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) September 6, 2002
Trenwick America Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-31967 06-1087672
State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
One Canterbury Green
Stamford, Connecticut 06901
(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
On September 6, 2002, Trenwick Group Ltd. ("Trenwick"), the ultimate
parent company of Trenwick America Corporation, entered into a Settlement
Agreement, a Second Amended and Restated Catastrophe Equity Securities Issuance
Option Agreement and Amendment No. 1 to Registration Rights Agreement, each
dated September 6, 2002, pursuant to which Trenwick and European Reinsurance
Company of Zurich ("European Re") agreed to the settlement of the outstanding
arbitration between Trenwick and European Re and the purchase by European Re of
550,000 Series B Cumulative Convertible Perpetual Preferred Shares of Trenwick
for a purchase price of $40,000,000.
On September 6, 2002, Trenwick issued a press release announcing the
transaction. A copy of the press release is filed herewith as Exhibit 99.5 and
is incorporated by reference herein.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99.1 Settlement Agreement, dated as of September 6, 2002, between Trenwick
Group Ltd. and European Reinsurance Company of Zurich.
99.2 Second Amended and Restated Catastrophe Equity Securities Issuance Option
Agreement, dated as of September 6, 2002, between Trenwick Group Ltd. and
European Reinsurance Company of Zurich.
99.3 Certificate of Designation, Preferences and Rights of Series B Cumulative
Convertible Perpetual Preferred Shares of Trenwick Group Ltd.
99.4 Amendment No. 1 to Registration Rights Agreement, dated as of September 6,
2002, between Trenwick Group Ltd. and European Reinsurance Company of
Zurich.
99.5 Press release of Trenwick Group Ltd. issued September 6, 2002.
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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 AMERICA CORPORATION
By: /s/ Stephen H. Binet
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Stephen H. Binet
President and
Chief Executive Officer
Dated: September 10, 2002
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EXHIBIT INDEX
Exhibit Description of Exhibit
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99.1 Settlement Agreement, dated as of September 6, 2002, between Trenwick
Group Ltd. and European Reinsurance Company of Zurich.
99.2 Second Amended and Restated Catastrophe Equity Securities Issuance Option
Agreement, dated as of September 6, 2002, between Trenwick Group Ltd. and
European Reinsurance Company of Zurich.
99.3 Certificate of Designation, Preferences and Rights of Series B Cumulative
Convertible Perpetual Preferred Shares of Trenwick Group Ltd.
99.4 Amendment No. 1 to Registration Rights Agreement, dated as of September 6,
2002, between Trenwick Group Ltd. and European Reinsurance Company of
Zurich.
99.5 Press release of Trenwick Group Ltd. issued September 6, 2002.