-----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, GgD8ifCSAGidRUh54452iWr5GpNL3ySXhfTNgt3aHbodzei4iCZDTSUefbcIA/mo jK/3n+Ad/JJYPIxFh09Zng== 0000891554-02-003918.txt : 20020617 0000891554-02-003918.hdr.sgml : 20020617 20020617103112 ACCESSION NUMBER: 0000891554-02-003918 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020617 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: 02680246 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 d50887_sc-toia.txt AMENDMENT TO ISSUER'S TENDER OFFER ================================================================================ As filed with the Securities and Exchange Commission on June 17, 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. 5) ---------- 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. 5 amends and supplements the Tender Offer Statement on Schedule TO, dated May 16, 2002, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4 (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. This Amendment adds as an Exhibit the form of statement to be sent to employees confirming their participation in the Offer. Item 12. EXHIBITS. Item 12 to Trenwick's Schedule TO is hereby amended to add the following Exhibit, which is filed with this Amendment No. 5 to Schedule TO: 99.12 Form of Stock Option Program Election Confirmation Statement. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 5 to Schedule TO is true, complete and correct. Dated: June 17, 2002 TRENWICK GROUP LTD. By: /s/ John V. Del Col ----------------------------------- Name: John V. Del Col Title: Secretary EX-99.12 3 d50887_ex99-12.txt ELECTION CONFIRMATION STATEMENT Exhibit 99.12 [LOGO] TRENWICK GROUP LTD. STOCK OPTION EXCHANGE PROGRAM ELECTION CONFIRMATION STATEMENT June 17, 2002 [Employee Name] [Employee Address] This statement confirms that Trenwick Group Ltd. has accepted your tendered Current Options in exchange for New Options to be granted on or about December 16, 2002. It also confirms that all of your Current Options were cancelled on June 15, 2002. Thus, you have no further right or entitlement to purchase any common shares pursuant to the terms of these cancelled Current Options. This statement lists your cancelled Current Options and the New Options that will be granted to you on or about December 16, 2002 under the terms and conditions of the Offer to Exchange. All New Options will have a grant price equal to the fair market value of Trenwick's common stock on the new grant date. As explained in the Offer to Exchange, you must remain an employee until the date the New Options are granted to receive the New Options. If you do not remain an employee through this date, you will not receive any New Options or any other consideration for your cancelled Current Options. 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 NUMBER OF NUMBER OF NEW VESTING EXPIRATION CANCELLED OPTIONS OPTION DATE DATE ----------------- ------------- ------- ---- -----END PRIVACY-ENHANCED MESSAGE-----