1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 23, 2000
REGISTRATION NO. 333-44290
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
TRENWICK GROUP LTD.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
BERMUDA 6719 NOT APPLICABLE
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
------------------------
CONTINENTAL BUILDING
25 CHURCH STREET
HAMILTON HM 12
BERMUDA
(441) 292-3339
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
COLEMAN D. ROSS
EXECUTIVE VICE PRESIDENT & CHIEF FINANCIAL OFFICER
TRENWICK GROUP LTD.
CONTINENTAL BUILDING
25 CHURCH STREET
HAMILTON HM 12
BERMUDA
(441) 292-3339
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
COPIES TO:
JAMES R. CAMERON, ESQ. RICHARD W. SHEPRO, ESQ.
BAKER & MCKENZIE MAYER, BROWN & PLATT
805 THIRD AVENUE 190 SOUTH LASALLE STREET
NEW YORK, NEW YORK 10022 CHICAGO, ILLINOIS 60603
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement is declared effective and all
other conditions of the business combination of Trenwick Group Inc. and LaSalle
Re Holdings Limited under the Registrant pursuant to the Agreement, Schemes of
Arrangement and Plan of Reorganization described in the enclosed joint proxy
statement/prospectus have been satisfied or waived.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, check the
following box and list the Securities Act registration statement number of the
earlier effective registration for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [ ]
------------------------
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED(1) REGISTERED(2) OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE(3)
- -----------------------------------------------------------------------------------------------------------------------------
Common Shares, par value $.10 per share (including
associated Rights)(5)... 36,743,467 (3) $708,045,467.80
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------- -------------------
- ----------------------------------------------------- -------------------
AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED(1) REGISTRATION FEE(4)
- ----------------------------------------------------- -------------------
Common Shares, par value $.10 per share (including
associated Rights)(5)... $186,924.00
- ----------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
(1) This Registration Statement relates to the common shares, par value $.10 per
share, of the Registrant estimated to be issuable in connection with the
business combination.
(2) The number of Trenwick Group Ltd. common shares to be registered pursuant to
this Registration Statement is based on the maximum number of Trenwick Group
Ltd. common shares estimated to be issuable to holders of Trenwick common
stock, LaSalle Re Holdings Limited common shares and LaSalle Re Limited
exchangeable non-voting common shares upon the effectiveness of the business
combination under the terms of the business combination agreement which
represents that number of shares of Trenwick common stock, LaSalle common
shares and LaSalle Re exchangeable non-voting common shares (other than
those owned by LaSalle), expected to be outstanding immediately prior to the
effective time of the business combination, multiplied by the exchange ratio
of one Trenwick Group Ltd. common share for each share of Trenwick common
stock, LaSalle common share and LaSalle Re exchangeable non-voting common
share.
(3) The estimated registration fees have been computed pursuant to Rule
457(f)(1) and 457(c) under the Securities Act and estimated solely for the
purpose of calculating the registration fee, the proposed maximum aggregate
offering price is equal to the sum of (a) the product of (x) $19.6875, the
average of the high and low sales prices per share of Trenwick common stock
on the New York Stock Exchange, Inc. Composite Transaction Tape on August
17, 2000, multiplied by (y) 16,288,082, the total number of shares of
Trenwick common stock to be exchanged pursuant to the terms of the business
combination agreement and (b) the product of (x) $18.9375, the average of
the high and low sales prices per share of LaSalle common shares on the New
York Stock Exchange, Inc. Composite Transaction Tape on August 17, 2000,
multiplied by (y) 20,455,385, the total number of LaSalle common shares and
LaSalle Re exchangeable non-voting common shares to be exchanged pursuant to
the terms of the business combination agreement.
(4) This fee has been calculated pursuant to Rule 457(f) under the Securities
Act as .0264 of one percent of $708,045,467.80, the proposed maximum
aggregate offering price. Pursuant to Rule 457(b) under the Securities Act,
the amount of the registration fee has been reduced by $103,787.51, the
amounts paid to the Securities and Exchange Commission on July 5, 2000
($6,545.92), May 17, 2000 ($9,456.25) and March 20, 2000 ($87,785.34) with
respect to this transaction. The difference of $83,136.49 is being paid
herewith.
