-----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, F3fMtGCShewPcaqu3wIq/YOk20ChOV0U++v4PBQTEBRAq02Mimu8WYxRKt/pgHK4 Furjry6M12ktaxwOgIHQIA== 0001044797-97-000004.txt : 19971017 0001044797-97-000004.hdr.sgml : 19971017 ACCESSION NUMBER: 0001044797-97-000004 CONFORMED SUBMISSION TYPE: SC 13G CONFIRMING COPY: PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971016 SROS: NASD SUBJECT COMPANY: 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: SC 13G SEC ACT: SEC FILE NUMBER: 005-37623 FILM NUMBER: 00000000 BUSINESS ADDRESS: STREET 1: ONE STATION PL STREET 2: METRO CENTER CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 2033535500 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NEW SOUTH CAPITAL MANAGEMENT INC CENTRAL INDEX KEY: 0001044797 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 621237220 STATE OF INCORPORATION: TN FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1000 RIDGEWAY LOOP ROAD STREET 2: SUITE 233 CITY: MEMPHIS STATE: TN ZIP: 38120 BUSINESS PHONE: 9017615561 MAIL ADDRESS: STREET 1: 1000 RIDGEWAY LOOP RD STREET 2: SUITE 233 CITY: MEMPHIS STATE: TN ZIP: 38120 SC 13G 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE G (Amendment No. Two)* Trenwick Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 895290104 (Cusip Number) Check the following box if a fee is being paid with this statement.[ ] (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See rule 13d-7). *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No.895290104 13G Page 2 of 5 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE PERSON: NewSouth Capital Management, Inc. Tax ID #: 62-1237220 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a)[ ] (b)[ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Tennessee NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 785,073 6. SHARED VOTING POWER 42,500 7. SOLE DISPOSITIVE POWER 827,573 8. SHARED DISPOSITIVE POWER None 9. AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON 827,573 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES N/A CUSIP No.895290104 13G Page 3 of 5 Pages 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 12.3% 12. TYPE OF REPORTING PERSON* I/A Item 1. (a) Name of Issuer: Trenwick Group, Inc. Item 1. (b) Address of Issuer's Principal Executive Offices: Metro Center One Station Plaza Stamford, CT 06902 Item 2. (a) Name of Person Filing: NewSouth Capital Management, Inc. Item 2. (b) Address of Principal Business Office: 1000 Ridgeway Loop Rd. - Suite 233 Memphis, TN 38120 Item 2. (c) Citizenship: USA Item 2. (d) Title of Class of Securities: Common Stock Item 2. (e) CUSIP Number: 895290104 Item 3. (e) /x/ Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940 CUSIP No.895290104 13G Page 4 of 5 Pages Item 4. Ownership: (a) Amount Beneficially Owned: 827,573 (b) Percent of Class: 12.3% (c) Number of Shares as to which such person has: (i) Sole Power to vote or to direct the vote: 785,073 (ii) Shared Power to vote or to direct the vote: 42,500 (iii) Sole Power to dispose or to direct the disposition of: 827,573 (iv) Shared Power to dispose or to direct the disposition of: N/A With regard to the shares set forth under Item 4, of the 827,573 shares being reported, 35,298 or .53% of the outstanding shares of Trenwick Group, Inc., are managed by NewSouth Capital Management, Inc. through a Smith Barney Fiduciary Services Program whereby accounts are placed with NewSouth for management. Although discretionary responsibility for the accounts is with NewSouth, Smith Barney retains responsibility for SEC filings should their cumulative holdings trigger the need for 13G reporting. Additionally, of the 827,573 shares being reported, 9,620 or .01% of the outstanding shares of Trenwick Group, Inc. common stock are managed by NewSouth Capital Management, Inc. through a Morgan Keegan Preferred Program ("MKPfd") whereby accounts are placed with NewSouth for management. Although discretionary responsibility for the accounts is with NewSouth MKPfd retains responsibility for SEC filings should their cumulative holdings trigger the need for 13G reporting. Item 5. Ownership of Five Percent or Less of a Class: N/A CUSIP No.895290104 13G Page 5 of 5 Pages Item 6. Ownership of More than Five Percent on Behalf of Another Person: NewSouth Capital Management is an Investment Advisor and in such capacity acquired the securities on behalf of it's Advisor clients. No single client's interest relates to more than 5% of the class. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: N/A Item 8. Identification and Classification of Members of the Group: N/A Item 9. Notice of Dissolution of Group: N/A Item 10. Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. Signature: After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: By: D. Stephen Morrow Executive Vice President -----END PRIVACY-ENHANCED MESSAGE-----