SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A NO. 1
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2002.
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period ______________ to ______________.
Commission file number 1-16089
TRENWICK GROUP LTD.
(Exact name of registrant as specified in its charter)
Bermuda 98-0232340
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
LOM Building, 27 Reid Street, Hamilton HM11 Bermuda
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 441-292-4985
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
Common Shares, par value Over-The-Counter Bulletin Board (OTC)
$.10 per share
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No |_|
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |X|
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes |_| No |X|
The aggregate market value on April 15, 2003 of the voting stock held by
non-affiliates of the registrant was $3,600,499.
The number of shares outstanding of each of the issuer's classes of common
stock as of the latest practicable date:
Class Outstanding at April 15, 2003
----- -----------------------------
Common Shares, $.10 par value 36,786,842
Form 10-K/A No. 1
The undersigned registrant hereby amends the following items of the Annual
Report on Form 10-K for the fiscal year ended December 31, 2002 to include the
Part III information set forth herein and to file exhibit 10.78.
PART III
Item 10. Directors and Executive Officers.
The executive officers and directors of Trenwick Group Ltd. ("Trenwick"),
and their ages as of April 15, 2003, are as follows:
Name Age Position(s)
- ---- --- -----------
W. Marston Becker......................... 50 Acting Chairman of the Board and
Acting Chief Executive Officer
Alan L. Hunte............................. 53 Executive Vice President & Chief
Financial Officer
Anthony S. Brown.......................... 60 Director
Robert M. DeMichele....................... 58 Director
Clement S. Dwyer, Jr...................... 54 Director
Joseph D. Sargent......................... 73 Director
Stephen R. Wilcox......................... 69 Director
W. Marston Becker, 50, has served as acting Chairman of the Board
and acting Chief Executive Officer of Trenwick since August 2002, and as a
director of Trenwick since August 2000. Mr. Becker is Chairman of the
Compensation Committee and a member of the Executive Committee. Mr. Becker was a
director of Trenwick Group Inc. from 1997 until the Trenwick Group Inc./LaSalle
Re Holdings Limited business combination in September 2000. He has been Chairman
of Hales & Company, an investment company, since June 2000. He was President -
Specialty Insurance of Royal & SunAlliance USA, Inc., an insurance holding
company, from its acquisition of Orion Capital Corporation in November 1999
until May 2000 and a director of Royal & Sun Alliance USA, Inc. from November
1999 until December 2000. From January 1997 to November 1999, he was Chairman of
the Board and Chief Executive Officer of Orion Capital Corporation, an insurance
holding company. He was previously Vice Chairman of the Board (March 1996 to
December 1996) and Senior Vice President (July 1994 to March 1996) of Orion
Capital Corporation and served as President and Chief Executive Officer of the
DPIC Companies (subsidiaries of Orion Capital Corporation) from July 1994 to
June 1996 and as President and Chief Executive Officer of McDonough Caperton
Insurance Group, an insurance brokerage firm, from March 1987 to July 1994.
Alan L. Hunte, 53, has served as the Chief Financial Officer since
March 2002 and Executive Vice President of Trenwick since 1999. Before that, Mr.
Hunte served as Chief Financial Officer of Trenwick Group Inc. from 1993 through
1999, Treasurer from 1987 through
1
1993 and Vice President from 1984 through 1987. He has been a director and
Treasurer of Trenwick America Re since 1988 and also Executive Vice President
and Chief Financial Officer of Trenwick America Re since 1993. Mr. Hunte is a
Chartered Accountant, having served as audit manager for a public accounting
firm prior to joining the Company in 1981.
Anthony S. Brown, 60, has been a director of Trenwick since August
2000. Mr. Brown is Chairman of the Board Affairs Committee and a member of the
Audit Committee. Mr. Brown was a director of Trenwick Group Inc. from 1990 until
the Trenwick Group Inc./LaSalle Re Holdings Limited business combination in
September 2000. He is a Professor at the Terry Sanford Institute of Public
Policy at Duke University and was Director of Equity Administration of The First
Boston Corporation, an investment banking firm, between 1991 and 1993. Prior to
1991, Mr. Brown was Vice President, External Affairs, of the University of
Connecticut and was formerly Chairman and Chief Executive Officer of Covenant
Insurance Company, with which he was associated from 1968 to 1989.
