-----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, R8dnkFt3mUcYqqx2+IoH65b4eUfIDrW7YlND8a1IxkWetF6F5S1M2YhcHV8lElu5 H4fsvDivlNS8QaEjd2z+Pg== 0000950142-05-001065.txt : 20050331 0000950142-05-001065.hdr.sgml : 20050331 20050330194940 ACCESSION NUMBER: 0000950142-05-001065 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050330 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050331 DATE AS OF CHANGE: 20050330 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16089 FILM NUMBER: 05715946 BUSINESS ADDRESS: STREET 1: LOM BLDG STREET 2: 27 REID STREET CITY: HAMILTON, BERMUDA STATE: D0 ZIP: HM 11 MAIL ADDRESS: STREET 1: 27 REID STREET LOM BLDG STREET 2: HAMILTON HM 11 BERMUNDA 8-K 1 form8k_033105.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTIONS 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 30, 2005 TRENWICK GROUP LTD (Exact name of registrant as specified in its charter) BERMUDA - -------------------------------------------------------------------------------- (State or other jurisdiction of incorporation) 1- 16089 98-0232340 - -------------------------------------------------------------------------------- (Commission File Number) (I.R.S. Employer Identification No.) C/O MICHAEL MORRISON, JOHN WARDROP JOINT PROVISIONAL LIQUIDATORS TRENWICK GROUP LIMITED CROWN HOUSE, 4 PAR-LA-VILLE ROAD HAMILTON HM 08, BERMUDA NOT APPLICABLE - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (441) 295-5063 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the obligation of the registrant under any of the following provisions: [_] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 8.01 OTHER EVENTS Hamilton, Bermuda (March 31, 2005): The Joint Provisional Liquidators of Trenwick Group Limited (the Company) have mailed to holders of record of the Company's common shares, par value $0.10 per share (the "Common Shares"), a letter dated March 30, 2005 providing holders of Common Shares with a status report of the affairs of the Company. The letter also notifies holders of Common Stock of the Joint Provisional Liquidators' intention to limit the Company's public announcements in the future to material events relating to the Company's winding-up (liquidation) proceedings in Bermuda. The Joint Provisional Liquidators intend to disclose any such event to the public by filing with the US Securities and Exchange Commission (SEC) a current report on Form 8-K. Subject to the resources available to the Company, the Joint Provisional Liquidators intend to report on the status of the Company's affairs at least annually. Reports on the Company's affairs will not be mailed to holders of Common Shares in the future, unless the Joint Provisional Liquidators are required to do so or unless the Joint Provisional Liquidators believe, in their sole judgment, that it is in the best interest of the Company's stakeholders. The Company's current reports on Form 8-K are available free of charge at the SEC's website www.sec.gov. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (a) None. (b) None. (c) Exhibits. EXHIBIT NUMBER DESCRIPTION OF EXHIBITS - -------------- ----------------------- Exhibit 99.1 Letter to Shareholders dated March 30, 2005 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 thereunto duly authorized. TRENWICK GROUP LTD (Registrant) Date: March 31, 2005 By: /s/ Michael Morrison ----------------------------------- Name: Michael Morrison Title: Joint Provisional Liquidator By: /s/ John Wardrop ----------------------------------- Name: John Wardrop Title: Joint Provisional Liquidator EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION OF EXHIBITS - -------------- ----------------------- Exhibit 99.1 Letter to Shareholders dated March 30, 2005 EX-99 2 ex99-1form8k_033105.txt EXHIBIT 99.1 EXHIBIT 99.1 ------------ Trenwick Group Limited Crown House 4 Par-La-Ville Road Hamilton HM 08 Bermuda 30 March 2005 Dear Trenwick Group Limited Shareholder: We wanted to share with you a status report of the affairs of the Company following a number of recent queries from shareholders. COMPANY BACKGROUND The Company is subject to winding-up (liquidation) proceedings in the Supreme Court of Bermuda ("Bermuda Court") in which joint provisional liquidators have been appointed (the "provisional liquidation"). Accordingly, the Company is acting by, and under the control of, its joint provisional liquidators, Michael Morrison, of KPMG Financial Advisory Services Limited in Bermuda, and John Wardrop, of KPMG LLP in England ("the Joint Provisional Liquidators"). The provisional liquidators were appointed to the Company and the Company's subsidiary company, LaSalle Re Holdings Limited ("LSRH") on August 22, 2003 by order of the Bermuda Court. The Company and LSRH were subject to the provisional liquidation proceedings in parallel with proceedings under Chapter 11 of the United States Bankruptcy Code (the "Chapter 11 proceedings") in the United States Bankruptcy Court for the District of Delaware. The debtor companies seeking restructuring by Chapter 11 proceedings were the Company, LSRH and Trenwick America Corporation (together, the "Trenwick Debtors"). Trenwick America Corporation is the Delaware holding company through which the U.S. domiciled insurance business of the group of companies, of which the Company is the ultimate holding company ("the Trenwick Group"), is conducted. The Bermuda Court appointed the Joint Provisional Liquidators for the Company and LSRH to perform an oversight role, while the Boards of Directors of the Company and LSRH remained in control of their business and affairs and sought to achieve the restructuring. FINANCIAL BACKGROUND The Trenwick Debtors' financial condition deteriorated rapidly in the years preceding the filings, largely as a result of significant adverse loss reserve developments at their operating insurance subsidiaries that prevented further dividend payments to the Trenwick Debtors. In the first few months of provisional liquidation and the Chapter 11 proceedings, the efforts toward the restructuring included the sale of certain operations of the Trenwick Debtors. Thereafter, the Chapter 11 proceedings resulted in a plan of reorganization for Trenwick America Corporation (the "Plan"), but not for the Company or LSRH. The United States Bankruptcy Court ("the Bankruptcy Court") confirmed the Plan on October 27, 2004. On that same date, the Bankruptcy Court also dismissed the Chapter 11 proceedings against the Company and LSRH, conditional upon the granting of an order of the