SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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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) December 19, 1999
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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 or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) 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
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. - Other Events
Trenwick Group Inc., a Delaware corporation ("Trenwick"), entered into
a definitive Agreement, Scheme of Arrangement, Plan of Merger and Plan of
Reorganization, dated as of December 19, 1999 (the "Business Combination
Agreement") with LaSalle Re Holdings Limited, a Bermuda company ("LaSalle"),
LaSalle Re Limited, a Bermuda company ("LaSalle Re"), Trenwick Group (Delaware)
Inc. and Gowin Holdings International Limited, pursuant to which the
stockholders of Trenwick, the common stockholders of LaSalle and the minority
shareholders of LaSalle Re will each exchange their shares on a one-for-one
basis for shares in a newly formed Bermuda company (the "Business Combination").
See the full text of the Business Combination Agreement which is filed herewith
as Exhibit 2.1 and which is incorporated by reference herein.
In connection with the Business Combination Agreement, Trenwick and
LaSalle have granted to each other options to purchase up to 19.9% of their
outstanding shares pursuant to Stock Option Agreements, each dated as of
December 19, 1999. See the full text of the Stock Option Agreements which are
filed herewith as Exhibits 99.1 and 99.2 and which are incorporated by reference
herein.
Certain shareholders of LaSalle and LaSalle Re have agreed to vote
their shareholdings in favor of the Business Combination pursuant to a
Shareholders Agreement, dated as of December 19, 1999. See the full text of the
Shareholders Agreement which is filed herewith as Exhibit 99.3 and which is
incorporated by reference herein.
On December 19, 1999, Trenwick and LaSalle issued a joint press release
announcing the Business Combination, which is filed herewith as Exhibit 99.4 and
which is incorporated by reference herein.
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.
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).
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.).
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.
99.4 Press release of Trenwick Group Inc. and LaSalle Re Holdings Limited
issued December 19, 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.
TRENWICK GROUP INC.
By: /s/ James F. Billett, Jr.
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James F. Billett, Jr.
Chairman, President and
Chief Executive Officer
Dated: December 22, 1999
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.
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).
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.).
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.
99.4 Press release of Trenwick Group Inc. and LaSalle Re Holdings Limited
issued December 19, 1999.