-----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, MWWobR2CvZV9MBS8wEU0Cubrhcx0jiAw7h2Y+5ad1ATGsKjZJRcKqwXiJxVxiaab QZUoxvtErK4DHfm3GQLKaw== 0001169232-03-003105.txt : 20030422 0001169232-03-003105.hdr.sgml : 20030422 20030422110457 ACCESSION NUMBER: 0001169232-03-003105 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030418 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030422 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: 03657732 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 d55299_8-k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- 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) - April 18, 2003 --------------- TRENWICK GROUP LTD. (Exact name of registrant as specified in its charter) Bermuda 1-16089 98-0232340 (State or other jurisdiction of (Commission File Number) (IRS Employer Incorporation) Identification No.) LOM Building, 27 Reid Street Hamilton, HM 11, Bermuda Not Applicable (Address of principal executive offices) (Zip Code) (441) 292-4985 (Registrant's telephone number, including area code) None (Former name or address, if changed since last report) Item 5. Other Events. Trenwick Group Ltd. ("Trenwick"), entered into Amendment No. 1 to the Rights Agreement, dated as of April 18, 2003 (the "First Amendment"), with EquiServe Trust Company, N.A. (successor to First Chicago Trust Company of New York) (the "Rights Agent") pursuant to which to the Rights Agreement dated as of September 27, 2000 (the "Rights Agreement") between Trenwick and the Rights Agent was amended. The First Amendment enumerates an additional exclusion from the definition of "Acquiring Person" under the Rights Agreement. Specifically, it gives the Board of Directors the authority to determine that a person should be excluded from the definition of Acquiring Person under the Rights Agreement, provided the determination is made prior to the time such Person would otherwise become an Acquiring Person. Generally, under the Rights Agreement, a person becomes an "Acquiring Person" when such person, together with all affiliates and associates of such person, is the "Beneficial Owner" of 15% or more of Trenwick's Common Shares, par value $0.10 per share (the "Common Shares") outstanding. "Beneficial Ownership" arises under the Rights Agreement when a person has the right to acquire (whether such right is exercisable immediately or only after the passage of time) the Common Shares pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise. On February 20, 2003, Trenwick delivered a notice to European Reinsurance Company of Zurich ("European Re") that Trenwick's GAAP Net Worth (as defined in the Certificate of Designation, Preferences and Rights (the "Certificate of Designation") of the Series B Cumulative Convertible Perpetual Preferred Shares (the "Series B Shares")) had fallen below $225 million. Trenwick's GAAP Net Worth has not equaled or exceeded $225 million during the period from February 20, 2003 through April 21, 2003 (which is 60 days after the date of the notice), as a result, a Net Worth Conversion Event (as defined in the Certificate of Designation) has occurred on April 21, 2003, and the Series B Shares are now convertible at the option of European Re into the Common Shares upon 60 trading days advance notice to Trenwick. European Re has not delivered to Trenwick such a notice of conversion. In the event of a conversion of all of the Series B Shares, European Re would become the beneficial owner of more than 15% of Trenwick's Common Shares outstanding and consequently would be an Acquiring Person under the Rights Agreement. On April 18, 2003, the Board of Directors of Trenwick, in accordance with the Rights Agreement, as amended by the First Amendment, adopted a resolution excluding European Re from the definition of Acquiring Person under the Rights Agreement (the "Exclusion"). The Exclusion only applies to the Beneficial Ownership (as defined in the Rights Agreement) resulting from the right of conversion under the Series B Shares that arises upon the occurrence of a Net Worth Conversion Event on April 21, 2003, and does not by its terms apply with respect to any Common Shares acquired by European Re upon exercise of such rights of conversion. In addition, the Exclusion will no longer apply (i) following the date which is 10 days after the date on which European Re provides notice to Trenwick of a Proposed Conversion Date (as defined in the Rights Agreement) or (ii) if European Re becomes the Beneficial Owner of any additional Common Shares. The description herein of the First Amendment is qualified in its entirety by reference to the full text of the First Amendment, a copy of which is attached hereto as Exhibits 99.1 and is incorporated herein by reference. Item 7. Financial Statements and Exhibits. (c) Exhibits 99.1 Amendment No. 1 to the Rights Agreement, dated as of April 18, 2003, by and between Trenwick Group Ltd. and EquiServe Trust Company, N.A. (successor to First Chicago Trust Company of New York). 3 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. By: /s/ Alan L. Hunte -------------------------------- Title: Executive Vice President & Chief Financial Officer Dated: April 21, 2003 4 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Amendment No. 1 to the Rights Agreement, dated as of April 18, 2003, by and between Trenwick Group Ltd. and EquiServe Trust Company, N.A. (successor to First Chicago Trust Company of New York). 5 EX-99.1 3 d55299_ex99-1.txt AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT Exhibit 99.1 AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT DATED AS OF SEPTEMBER 27, 2000 BY AND BETWEEN TRENWICK GROUP LTD. AND FIRST CHICAGO TRUST COMPANY OF NEW YORK This Amendment is made and entered into as of this 18th day of April, 2003 and is hereby made a part of and incorporated into the Rights Agreement dated as of September 27, 2000 (the "Rights Agreement") by and between Trenwick Group Ltd., a company organized under the laws of Bermuda (the "Company"), and EquiServe Trust Company, N.A. (successor to First Chicago Trust Company of New York) (the "Rights Agent"). Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed thereto in the Rights Agreement. WHEREAS, the Company intends that the Board of Directors have flexibility to determine that a person should be excluded from the definition of Acquiring Person under the Rights Agreement, provided the determination is made prior to the time such Person would otherwise become an Acquiring Person; NOW THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree that: 1. Definition of Acquiring Person. The definition of Acquiring Person appearing in Section 1(a) of the Rights Agreement is hereby amended by (A) deleting the word "or" appearing immediately before clause (vii) thereof; (B) deleting the period appearing at the end of clause (vii) thereof and inserting a semicolon and the word "or" in lieu thereof and (C) inserting the following new clause (viii) immediately after the end of clause (vii) thereof: "(viii) any Person who or which the Board determines, prior to the time such Person would otherwise be an Acquiring Person, should be excluded from the definition of Acquiring Person, provided that the Board may make such exclusion subject to such conditions, if any, which the Board may determine." 2. Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall constitute an original instrument, but all such counterparts shall together constitute one and the same instrument. This Amendment shall become effective and be deemed to have been executed and delivered by all of the parties at such time as counterparts shall have been executed and delivered by all of the parties, regardless of whether each party has executed the same counterpart. It shall not be necessary when making proof of this Amendment to account for any counterparts other than a sufficient number of counterparts which, when taken together, contain signatures of all of the parties. 3. Miscellaneous. All other terms and conditions of the Rights Agreement shall remain unchanged and the Rights Agreement shall remain in full force and effect. 2 IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the date first written above. TRENWICK GROUP LTD. By: /s/ Alan L. Hunte ---------------------------- Name: Alan L. Hunte Title: Chief Financial Officer EQUISERVE TRUST COMPANY, N.A. (SUCCESSOR TO FIRST CHICAGO TRUST COMPANY OF NEW YORK) By: /s/ Jeffrey Cohen ---------------------------- Name: Jeffrey Cohen Title: Senior Account Manager 3 -----END PRIVACY-ENHANCED MESSAGE-----