Robert M. DeMichele, 58, has been a director of Trenwick since
August 2000. Mr. DeMichele is Chairman of the Investment Committee and a member
of the Compensation Committee. Mr. DeMichele was a director of Trenwick Group
Inc. from the Trenwick Group Inc./Chartwell Re Corporation merger in October
1999 until the Trenwick Group Inc./LaSalle Re Holdings Limited business
combination in September 2000. From December 1995 until the Trenwick/Chartwell
merger, Mr. DeMichele was a director of Chartwell Re Corporation. Mr. DeMichele
has been President and Chief Executive Officer of Strategy Asset Managers LLC,
an investment advisor, since March 2001. From 1982 until November 2000 he was a
director, Chief Executive Officer and President of Lexington Global Asset
Management. Mr. DeMichele also serves as a director of The Navigators Group,
Inc., an insurance holding company.
Clement S. Dwyer, Jr., 54, has served as a director of Trenwick
since August 2000. Mr. Dwyer is a member of the Executive Committee and the
Compensation Committee. Mr. Dwyer was a director of LaSalle Re Holdings Limited
and LaSalle Re Limited from February 1998 until the Trenwick Group Inc./LaSalle
Re Holdings Limited business combination in September 2000. He has 30 years of
experience in the insurance industry, concentrating primarily in worldwide
property casualty business and the financing of insurance enterprises. Since
1997, Mr. Dwyer has been Managing Member of URSA Advisors, L.L.C., which
provides advisory and capital-raising services to insurance and reinsurance
companies. From May to December 1996, he was President and Chief Executive
Officer of Signet Star Holdings, Inc., the holding company for the reinsurance
subsidiaries of W.R. Berkeley Corp. From 1992 to 1996, he was Executive Vice
President and Director of Guy Carpenter & Company, Inc., a reinsurance broker
and a subsidiary of Marsh & McLennan Companies Inc., by which he had been
employed in various executive capacities since 1970.
Joseph D. Sargent, 73, has been a director of Trenwick since August
2000. Mr. Sargent is a member of the Executive Committee and the Compensation
Committee. Mr. Sargent was a director of Trenwick Group Inc. and its predecessor
since 1978. He has been Chairman and a Principal of Bradley, Foster & Sargent,
an investment advisory firm, since 1994. Mr. Sargent is a member of the Board of
Directors of Beazley Group plc.
Stephen R. Wilcox, 69, has been a director of Trenwick since August
2000. Mr. Wilcox is Chairman of the Audit Committee and a member of the Board
Affairs Committee. Mr. Wilcox was a director of Trenwick Group Inc. and its
predecessor from 1978 until the Trenwick Group Inc./LaSalle Re Holdings Limited
business combination in September 2000. Since 1998, Mr. Wilcox has been
President and Chief Executive Officer of Kelton International Inc., a securities
broker-dealer. He has been President of The Wilcox Group, Inc., a financial and
consulting firm, since 1998. He was a Senior Consultant of Hyperion Capital
Management, an
2
investment advisory firm, from 1995 to 1998 and a Partner and Senior Vice
President of Conning & Company, an insurance industry research, financial and
consulting firm, with which he was associated from 1958 to 1988.
The following former executive officers and directors of Trenwick
served during the last completed fiscal year:
Name Position Date of Termination
- ---- -------- of Service
----------
James F. Billett, Jr. Chairman of the Board & January 2003
Chief Executive Officer
Steven J. Bensinger Executive Vice President January 2002
Paul Feldsher Executive Vice President & January 2003
Chief Underwriting Officer
Robert A. Giambo Executive Vice President & February 2003
Chief Actuary
John V. Del Col General Counsel January 2003
Coleman D. Ross Executive Vice President & March 2002
Chief Financial Officer
Richard E. Cole Director May 2002
Robert V. Deutsch Director November 2002
Neil Dunn Director May 2002
Frank E. Grzelecki Director February 2002
P. Anthony Jacobs Director May 2002
Frederick D. Watkins Director May 2002
Section 16(A) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires Trenwick's
executive officers and directors, and persons who own more than ten percent of a
registered class of Trenwick's common shares, to file reports of ownership and
changes in ownership with the SEC. Based on Trenwick's review of all insiders'
filings received, and written representations from reporting persons, Trenwick
believes there were no Section 16(a) violations for Trenwick for the year ended
December 31, 2002.