(5) Includes associated Rights to purchase one one-hundredth of a share of
Trenwick Group Ltd. Series A First Preference Shares, par value $.10 per
share. Until the occurrence of certain prescribed events, the Rights are not
exercisable. The Rights are evidenced by the certificates representing
Trenwick Group Ltd. common shares and will be transferred only with such
shares.
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Bermuda law, a company is permitted to indemnify any officer or
director, out of the funds of the company against (a) any liability incurred by
him or her in defending any proceedings, whether civil or criminal, in which
judgment is given in his or her favor, or in which he or she is acquitted, or in
connection with any application under relevant Bermuda legislation in which
relief from liability is granted to him or her by the court and (b) any loss or
liability resulting from negligence, default, breach of duty or breach of trust,
save for his or her fraud and dishonesty.
The Bye-laws of Trenwick Group Ltd. provide for the indemnity of its
officers and directors as well as their heirs, executors and administrators to
the fullest extent permitted by law. Bermuda law does not permit indemnification
of a person who is or may be found guilty of fraud or dishonesty.
The Bye-laws of Trenwick Group Ltd. also provide that all reasonable
expenses (including attorneys' fees) incurred by or on behalf of an officer or
director of Trenwick Group Ltd. in defending any civil, criminal, administrative
or investigative action, suit or proceeding shall be paid by Trenwick Group Ltd.
in advance of the final disposition of such action, suit or proceeding upon
receipt of an undertaking by or on behalf of such director or officer to repay
such amount if it shall ultimately be determined that he or she is not entitled
to be indemnified by Trenwick Group Ltd. pursuant to Bermuda law.
The Bye-laws of Trenwick Group Ltd. also provide that an officer or
director of Trenwick Group Ltd. shall not be personally liable to Trenwick Group
Ltd. or its shareholders for monetary damages for any breach of fiduciary duty
as a director or officer, except to the extent that such limitation is
prohibited by Bermuda law.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- ------- -------------------
2.1 Amended and Restated Agreement, Schemes of Arrangement and
Plan of Reorganization, dated as of March 20, 2000, by and
among LaSalle Re Holdings Limited, LaSalle Re Limited,
Trenwick Group Inc. and Gowin Holdings International Limited
(included as Appendix A to the Joint Proxy
Statement/Prospectus contained in this Registration
Statement).*
2.2 Amendment No. 1 to Amended and Restated Agreement, Schemes
of Arrangement and Plan of Reorganization, dated as of June
28, 2000, by and among LaSalle Re Holdings Limited, LaSalle
Re Limited, Trenwick Group Inc. and Trenwick Group Ltd.
(formerly known as Gowin Holdings International Limited)
(included as Appendix B to the Joint Proxy
Statement/Prospectus contained in this Registration
Statement).*
3.1 Memorandum of Association of Gowin Holdings International
Limited, dated as of December 10, 1999, as amended.*
3.2(a) Certificate of Incorporation for Gowin Holdings
International Limited, dated December 14, 1999.*
3.2(b) Certificate of Incorporation on Change of Name from Gowin
Holdings International Limited to Trenwick Group Ltd., dated
as of March 27, 2000.*
3.3 Bye-laws of Trenwick Group Ltd.*
4.1 See Exhibits 3.1 through 3.3 for provisions of the
Memorandum of Association and Bye-laws of Trenwick Group
Ltd. defining the rights of holders of common shares of
Trenwick Group Ltd.*
II-1
3
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- ------- -------------------
4.2 Specimen Trenwick Group Ltd. common share certificate.*
4.3 Form of Rights Agreement, by and among Trenwick Group Ltd.
and First Chicago Trust Company of New York.*
5.1 Opinion of Appleby Spurling & Kempe regarding the validity
of securities being offered hereby.*
8.1 Opinion of Baker & McKenzie regarding certain U.S. federal
income tax matters.*
8.2 Opinion of Baker & McKenzie regarding certain U.K. tax
consequences.*
8.3 Opinion of Mayer, Brown & Platt regarding certain federal
income tax matters.*
8.4 Opinion of Appleby Spurling & Kempe regarding certain
Bermuda tax matters.*
23.1 Consent of PricewaterhouseCoopers LLP.*
23.2 Consent of Deloitte & Touche.*
23.3 Consent of KPMG.*
23.4 Consent of Appleby Spurling & Kempe (included in Exhibits
5.1 and 8.4).
