-----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, D/RVWzSuKsvsiaiRWV+71lLHEmNQQjX7J/uzCYh7kt5NutyfUgAMw0cKmTcu1mvB u/1eU72L+AhXFbIZqwlhjA== 0000912047-99-000016.txt : 19991018 0000912047-99-000016.hdr.sgml : 19991018 ACCESSION NUMBER: 0000912047-99-000016 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991013 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRENWICK GROUP INC CENTRAL INDEX KEY: 0000787952 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 061152790 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: SEC FILE NUMBER: 001-15389 FILM NUMBER: 99727633 BUSINESS ADDRESS: STREET 1: ONE CANTERBURY GREEN CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033535500 8-A12B 1 REGISTRATION OF SECURITIES FORM 8-A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------- FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 TRENWICK GROUP INC. ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 06-1152790 ------------------------------------ ------------------------------------ (State of incorporation or organization) (I.R.S. Employer Identification No.) One Canterbury Green, Stamford, CT 06901 - ----------------------------------------- --------------------------- (Address of principal executive offices) (Zip Code) If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A. (c), check the following box. |X| If this form relates to the registration of a class of securities pursuant to Section 12 (g) of the Exchange Act and is effective pursuant to General Instruction A. (d), check the following box. |_| Securities Act registration statement to which this form relates (if applicable). Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which To be so registered each class is to be registered ------------------- ------------------------------ Common Stock, $.10 par value New York Stock Exchange Preferred Stock Purchase Right New York Stock Exchange Securities to be registered pursuant to Section 12(g) of the Act: None - -------------------------------------------------------------------------------- (Title of class) -1- Item 1. Description of Securities to be Registered Trenwick Group Inc., a corporation organized under the laws of the State of Delaware (the "Issuer"), is applying for registration of its common stock, par value $.10 per share (the "Common Stock") and the related Preferred Stock Purchase Rights (the "Rights") under Section 12 (b) of the Securities Act of 1934, as amended (the "Exchange Act"). The description of the Common Stock is set forth in the Issuer's Registration Statement on Form 8-A filed on June 23, 1986, with the Securities and Exchange Commission under the Exchange Act and is incorporated herein by reference (File No. 0-14737). The description of the Rights is set forth under the caption, "Item I. Description of Securities to be Registered" contained in the Registration Statement on Form 8-A filed on September 24, 1997, with the Securities and Exchange Commission under the Exchange Act and is incorporated herein by reference (File No. 0-14737). The Common Stock and the Rights are to be listed on the New York Stock Exchange, Inc. Item 2. Exhibits Exhibit Number Exhibit 1 Restated Certificate of Incorporation of Trenwick Group Inc. with Certificates of Amendment thereto. Incorporated by reference to Exhibit 3.1 to Trenwick Group Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 1997 (File No. 0-14737). 2 Certificate of Elimination amending Trenwick Group Inc.'s Restated Certificate of Incorporation to eliminate all reference to Series A Junior Participating Preferred Stock. Incorporated by reference to Exhibit 3.1(a) to Trenwick Group Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 1997 (File No. 0-14737). 3 Certificate of Designation amending the Restated Certificate of Incorporation of Trenwick Group Inc. to create Series B Junior Participating Preferred Stock. Incorporated by reference to Exhibit 3.2(b) to Trenwick Group Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 1997 (File No. 0-14737). 4 By-laws of Trenwick Group Inc. Incorporated by reference to Exhibit 3 to Trenwick Group Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 (File No. 0-14737). 5 Rights Agreement, dated as of September 24, 1997 between Trenwick Group Inc. and First Chicago Trust Company of New York including, as Exhibit A thereto, a form of Rights Certificate. Incorporated by reference to Exhibit 1 to Trenwick Group Inc.'s Form 8-A filed September 24, 1997 (File No. 0-14737). -2- SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. TRENWICK GROUP INC. /s/ James F. Billett, Jr. --------------------------- By: James F. Billett, Jr. Chairman, President and Chief Executive Officer Dated: October 13, 1999 -3- -----END PRIVACY-ENHANCED MESSAGE-----