3
Item 11. Executive Compensation.
The following table sets forth information concerning total compensation
paid to Trenwick's current Chief Executive Officer during fiscal 2002 and the
four other most highly paid executive officers of Trenwick who served in such
capacities as of December 31, 2002 for services rendered to Trenwick during each
of the last three fiscal years, if applicable. The table also sets forth
information concerning the compensation of James F. Billett, Jr., the former
Chief Executive Officer of Trenwick, who under the Securities and Exchange
Commission ("SEC") rules is required to be included in this table. The
individuals listed in the following table are referred to herein as the "named
executive officers."
Summary Compensation Table
Long-Term Compensation
Annual Compensation Awards
-------------------------------------- ----------------------
Restricted
Other Annual Share Securities All Other
Name & Principal Compensation Awards($) Underlying Compensation
Position Year Salary ($) Bonus ($) ($)(1) (2) Options ($)(3)
- -------------------------- ---- ---------- --------- ------------ ---------- ---------- ------------
W. Marston Becker 2002 225,000(4) -- -- -- -- --
Acting Chief Executive
Officer
James F. Billett, Jr 2002 741,269 150,000 95,364 -- -- 113,215
Chairman, 2001 811,964 -- 86,806 361,248 550,880 160,294
President & Chief 2000 574,233 315,000 90,560 352,495 81,346 140,336
Executive Officer
Alan L. Hunte 2002 319,250 375,000 -- -- 67,612 38,993
Executive Vice
President &
Chief Financial Officer
Paul Feldsher 2002 295,212 -- -- -- 70,612 38,989
Executive Vice 2001 272,966 -- -- 131,996 18,592 40,412
President & Chief 2000 262,121 250,000 -- 128,505 29,654 37,742
Underwriting Officer
Robert A. Giambo 2002 295,212 -- -- -- 66,929 38,996
Executive Vice 2001 272,960 -- -- 131,996 18,592 40,426
President 2000 262,121 225,000 -- 128,505 29,654 37,753
& Chief Actuary
John V. Del Col 2002 288,462 400,000 -- -- 24,183 35,453
General Counsel 2001 233,269 75,000 -- 106,224 15,610 33,982
2000 203,654 175,000 -- 99,996 23,077 23,800
(1) Consists of perquisites and other personal benefits provided by Trenwick
for the indicated calendar years in which the amounts exceeded the lesser
of $50,000 or ten percent of the named executive officer's combined salary
and bonus for the year. Includes $46,110 for 2002, $43,653 for 2001 and
$43,775 for 2000 for supplemental whole life and health benefits and
$36,921 for 2002, $34,022 for 2001 and $39,968 for 2000 for automobile
expenses.
(2) The restricted shares vest in equal annual installments over five years
from the date of award. Dividends are paid on restricted shares at the
same rate as paid to all shareholders
4
and, as permitted, those amounts have not been included in this table. The
aggregate total of unvested restricted share holdings of each of the named
executives as of December 31, 2002, at the then-applicable market price
per share of $0.72, were as follows:
Name Unvested Restricted Shares (#) Value ($)
- ---- ------------------------------ ---------
W. Marston Becker 0 0
James F. Billett, Jr. 29,837 $21,483
Alan L. Hunte 10,889 $ 7,840
Paul Feldsher 10,889 $ 7,840
Robert A. Giambo 10,889 $ 7,840
John V. Del Col 8,584 $ 6,180
(3) This column shows contributions by Trenwick under various defined
contribution plans. The following table details the amounts contributed by
Trenwick by defined contribution plan and named executive.
