-----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, ViIAr8KZlxIN/0ylQUGRXijw6XWRtz7sqX5hxLT+2pfUZYGWkcDXl1KcWrwr4FWJ TkCg7d8Braj1PPAdcsGIiA== /in/edgar/work/20000629/0000912047-00-000015/0000912047-00-000015.txt : 20000920 0000912047-00-000015.hdr.sgml : 20000920 ACCESSION NUMBER: 0000912047-00-000015 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000628 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRENWICK GROUP INC CENTRAL INDEX KEY: 0000787952 STANDARD INDUSTRIAL CLASSIFICATION: [6331 ] IRS NUMBER: 061152790 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-15389 FILM NUMBER: 664919 BUSINESS ADDRESS: STREET 1: ONE CANTERBURY GREEN CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033535500 8-K 1 0001.txt FORM 8-K DESCRIBING MATERIAL EVENT SECURITIES AND EXCHANGE COMMISSION Washington, DC 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) June 28, 2000 -------------------------------- Trenwick Group Inc. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware 1-15389 06-1152790 - -------------------------------------------------------------------------------- State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) One Canterbury Green, Stamford, Connecticut 06901 - ----------------------------------------------- -------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (203) 353-5500 ------------------------------ (Former Name or Former Address, if Changed Since Last Report) Page 1 of 4 pages Item 5. - Other Events On June 28, 2000, Trenwick Group Inc. ("Trenwick"), LaSalle Re Holdings Limited ("LaSalle"), LaSalle Re Limited ("LaSalle Re") and Trenwick Group Ltd. (formerly known as Gowin Holdings International Limited) entered into Amendment No. 1 to their Amended and Restated Agreement, Schemes of Arrangement and Plan of Reorganization dated as of March 20, 2000 (the "Agreement"), pursuant to which the date on which the Agreement may be terminated by either LaSalle or Trenwick without prior occurrence of the Effective Time, as defined in the Agreement, was extended from June 30, 2000 to the first business day following September 30, 2000. Item 7. Financial Statements and Exhibits (c) Exhibits 2.1 Agreement, Scheme of Arrangement, Plan of Merger and Plan of Reorganization, dated as of December 19, 1999, by and among LaSalle Re Holdings Limited, LaSalle Re Limited, Trenwick Group Inc., Trenwick Group (Delaware) Inc. and Gowin Holdings International Limited. Incorporated by reference to Exhibit 2.1 to Trenwick Group Inc.'s Form 8-K, dated December 22, 1999 (File No. 1-15389). 2.2 Amended and Restated Agreement, Schemes of Arrangement and Plan of Reorganization, dated as of March 20, 2000, by and among LaSalle Re Holdings Limited, LaSalle Re Limited, Trenwick Group Inc. and Gowin Holdings International Limited. Incorporated by reference to Exhibit 2.2 to Trenwick Group Inc.'s Form 8-K, dated March 20, 2000 (File No. 1-15389). 2.3 Amendment No. 1 to Amended and Restated Agreement, Schemes of Arrangement and Plan of Reorganization, dated as of June 28, 2000, by and among LaSalle Re Holdings Limited, LaSalle Re Limited, Trenwick Group Inc. and Trenwick Group Ltd. (formerly known as Gowin Holding International Limited). 99.1 Stock Option Agreement, dated as of December 19, 1999, between Trenwick Group Inc. and LaSalle Re Holdings Limited (option granted to LaSalle Re Holdings Limited). Incorporated by reference to Exhibit 99.1 to Trenwick Group Inc.'s Form 8-K, dated December 22, 1999 (File No. 1-15389). 99.2 Stock Option Agreement, dated as of December 19, 1999, between Trenwick Group Inc. and LaSalle Re Holdings Limited (option granted to Trenwick Group Inc.).Incorporated by reference to Exhibit 99.2 to Trenwick Group Inc.'s Form 8-K, dated December 22, 1999 (File No. 1-15389). 99.3 Shareholders Agreement, dated as of December 19, 1999, by and among Trenwick Group Inc., Combined Insurance Company of America, Virginia Surety Company, Inc., Aon Risk Consultants (Bermuda) Ltd., Continental Casualty Company and CNA (Bermuda) Services Limited. Incorporated by reference to Exhibit 99.3 to Trenwick Group Inc.'s Form 8-K, dated December 22, 1999 (File No. 1-15389). 99.4 Press release of Trenwick Group Inc. and LaSalle Re Holdings Limited issued December 19, 1999. Incorporated by reference to Exhibit 99.4 to Trenwick Group Inc.'s Form 8-K, dated December 22, 1999 (File No. 1-15389). SIGNATURE 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 hereunto duly authorized. TRENWICK GROUP INC. By: /s/ James F. Billett, Jr. --------------------------- James F. Billett, Jr. Chairman, President and Chief Executive Officer Dated: June 28, 2000 3 EXHIBIT INDEX Exhibit Description of Exhibit 2.1 Agreement, Scheme of Arrangement, Plan of Merger and Plan of Reorganization, dated as of December 19, 1999, by and among LaSalle Re Holdings Limited, LaSalle Re Limited, Trenwick Group Inc., Trenwick Group (Delaware) Inc. and Gowin Holdings International Limited. Incorporated by reference to Exhibit 2.1 to Trenwick Group Inc.'s Form 8-K, dated December 22, 1999 (File No. 1-15389). 