23.5 Consent of Baker & McKenzie (included in Exhibits 8.1 and
8.2).*
23.6 Consent of Mayer, Brown & Platt (included in Exhibit 8.3).
24.1 Powers of Attorney (included on Pages II-4 and II-5 of this
Registration Statement).*
99.1 Form of Trenwick Group Inc. Proxy (included as the
antepenultimate document of Part I of this Registration
Statement).*
99.2 Form of LaSalle Re Holdings Limited Proxy (included as the
penultimate document of Part I of this Registration
Statement).*
99.3 Form of LaSalle Re Limited Proxy (included as the last
document of Part I of this Registration Statement).*
99.4 Trenwick Stock Option Agreement, dated December 19, 1999,
between Trenwick Group Inc. and LaSalle Re Holdings Limited
(included as Appendix D to the Joint Proxy
Statement/Prospectus contained in this Registration
Statement).*
99.5 LaSalle Stock Option Agreement dated as of December 19,
1999, between Trenwick Group Inc. and LaSalle Re Holdings
Limited (included as Appendix E to the Joint Proxy
Statement/ Prospectus contained in this Registration
Statement).*
99.6 Consent of Donaldson, Lufkin & Jenrette Securities
Corporation.*
99.7 Consent of Lazard Freres & Co. LLC.
99.8 Consent of Salomon Smith Barney Inc.
* Previously filed.
(b) All financial statement schedules of Trenwick Group Inc. and LaSalle Re
Holdings Limited which are required to be included herein are included in the
Annual Report of Trenwick Group Inc. on Form 10-K for the year ended December
31, 1999 (File No. 1-15389) or the Amended Annual Report of LaSalle Re Holdings
Limited on Form 10-K/A for the year ended September 30, 1999 (File No. 1-
12823), respectively, which are incorporated herein by reference.
II-2
4
(c) The opinions of Donaldson, Lufkin & Jenrette Securities Corporation,
Lazard Freres & Co. LLC and Salomon Smith Barney Inc. are included as Appendices
F, G and H, respectively, to the Joint Proxy Statement/Prospectus contained in
this Registration Statement.
ITEM 22. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Securities and Exchange Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more than
a 20 percent change in the maximum aggregate offering price set forth in
the effective Registration Statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this registration
statement, by any person or party who is deemed to be an underwriter within
the meaning of Rule 145(c), the issuer undertakes that such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other items
of the applicable form.
(5) That every prospectus: (i) that is filed pursuant to paragraph (4)
immediately preceding, or (ii) that purports to meet the requirements of
Section 10(a)(3) of the Act and is used in connection with an offering of
securities subject to Rule 415, will be filed as a part of an amendment to
the Registration Statement and will not be used until such amendment is
effective, and that, for purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than
II-3
5
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
(c) The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the Registration Statement through the
date of responding to the request.
(d) The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.
II-4
6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amended registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Hamilton, Bermuda
on the day of August 23, 2000.
TRENWICK GROUP LTD.
By: /s/ JAMES F. BILLETT, JR.
------------------------------------
James F. Billett, Jr., Chairman of
the Board,
President and Chief Executive
Officer
------------------------
Pursuant to the requirements of the Securities Act of 1933, this amended
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ JAMES F. BILLETT, JR. Chairman of the Board, President and August 23, 2000
- ------------------------------------------ Chief Executive Officer and Director
James F. Billett, Jr.
/s/ COLEMAN D. ROSS Executive Vice President and Chief August 23, 2000
- ------------------------------------------ Financial Officer
Coleman D. Ross
/s/ ALAN L. HUNTE Vice President and Treasurer August 23, 2000
- ------------------------------------------
Alan L. Hunte
* Director August 23, 2000
- ------------------------------------------
W. Marston Becker
* Director August 23, 2000
- ------------------------------------------
Anthony S. Brown
* Director August 23, 2000
- ------------------------------------------
Richard E. Cole
II-5
7
SIGNATURE TITLE DATE
--------- ----- ----
* Director August 23, 2000
- ------------------------------------------
Robert M. DeMichele
* Director August 23, 2000
- ------------------------------------------
Robert V. Deutsch
* Director August 23, 2000
- ------------------------------------------
Neil Dunn
* Director August 23, 2000
- ------------------------------------------
Clement S. Dwyer, Jr.