Supplemental
Executive
401(k) Pension Retirement Plan Supplemental Executive
Name Year Savings Plans Plans Contribution Retirement Plan Interest
- --------------------- ---- ------------- ----- ------------ ------------------------
James F. Billett, Jr. 2002 11,000 16,000 42,000 44,215
2001 10,200 13,600 59,485 77,009
2000 10,200 13,600 57,539 58,997
Paul Feldsher 2002 11,000 16,000 7,693 4,296
2001 10,200 13,600 9,720 6,892
2000 10,200 13,600 8,960 4,982
Robert A. Giambo 2002 11,000 16,000 7,693 4,303
2001 10,200 13,600 9,720 6,906
2000 10,200 13,600 8,960 4,993
Alan L. Hunte 2002 11,000 16,000 7,693 4,300
John V. Del Col 2002 11,000 16,000 7,693 760
2001 10,200 13,600 9,720 462
2000 10,200 13,600 -- --
(4) Amount represents fees paid or payable by Trenwick pursuant to an
agreement between Trenwick and W. Marston Becker for his services rendered
to Trenwick. Such amount does not include reimbursement of business
expenses incurred by Mr. Becker in connection with the performance of his
services to Trenwick. For a description of the agreement, see "Employment
Contracts and Arrangements" below.
The following table sets forth information with respect to stock option
grants to the named executive officers in 2002. The options granted during 2002
to the named executive officers pursuant to Trenwick's 1993 Employee Stock
Option Plan, 1997 Omnibus Stock Incentive Plan or 1996 Long-term Incentive Plan
become exercisable in five equal annual installments beginning one year from the
date of grant, but become immediately exercisable in full in the event of a
change in control of Trenwick. The exercise price of the options equals the fair
market value of the common stock at the date of the grant. The options are
subject to termination prior to their expiration date in the event of
termination of employment.
5
Option Grants in Last Fiscal Year
Potential Realizable Value
at
Number of Percent of Assumed Annual Rates of
Securities Total Options Stock Price Appreciation
Underlying Granted to Exercise for
Options Employees in Price Expiration Option Term ($)
Name Granted (#) Fiscal Year (%) ($/Share) Date 5% 10%
- --------------------- ----------- --------------- --------- ---------- ---------------------------
W. Marston Becker 1,000 0.19% $8.40 5/15/2012 $ 5,283 $13,387
James F. Billett, Jr. 0 0
Alan L. Hunte 67,612 12.73% $0.89 12/16/2012 $37,844 $95,903
Paul Feldsher 70,612 13.30% $0.89 2/28/2003 $ 0 $ 0
Robert A. Giambo 66,929 12.61% $0.89 4/21/2003 $ 0 $ 0
John V. Del Col 24,183 4.55% $0.89 2/16/2003 $ 0 $ 0
There were no stock options exercised during 2002 by a named executive
officer. The following table sets forth the number of unexercised options held
by the named executive officers at December 31, 2002. Also included is the value
of "in-the-money" options on December 31, 2002. In-the-money options are options
with an exercise price of less than the fair market value of Trenwick's common
shares.
Aggregated Option/Exercises in Last Fiscal Year and Option Values at
Fiscal Year End
Number of Securities Underlying Value of Unexercised
Unexercised Options at In-the-Money Options at
December 31, 2002 (#) December 31, 2002 ($)(1)
------------------------------- ---------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- --------------------- ----------- ------------- ----------- -------------
W. Marston Becker 6,250 1,000 0 0
James F. Billett, Jr. 288,265 217,105 0 0
Alan L. Hunte 0 67,612 0 0
Paul Feldsher 0 70,612 0 0
Robert A. Giambo 0 66,929 0 0
John V. Del Col 0 24,183 0 0
(1) Represents the difference between the closing price per Trenwick common
share on December 31, 2002, of $0.72, and the exercise price of
"in-the-money" options granted to each named executive officer.
Directors' Compensation
For the year ended December 31, 2002, each non-employee director chairing
a Board committee received
6
an annual retainer of $30,000 and each other non-employee director received an
annual retainer of $25,000. In addition, each non-employee director received a
fee of $1,000 for each Board and committee meeting attended, plus reimbursement
of all customary expenses incurred in connection with attendance at Board and
committee meetings.
During the year ended December 31, 2002, each non-employee director also
received a quarterly grant of $6,250 in the form of common share equivalents
under the non-employee director deferred compensation plan for the first 3
quarters of the year and cash in that amount for the last quarter of the year.
