-----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, UiydE43RJqLFZfRgNAirVhcTnbChgHKNSkSWRRrP+ecaAp+Je9nUhlbvoysEGUhb j9rj3dZ9fCV1F+F8tt9fDw== 0000950142-06-000635.txt : 20060331 0000950142-06-000635.hdr.sgml : 20060331 20060331154935 ACCESSION NUMBER: 0000950142-06-000635 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060331 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060331 DATE AS OF CHANGE: 20060331 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: 06728785 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_033106.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 31, 2006 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, 2006): The Joint Provisional Liquidators of Trenwick Group Limited (the Company) are providing holders of the Company's Common Shares, par value $0.10 per share (the "Common Shares") with a status report of the affairs of the Company by way of filing the report attached hereto on this Form 8-K. The Joint Provisional Liquidators previously notified holders of Common Shares of their intention to limit the Company's public announcements to material events relating to the Company's winding-up (liquidation) proceedings in Bermuda. The Joint Provisional Liquidators also notified holders of Common Shares of their intention 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, and, subject to the resources available to the Company, to report on the status of the Company's affairs at least annually. The report being filed on this Form 8-K is one of such reports. The Joint Provisional Liquidators previously notified holders of Common Shares that reports on the Company's affairs (including the report being filed herewith) will not be mailed to holders of Common Shares, 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) None. (d) Exhibits. EXHIBIT NUMBER DESCRIPTION OF EXHIBITS - ------- ----------------------- 99.1 Report to Shareholders dated March 30, 2006 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, 2006 By: ----------------------------------- 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 Report to Shareholders dated March 30, 2006 EX-99 2 ex99-1form8k_033106.txt EXHIBIT 99.1 EXHIBIT 99.1 ------------ 30 March 2006 Dear Trenwick Group Limited Shareholders We want to share with you a status report of the affairs of the Company. We do not seek to repeat information herein which we have already provided to you, but rather hope to provide you with a brief update on the progress of the liquidation of the Company since our last Form 8-K dated 30 March 2005. By way of background, on 20 August 2003, Trenwick America Corporation ("TAC"), along with the Company and LaSalle Re Holdings Limited ("LSRH") and together with the Company, the "Trenwick Debtors", filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"). In the first few months of the provisional liquidation and the chapter 11 cases, the Trenwick Debtors' restructuring efforts included the sale of certain of their operations. Thereafter, in November 2004, the Company and LSRH sought and obtained orders dismissing their chapter 11 cases. Following the dismissal of their chapter 11 cases, on 26 April 2005, the Provisional Liquidators of the Company and LSRH filed petitions under section 304 of the Bankruptcy Code and applications for certain injunctive relief (the "304 Petitions") with the Bankruptcy Court. The impetus behind the 304 Petitions was to investigate, and, if appropriate, prosecute various claims and causes of action that might exist in favour of the Company and LSRH. The relief sought in the 304 Petitions was granted by court orders dated 26 May 2005. On 27 October 2004, the Bankruptcy Court entered an order confirming a plan of reorganisation for TAC (the "TAC Plan"). The effective date (the "Effective Date") of the TAC Plan occurred on 15 August 2005. CURRENT POSITION LSRH was placed into liquidation by the Supreme Court of Bermuda on 15 April 2005 and the Company placed into liquidation by the Supreme Court of Bermuda on 4 November 2005. The first meeting of the Company's creditors and contributories is scheduled to be held on 28 April 2006 at the Company's registered office. At the first meeting of the Company's creditors and contributories, the Company's creditors and contributories will be entitled to vote on: a) who should be appointed as the permanent liquidator of the Company; and b) whether a formal committee of inspection should be appointed and, if so, who should be a member of said committee of inspection. Creditors and contributories will be given notice of these meetings. If and when a permanent liquidator is appointed, his function will be to realise the assets of the Company and, ultimately, distribute such assets to the Company's creditors. In the event that a surplus remains after the distributions to the Company's creditors are made, the permanent liquidator shall distribute such surplus to the Company's equity security holders. MAJOR ASSETS & TIMING OF CLOSURE OF LIQUIDATION It should be noted that the Company does not have any unencumbered cash assets and that the costs and expenses of the liquidation are being funded primarily by the Company's