Bermuda Court extending the powers of the Joint Provisional Liquidators. The Bermuda Court entered that order on November 19, 2004 (the "November Order"). The November Order had the effect of substantially terminating the power of the directors and extending the Joint Provisional Liquidators' powers from that of oversight of the restructuring to full powers of control over the Company and LSRH. CURRENT POSITION The provisional liquidation is being continued, with the agreement of the Bermuda Court, until the Plan has reached its effective date to ensure the preservation of certain tax losses within the Trenwick Group: the Bermuda Court, however, must remain satisfied that it is in the interests of the creditors of the Company for the provisional liquidation to continue. Once the Plan has reached its effective date, or before that date at the sole discretion of the Bermuda Court, the Bermuda Court is likely to enter a winding-up order against the Company and appoint one or more liquidators (who may be the Joint Provisional Liquidators). The function of the liquidators of the Company will be to realize the assets of the Company and ultimately to distribute the assets of the Company to its creditors and if any surplus remains, distribute to equity security holders. MAJOR ASSETS The timing of the closure of the eventual liquidation of the Company is dependent on the realization of its assets, the principal asset being its holding in LSRH whose principal asset in turn is its subsidiary LaSalle Re Ltd. LaSalle Re Ltd. is an insurance company in run-off. The orderly run-off of LaSalle Re Ltd. is likely to exceed five years and may exceed ten years, although this period may be shortened if a compromise can be reached with the creditors of LaSalle Re Ltd. LaSalle Re Ltd. also has an economic interest in former subsidiaries underwriting at Lloyd's of London. LSRH is unlikely to receive dividends, prior to a liquidating distribution, from LaSalle Re Ltd., due to regulatory non-compliance of LaSalle Re Ltd. The Company would only receive dividends from LSRH should there be any surplus funds following payment in full of liquidation expenses, secured and unsecured creditors, and preference shareholders of LSRH. The liquidation of the Company would not be completed until all possible realizations from LaSalle Re Ltd. and other subsidiaries had been received, or all creditors had been paid in full if that occurred earlier. There is potential for an asset realization to the Company from the Plan via a claim which the Company's subsidiary, Trenwick (Barbados) Ltd, has against Trenwick America Corporation. The Joint Provisional Liquidators are aware that negotiations as to how this claim is structured are ongoing. The Joint Provisional Liquidators have received expressions of interest, but no firm offers, by certain third parties in purchasing LaSalle Re Ltd. If and where appropriate, the Joint Provisional Liquidators may from time to time in the ordinary course of their duties conduct meetings with, or otherwise respond to offers made by such third parties. It should be noted that the Company does not have any unencumbered cash assets. MAJOR LIABILITIES - CREDITORS Through guarantees and pledges issued, a group of banks which provided letters of credit to support Trenwick's underwriting at Lloyd's of London will be secured creditors of the Company and LSRH, in the likely event that the letters of credit are drawn down. The Joint Provisional Liquidators understand that the group of banks hold security over the shares of LaSalle Re Ltd., which they could enforce, which may result in dividends not flowing to LSRH. The Joint Provisional Liquidators understand that the value of the debts due to those banks is likely to exceed any value realised from LaSalle Re Ltd. and/or other subsidiaries. MAJOR LIABILITIES - PREFERRED SHARES In addition, the Joint Provisional Liquidators are aware that LSRH Series A Preferred Shares carry a preference dividend on a liquidation of $25 per share, as well as accrued but unpaid dividends being payable on a liquidation in preference to payments to other shareholders. These amounts are only payable to the extent that there are any assets remaining after the expenses of the liquidation and all secured and unsecured creditors of LSRH (including the letter of credit banks) have been paid in full. The Joint Provisional Liquidators also understand, should there be any available funds available for distribution to shareholders of the Company in a liquidation, that preference shareholders of the Company would be entitled to a liquidating distribution, in priority to common shareholders of the Company. PROSPECTS FOR HOLDERS OF COMMON SHARES OF THE COMPANY Based on what the Joint Provisional Liquidators have learned in their limited role to date, and without conducting any investigation into the issue, it appears unlikely to the Joint Provisional Liquidators that the holders of the Company's common shares will receive any distribution from the eventual liquidation of the Company. DUTIES OF THE JOINT PROVISIONAL LIQUIDATORS/LIQUIDATORS Shareholders of the Company should note that the primary duty of the Joint Provisional Liquidators is to its creditors. Should a liquidator(s) be appointed by the Bermuda Court, this liquidator(s) would also have a primary duty to the Company's creditors. FUTURE REPORTING We intend to limit the Company's public announcements in the future to material events relating to the Company's winding-up (liquidation) proceedings in Bermuda. We intend to disclose any such event to the public by filing with the US Securities and Exchange Commission (SEC) a current report on Form 8-K. Subject to the resources available to the Company, we expect to report on the status of the Company's affairs at least annually. Reports on the Company's affairs will not be mailed to shareholders of the Company in the future, unless we are required to do so or unless we believe, in our sole judgment, that it is in the best interest of the Company's shareholders. The Company's current reports on Form 8-K are available free of charge at the SEC's website WWW.SEC.GOV. We hope that the background provided in this letter will be useful to you. Sincerely, By: /s/ Michael Morrison ----------------------------------- Name: Michael Morrison Title: Joint Provisional Liquidator By: /s/ John Wardrop ----------------------------------- Name: John Wardrop Title: Joint Provisional Liquidator -----END PRIVACY-ENHANCED MESSAGE-----