Each committee chairman received a quarterly grant of $7,500 in common share
equivalents for the first 3 quarters of the year and cash in that amount for the
last quarter of the year. The grants were made on the last business day of each
calendar quarter. The common share equivalents were credited to each
non-employee director's account based on the Trenwick common share price on the
last business day of the calendar quarter. The common share equivalent accounts
increased or decreased in value based upon the performance of Trenwick common
shares, including any dividends paid thereon.
Under Trenwick's non-employee director deferred compensation plan,
non-employee directors were entitled to elect to defer receipt of all or a
portion of fees to be earned in the next succeeding year and have such fees
accrue either (i) at the interest rate determined by the Compensation Committee
or (ii) based upon the performance of Trenwick's common shares, including any
dividends paid thereon.
In December of 2002, Trenwick terminated the non-employee director
deferred compensation plan and paid the non-employee directors the deferred
amounts under the plan in the first quarter of 2003.
Under the 2001 Equity Incentive Plan, each eligible director is granted an
option for 1,000 common shares immediately following each Annual General
Meeting. The options have a ten year term and an exercise price equal to the
closing price for the Trenwick common shares on the date of grant. The options
vest on the earlier of (a) the day before the next Annual General Meeting and
(b) a change in control of Trenwick.
Employment Contracts and Arrangements
On August 26, 2002, Mr. Becker was elected to the position of Acting
Chairman of the Board of Directors and Acting Chief Executive Officer pursuant
to the terms of a letter agreement, entered into between Trenwick and Mr.
Becker, dated August 26, 2002 and subsequently amended on March 25, 2003 (the
"Becker Agreement"). Under the Becker Agreement, Mr. Becker is entitled to
compensation from Trenwick for his services at a monthly rate of $50,000 through
December 31, 2002 and $75,000, commencing January 1, 2003. In addition, under
the Becker Agreement, Mr. Becker is entitled to a cash incentive bonus, in the
aggregate amount of $600,000, payable in three installments of $200,000 on or
before March 28, 2003 and on June 30 and December 31, 2003, provided his
engagement has not been terminated prior to such date. In the event there is a
"change in control" of Trenwick, the amount of cash incentive bonus not
previously paid to Mr. Becker will become due and payable on the date of such
change in control unless Mr. Becker's engagement has been terminated before such
date.
Trenwick has agreed under the Becker Agreement to indemnify Mr. Becker for
claims, damages and liabilities resulting from his acts or omissions which are
not found to be in bad faith or involve intentional misconduct or a knowing
violation of law. The Becker Agreement may be terminated by mutual agreement
between Trenwick and Mr. Becker or 30 days following delivery of written notice
of termination of the agreement by either Trenwick or Mr. Becker. Mr. Becker is
subject to customary confidentiality provisions under the Becker Agreement.
7
In August 2002, Mr. James F. Billett, Jr. began a medical leave from his
employment with Trenwick. On January 28, 2003, Trenwick and Mr. Billett entered
into an agreement (the "Employment Separation Agreement") pursuant to which
Trenwick and Mr. Billett agreed that Mr. Billett's employment was terminated
effective on such date. In addition, Mr. Billett and Trenwick entered into
post-employment release and waiver agreements.
Pursuant to the terms of the Employment Separation Agreement, on February
7, 2003 Mr. Billett was paid (i) a lump sum cash separation payment of
$2,175,000 reduced by $19,250, the gross amount of salary paid to Mr. Billett
for the period from January 1, 2003 through January 28, 2003, (ii) $1,500,000
representing the settlement of a commitment under Mr. Billett's employment
agreement to contribute $2,500,000 into a rabbi trust for the benefit of Mr.
Billett, (iii) $193,733 in substitution for the value of three years of accrual
under Trenwick's qualified retirement plans and the Trenwick America Corporation
Unfunded Supplemental Executive Retirement Plan ("SERP"), (iv) $1,084,569
representing the settlement of Mr. Billett's SERP account, (v) $30,000
representing three years of financial and tax planning and (vi) $22,182 in
substitution for coverage under Trenwick's group life insurance policy. The
foregoing payments to Mr. Billett were offset against and reduced by $1,480,404,
as repayment of the principal and accrued and unpaid interest through December
31, 2002 under the promissory note dated May 11, 2001.