secured creditors. The timing of the closure of the liquidation of the Company is dependent on the realisation of its assets, the principal asset being the Company's 100% ordinary voting shareholder interest in LSRH whose principal asset, in turn, is its shareholder interest in its subsidiary LaSalle Re Ltd. La Salle Re Ltd is a Bermudian registered reinsurance company that has been in run-off since 2002. LaSalle Re Ltd also has an economic interest in former subsidiaries underwriting at Lloyd's of London. The normal course run-off of LaSalle Re Ltd is likely to continue for possibly up to five years, although this period may be shortened if a compromise can be reached with the creditors of LaSalle Re Ltd. LSRH is unlikely to receive dividends, prior to a liquidating distribution, from LaSalle Re Ltd due to LaSalle Re Ltd's regulatory non-compliance. Note that the Company would only receive dividends from LSRH in the event that there is a surplus of available funds following the payment of LSRH's liquidation expenses and the full satisfaction of each of the claims and interests held by LSRH's secured and unsecured creditors and preference shareholders. Based on the above, the liquidation of the Company cannot be completed until the earlier of the date that all possible realisations from LaSalle Re Ltd and certain other subsidiaries has been received, or all of the Company's creditors have been paid in full. In addition, the Company could also potentially realise an asset recovery based upon an intercompany claim of approximately $23 million which the Company's subsidiary, Trenwick (Barbados) Ltd ("TB"), has asserted in TAC's chapter 11 case. This claim was recently assigned by TB to the Company and is the subject of an objection (the "Objection") filed by the post-Effective Date successor entity to TAC's Official Committee of Unsecured Creditors. The Objection seeks, among other things, to recharacterize the claim as equity or, in the alternative, to disallow or equitably subordinate the claim. The Joint Provisional Liquidators are currently endeavoring to resolve the Objection and settle the claim. If the claim is allowed, in whole or in part, any consideration would be in the form of trust certificates and notes issued by reorganized TAC. At this stage both the amount, timing and value of any distribution(s) of notes on account of the claim is uncertain. SECURED CREDITORS The Company and LSRH issued guarantees and pledged security to a group of banks (the "LoC Bank Group") which provided letters of credit to support Trenwick's underwriting at Lloyd's of London. Upon information and belief, the Joint Provisional Liquidators understand that it is likely that these letters of credit will be drawn down. The LoC Bank Group's collateral package includes the Company's shares in LSRH and LSRH's shares in LaSalle Re Ltd, all of which were pledged to the LoC Bank Group as security for the aforementioned letters of credit. Assuming that the letters of credit are drawn down, the Joint Provisional Liquidators recognize that the LoC Bank Group could enforce their security over these shares which may prevent the flow of dividends from LaSalle Re Ltd to LSRH and/or from LSRH to the Company. Based on their limited enquiries to date, the Joint Provisional Liquidators believe 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 The Joint Provisional Liquidators understand that LSRH Series A Preferred Shares are entitled to receive (i) a preference dividend in a liquidation of $25 per share, and (ii) accrued but unpaid dividends in a liquidation prior to payments to other shareholders. However, these amounts are only payable to the extent that there are assets remaining following the payment of LSRH's liquidation expenses and the full satisfaction of each of the claims held by LSRH's secured (including the LoC Bank Group) and unsecured creditors. Nevertheless, the Joint Provisional Liquidators recognize that, should there be any funds available for distribution to shareholders of LSRH in a liquidation, holders of LSRH Series A Preferred Shares would hold a priority position over LSRH's common shareholders to the extent described above. 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 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 the Company's creditors. Should a permanent liquidator(s) be appointed by the Bermuda Court, this liquidator(s) would also have a primary duty to the Company's creditors. SEC REPORTING We have limited the Company's public announcements to material events relating to the Company's winding-up (liquidation) proceedings in Bermuda. We 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. This is one of such reports. This report is not, and future reports on the Company's affairs will not be, mailed to shareholders of the Company, 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 stakeholders. 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 is useful to you. Yours sincerely Yours sincerely /s/ John Wardrop - ---------------------- --------------------- Mike Morrison John Wardrop Joint Provisional Liquidator Joint Provisional Liquidator -----END PRIVACY-ENHANCED MESSAGE-----