2.2 Amended and Restated Agreement, Schemes of Arrangement and Plan of Reorganization, dated as of March 20, 2000, by and among LaSalle Re Holdings Limited, LaSalle Re Limited, Trenwick Group Inc. and Gowin Holdings International Limited. Incorporated by reference to Exhibit 2.2 to Trenwick Group Inc.'s Form 8-K, dated March 20, 2000 (File No. 1-15389). 2.3 Amendment No. 1 to Amended and Restated Agreement, Schemes of Arrangement and Plan of Reorganization, dated as of June 28, 2000, by and among LaSalle Re Holdings Limited, LaSalle Re Limited, Trenwick Group Inc. and Trenwick Group Ltd. (formerly known as Gowin Holdings International Limited). 99.1 Stock Option Agreement, dated as of December 19, 1999, between Trenwick Group Inc. and LaSalle Re Holdings Limited (option granted to LaSalle Re Holdings Limited). Incorporated by reference to Exhibit 99.1 to Trenwick Group Inc.'s Form 8-K, dated December 22, 1999 (File No. 1-15389). 99.2 Stock Option Agreement, dated as of December 19, 1999, between Trenwick Group Inc. and LaSalle Re Holdings Limited (option granted to Trenwick Group Inc.). Incorporated by reference to Exhibit 99.2 to Trenwick Group Inc.'s Form 8-K, dated December 22, 1999 (File No. 1-15389). 99.3 Shareholders Agreement, dated as of December 19, 1999, by and among Trenwick Group Inc., Combined Insurance Company of America, Virginia Surety Company, Inc., Aon Risk Consultants (Bermuda) Ltd., Continental Casualty Company and CNA (Bermuda) Services Limited. Incorporated by reference to Exhibit 99.3 to Trenwick Group Inc.'s Form 8-K, dated December 22, 1999 (File No. 1-15389). 99.4 Press release of Trenwick Group Inc. and LaSalle Re Holdings Limited issued December 19, 1999. Incorporated by reference to Exhibit 99.4 to Trenwick Group Inc.'s Form 8-K, dated December 22, 1999 (File No. 1-15389). EX-2 2 0002.txt AMENDMENT NO. 1 TO AMENDED AND RESTATED AGMT. AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT, SCHEMES OF ARRANGEMENT AND PLAN OF REORGANIZATION This Amendment No. 1 (this "Amendment") is made as of June 28, 2000, by and among LaSalle Re Holdings Limited, a company organized under the laws of Bermuda ("LaSalle Holdings"), LaSalle Re Limited, a company organized under the laws of Bermuda and a majority owned Subsidiary of LaSalle Holdings ("LaSalle Re"), Trenwick Group Inc., a Delaware corporation ("Trenwick") and Trenwick Group Ltd. (formerly known as Gowin Holdings International Limited), a company organized under the laws of Bermuda ("New Holdings"), and amends the Amended and Restated Agreement, Schemes of Arrangement and Plan of Reorganization (the "Agreement"), dated as of March 20, 2000, by and among LaSalle Holdings, LaSalle Re, Trenwick and New Holdings. Capitalized terms used and not defined in this Amendment shall have the meanings set forth in the Agreement. WHEREAS, LaSalle Holdings, LaSalle Re, Trenwick and New Holdings are parties to the Agreement. WHEREAS, LaSalle Holdings, LaSalle Re, Trenwick and New Holdings desire to amend the Agreement to provide for an extension of the date on which the Agreement may be terminated by either LaSalle Holdings or Trenwick absent prior occurrence of the Effective Time. NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements herein contained, the parties hereto agree as follows: 1. Amendment of Section 7(b)(i). Section 7(b)(i) of the Agreement is amended by deleting such Section in its entirety and inserting in its place the following "if the Effective Time shall not have occurred on or before the first business day following September 30, 2000; provided, however, that the right to terminate this Agreement under this Section 7.1(b)(i) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Effective Time to occur on or before such date;" 2. Effectiveness. This Amendment shall be effective as of the date first written above. Except as amended hereby, the Agreement shall remain in full force and affect and shall be otherwise unaffected hereby. Any reference to the Agreement set forth in the Agreement shall refer to the Agreement as amended by this Amendment after the date hereof. 3. Miscellaneous. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts to be made and performed entirely within such State. This Amendment may be executed in any number of counterparts, each of such counterparts shall for all purposes be deemed to be an original and all such counterparts shall together constitute but one and the same instrument. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated. IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be duly executed, all as of the date and year first above written. LASALLE RE HOLDINGS LIMITED By: /s/ Guy D. Hengesbaugh ------------------------------- Name: Guy D. Hengesbaugh Title: President and Chief Executive Officer LASALLE RE LIMITED By: /s/ Guy D. Hengesbaugh ------------------------------- Name: Guy D. Hengesbaugh Title: President and Chief Executive Officer TRENWICK GROUP INC. By: /s/ James F. Billett, Jr. ------------------------------- Name: James F. Billett, Jr. Title: Chairman, President and Chief Executive Officer TRENWICK GROUP LTD. By: /s/ John V. Del Col ------------------------------- Name: John V. Del Col Title: Director -----END PRIVACY-ENHANCED MESSAGE-----