* Director August 23, 2000
- ------------------------------------------
Frank E. Grzelecki
* Director August 23, 2000
- ------------------------------------------
P. Anthony Jacobs
* Director August 23, 2000
- ------------------------------------------
Peter J. Rackley
* Director August 23, 2000
- ------------------------------------------
Joseph D. Sargent
* Director August 23, 2000
- ------------------------------------------
Frederick D. Watkins
* Director August 23, 2000
- ------------------------------------------
Stephen R. Wilcox
/s/ ALAN L. HUNTE Authorized Representative in the August 23, 2000
- ------------------------------------------ United States
Alan L. Hunte
- ------------------------------------------
/s/ ALAN L. HUNTE
* by: -----------------------------------
(Attorney-In-Fact)
II-6
8
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- ------- -------------------
2.1 Amended and Restated Agreement, Schemes of Arrangement and
Plan of Reorganization, dated as of March 20, 2000, by and
among LaSalle Re Holdings Limited, LaSalle Re Limited,
Trenwick Group Inc. and Gowin Holdings International Limited
(included as Appendix A to the Joint Proxy
Statement/Prospectus contained in this Registration
Statement).*
2.2 Amendment No. 1 to Amended and Restated Agreement, Schemes
of Arrangement and Plan of Reorganization, dated as of June
28, 2000, by and among LaSalle Re Holdings Limited, LaSalle
Re Limited, Trenwick Group Inc. and Trenwick Group Ltd.
(formerly known as Gowin Holdings International Limited)
(included as Appendix B to the Joint Proxy
Statement/Prospectus contained in this Registration
Statement).*
3.1 Memorandum of Association of Gowin Holdings International
Limited, dated as of December 10, 1999, as amended.*
3.2(a) Certificate of Incorporation for Gowin Holdings
International Limited, dated December 14, 1999.*
3.2(b) Certificate of Incorporation on Change of Name from Gowin
Holdings International Limited to Trenwick Group Ltd., dated
as of March 27, 2000.*
3.3 Bye-laws of Trenwick Group Ltd.*
4.1 See Exhibits 3.1 through 3.3 for provisions of the
Memorandum of Association and Bye-laws of Trenwick Group
Ltd. defining the rights of holders of common shares of
Trenwick Group Ltd.*
4.2 Specimen Trenwick Group Ltd. common share certificate.
4.3 Form of Rights Agreement, by and among Trenwick Group Ltd.
and First Chicago Trust Company of New York.*
5.1 Opinion of Appleby Spurling and Kempe regarding the validity
of securities being offered hereby.*
8.1 Opinion of Baker & McKenzie regarding certain U.S. federal
income tax matters.*
8.2 Opinion of Baker & McKenzie regarding certain U.K. tax
consequences.*
8.3 Opinion of Mayer, Brown & Platt regarding certain federal
income tax matters.*
8.4 Opinion of Appleby Spurling & Kempe regarding certain
Bermuda tax matters.*
23.1 Consent of PricewaterhouseCoopers LLP.*
23.2 Consent of Deloitte & Touche.*
23.3 Consent of KPMG.*
23.4 Consent of Appleby Spurling & Kempe (included in Exhibits
5.1 and 8.4).*
23.5 Consent of Baker & McKenzie (included in Exhibits 8.1 and
8.2).*
23.6 Consent of Mayer, Brown & Platt (included in Exhibit 8.3).
24.1 Powers of Attorney (included on Pages II-4 and II-5 of this
Registration Statement).*
99.1 Form of Trenwick Group Inc. Proxy (included as the
antepenultimate document of Part I of this Registration
Statement).*
99.2 Form of LaSalle Re Holdings Limited Proxy (included as the
penultimate document of Part I of this Registration
Statement).*
99.3 Form of LaSalle Re Limited Proxy (included as the last
document of Part I of this Registration Statement).*
9
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- ------- -------------------
99.4 Trenwick Stock Option Agreement, dated December 19, 1999,
between Trenwick Group Inc. and LaSalle Re Holdings Limited
(included as Appendix D to the Joint Proxy Statement/
Prospectus contained in this Registration Statement).*
99.5 LaSalle Stock Option Agreement dated as of December 19,
1999, between Trenwick Group Inc. and LaSalle Re Holdings
Limited (included as Appendix E to the Joint Proxy
Statement/ Prospectus contained in this Registration
Statement).*
99.6 Consent of Donaldson, Lufkin & Jenrette Securities
Corporation.*
99.7 Consent of Lazard Freres & Co. LLC.
99.8 Consent of Salomon Smith Barney Inc.
* Previously filed.