Trenwick also agreed to reimburse Mr. Billett for certain moving expenses
(grossed up for any income taxes imposed on such amounts) and unreimbursed
business expenses. Under the Employment Separation Agreement, Mr. Billett
forfeited all outstanding unexercised options (whether vested or unvested) and
all unvested restricted stock. Mr. Billett's participation under Trenwick's
medical, dental and health insurance benefit plans ceased on January 28, 2003.
Mr. Billett also agreed to a provision prohibiting the disclosure of any
confidential information concerning Trenwick and a noncompetition clause which
prohibits Mr. Billett from competing with Trenwick for two years.
As is customary in the Bermuda marketplace, Trenwick's subsidiary LaSalle
Re Limited ("LaSalle") has entered into employment contracts with certain of
LaSalle's senior executives. The employment contracts generally provide for the
payment of the executive's base salary for one to two years after the
termination of the executive's employment with LaSalle without cause or by the
executive as a result of a constructive discharge. In addition, the employment
contracts generally provide for the provision of certain employee benefits
following termination. The executives are required to comply with customary
confidentiality and non-disparagement provisions and are subject to
non-competition clauses for one to two years after their employment with
LaSalle.
In accordance with practices in the United Kingdom marketplace, Trenwick's
subsidiaries Trenwick International Limited and Trenwick Managing Agents Limited
have entered into employment arrangements with their senior executives providing
that each of the employer and the employee must provide notice prior to
termination of employment.
Change in Control Arrangements
Trenwick had entered into change in control agreements with each of its
senior executives. Alan Hunte is the only remaining senior executive with such
agreement, and the agreements with the other senior executives terminated when
such senior executive's employment with Trenwick terminated. Mr. Hunte's change
in control agreement provides that if, during a two year period following a
change in control of Trenwick, Trenwick terminates Mr.
8
Hunte's employment without cause or disability, or Mr. Hunte terminates his
employment for good reason, Mr. Hunte is entitled to the following:
o two years' base salary;
o a bonus in the year of termination; and
o medical benefits and perquisites for two years.
Mr. Hunte is subject to confidentiality and non-disparagement provisions
and is subject to non-competition clauses for up to two years after his
employment with Trenwick.
Compensation Committee Interlocks and Insider Participation
The current members of the Compensation Committee of the Board are Messrs.
DeMichele, Dwyer and Sargent. No executive officer of Trenwick has served as a
member of the compensation committee of any other entity whose executive
officers served as a member of the Compensation Committee of the Board.
In connection with the Trenwick Group Inc./Chartwell Re Corporation
merger, Trenwick assumed Chartwell Re Corporation's rights and obligations under
a registration rights agreement entered into in December 1995 by Chartwell Re
Corporation, certain members of the Richardson family and certain of Chartwell
Re Corporation's other stockholders. Pursuant to the registration rights
agreement, upon the request of shareholders holding at least 330,000 of
Trenwick's common shares or any security convertible into 330,000 Trenwick
common shares, Trenwick must, subject to certain limited exceptions, use its
best efforts to register such shares under the Securities Act of 1933, as
amended. Trenwick is not obligated to effect more than one registration in any
nine-month period or more than four during the term of the registration rights
agreement. The Richardson family has the right to initiate two of the four
registrations effected pursuant to the registration rights agreement. Trenwick
must pay all registration expenses in connection with the four registrations
except underwriting discounts and commissions and transfer taxes. If the
registration is in the form of an underwritten offering, the shareholders
holding a majority of the Trenwick common shares being registered pursuant to
the registration may select the underwriters, subject to Trenwick's approval.
Parties to the registration rights agreement have "piggyback" rights to
register Trenwick common shares in connection with registration of equity
securities by Trenwick. These rights are subject to limitation if the
registration involves an underwritten offering and the managing underwriter
determines that, in its good faith view, the inclusion of all or any portion of
such additional securities in the registration would have a material adverse
effect on the offering.
Mr. DeMichele was originally designated by the Richardson family as its
representative on the Board of Directors of Trenwick Group Inc. and currently
acts as a financial advisor for certain members of the Richardson family.
