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 21, 1999 -------------------------------- Chartwell Re Corporation - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware 1-12502 41-1652573 - -------------------------------------------------------------------------------- (State or Other (Commission File Number) (IRS Employer Jurisdiction of Identification No.) Incorporation) Four Stamford Plaza, P. O. Box 120043, Stamford, CT 06912-0043 - -------------------------------------------------------- ------------------- Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (203) 705-2500 ----------------------------- - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 5. - Other Events Chartwell Re Corporation, a Delaware corporation ("Chartwell"), entered into a definitive Agreement and Plan of Merger, dated as of June 21, 1999 (the "Merger Agreement") with Trenwick Group Inc., a Delaware corporation ("Trenwick"), pursuant to which Chartwell will be merged with and into Trenwick (the "Merger"). In connection with the Merger Agreement, Trenwick and Chartwell have entered into a Stock Option Agreement, dated as of June 21, 1999. On June 22, 1999, Chartwell and Trenwick issued a joint press release announcing the Merger, which is filed herewith as Exhibit 99.2 and which is incorporated by reference herein. Item 7. Financial Statements and Exhibits (c) Exhibits 2.1 Agreement and Plan of Merger, dated as of June 21, 1999, between Trenwick and Chartwell. 99.1 Stock Option Agreement, dated as of June 21, 1999, between Trenwick and Chartwell 99.2 Press release of Trenwick and Chartwell issued June 22, 1999. 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. CHARTWELL RE CORPORATION By: /s/ John V. Del Col ---------------------------------- John V. Del Col Vice President, General Counsel and Secretary Dated: June 25, 1999 -2- EXHIBIT INDEX Exhibit Description of Exhibit - -------- ---------------------- 2.1 Agreement and Plan of Merger, dated as of June 21, 1999, between Trenwick and Chartwell. 99.1 Stock Option Agreement, dated as of June 21, 1999, between Trenwick and Chartwell 99.2 Press release of Trenwick and Chartwell issued June 22, 1999. -3-