SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
TRENWICK GROUP INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-14737 06-1152790
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(State of incorporation (Commission File Number) (I.R.S. Employer
or organization) Identification No.)
One Canterbury Green, Stamford, Connecticut 06901
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 203-353-5500
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
Preferred Stock Purchase Rights New York Stock Exchange
Page 1 of 8 pages
Item 1. Amendment to Description of Registrant's Securities to be Registered
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The Form 8-A, filed September 25, 1997, of Trenwick Group Inc. (the
"Company") is hereby amended by adding the following at the end of Item 1
thereof:
On December 19, 1999, the Company and First Chicago Trust Company of
New York, as rights agent, entered into Amendment No.1 (the "Amendment") to the
Rights Agreement. The Amendment provides that the execution and delivery by the
Company of the Agreement, Scheme of Arrangement, Plan of Merger and Plan of
Reorganization, dated as of December 19, 1999 (the "Business Combination
Agreement"), the Stock Option Agreements, each dated as of December 19, 1999,
and the Shareholders Agreement, dated as of December 19, 1999, and the
consummation of the transactions contemplated by such agreements, will not cause
(i) any of the other parties to the Business Combination Agreement or their
respective affiliates or associates to be deemed an Acquiring Person, (ii) a
Distribution Date (as defined in the Rights Agreement) to occur, or (iii) a
Triggering Event (as defined in the Rights Agreement) to occur. The Amendment
also provides that the Rights Agreement will expire immediately prior to the
consummation of the transactions contemplated by the Business Combination
Agreement.
On September 25, 1997 the Company filed a copy of the Rights Agreement
with the Securities and Exchange Commission as Exhibit 1 to the Company's Form
8-A. A copy of the Amendment is filed herewith. A copy of the Rights Agreement
and the Amendment is available free of charge from the Company. This summary
description of the Amendment does not purport to be complete and is qualified in
its entirety by reference to the Amendment.
Item 2. Exhibits
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1. Rights Agreement, dated as of September 24, 1997, between Trenwick
Group Inc. and First Chicago Trust Company of New York, as Rights
Agent, which includes as Exhibit B thereto the form of Rights
Certificate. (Incorporated by reference to Exhibit 1 to the
registrant's registration statement on Form 8-A filed September 25,
1997, File No. 0-14737).
2. Amendment No. 1 to Rights Agreement, dated as of December 19, 1999,
between Trenwick Group Inc. and First Chicago Trust Company of
New York, as Rights Agent.
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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, thereto duly authorized.
TRENWICK GROUP INC.
By: /s/ James F. Billett, Jr
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James F. Billett, Jr.
Chairman, President &
Chief Executive Officer
Dated: January 13, 2000
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EXHIBIT INDEX
Exhibit Description of Exhibit
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1 Rights Agreement, dated as of September 24, 1997,
between Trenwick Group Inc. and First Chicago Trust
Company of New York, as Rights Agent, which includes
as Exhibit B thereto the form of Rights Certificate.
(Incorporated by reference to Exhibit 1 to the
registrant's registration statement on Form 8-A filed
September 25, 1997, File No. 0-14737).
2 Amendment No. 1 to Rights Agreement, dated as of
December 19, 1999, between Trenwick Group Inc. and
First Chicago Trust Company of New York, as Rights
Agent.
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