9
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.
Securities Authorized For Issuance Under Equity Compensation Plans
(c)
Number of securities
(a) remaining available for
Number of securities to be (b) future issuance under
issued upon exercise of Weighted-average equity compensation
outstanding options, exercise price of plans
warrants outstanding options, (excluding securities
Plan category and rights warrants and rights reflected in column(a))
- --------------------------------------- -------------------------- -------------------- -----------------------
Equity compensation plans approved
by security holders ................ 1,847,429 $18.95 1,748,815
Equity compensation plans not
approved by security holders ....... -- -- --
--------- ------ ---------
Total ................................. 1,847,429 $18.95 1,748,815
========= ====== =========
Security Ownership
The following table sets forth certain information regarding beneficial
ownership of Trenwick's Common Stock as of April 15, 2003 (unless otherwise
noted) by (i) each person who is known by the company to own beneficially more
than 5% of the Common Stock; and (ii) each of Trenwick's directors and named
executive officers and all directors and executive officers of Trenwick as a
group.
Amount and Nature of
Name and Address of Beneficial Owner Beneficial Ownership (1) Percent of Class (2)
- ------------------------------------------- ------------------------ --------------------
CNA Financial Corporation
CNA Plaza
Chicago, IL 60685 ......................... 3,707,400(3) 10.08%
Neil Gagnon
1370 Avenue of the Americas, Suite 2002
New York, NY 10019 ........................ 2,665,976(4) 7.25%
W. Marston Becker ......................... 35,250(5) *
James F. Billett, Jr ...................... 160,160 *
Alan L. Hunte ............................. 131,291 *
Paul Feldsher ............................. 57,062(6) *
Robert A. Giambo .......................... 41,335 *
John V. Del Col ........................... 13,331 *
Anthony S. Brown .......................... 65,575(7) *
Robert M. DeMichele ....................... 24,003(8) *
Clement S. Dwyer, Jr ...................... 19,689(9) *
Joseph D. Sargent ......................... 113,625(7)(10) *
Stephen R. Wilcox ......................... 10,250(7) *
All directors and officers as a group
(11 persons) .............................. 603,959 1.64%
10
* Indicates beneficial ownership of less than 1.0% of the outstanding Common
Stock.
(1) Beneficial ownership is determined in accordance with the rules of the SEC
and includes voting or investment power with respect to securities. Shares
of Common Stock issuable upon the exercise of stock options exercisable
within 60 days of the date hereof are deemed outstanding and to be
beneficially owned by the person holding such option for purposes of
computing such person's percentage ownership, but are not deemed
outstanding for the purpose of computing the percentage ownership of any
other person. Except for shares held jointly with a person's spouse or
subject to applicable community property laws, or indicated in the
footnotes to this table, each stockholder identified in the table
possesses the sole voting and investment power with respect to all shares
of Common Stock shown as beneficially owned by such stockholder.
(2) Applicable percentage of ownership is based on 36,786,842 shares of Common
Stock outstanding as of April 15, 2003.
(3) Based upon information contained in the Schedule 13G filed with the SEC on
February 14, 2001 with respect to Trenwick Group Ltd. According to
information provided in CNA Financial Corporation's definitive proxy
statement filed with the SEC on April 8, 2003, Loews Corporation owned
approximately 90% of the outstanding voting securities of CNA Financial
Corporation as of February 28, 2003.
(4) Based upon information contained in Schedule 13G, dated February 4, 2003,
filed with the SEC. The Schedule 13G states that as of December 31, 2002,
Neil Gagnon beneficially owned 2,665,976 shares of Common Stock of
Trenwick Group Ltd., which amount includes (i) 963,339 shares beneficially
owned by Mr. Gagnon over which he has voting and dispositive power; (ii)
47,105 shares beneficially owned by Mr. Gagnon over which he has voting
but not dispositive power; (iii) 430,090 shares beneficially owned by Lois
Gagnon, Mr. Gagnon's wife; (iv) 116,940 shares held by the Lois E. and
Neil E. Gagnon Foundation (the "Foundation"), of which Mr. Gagnon is a
trustee; (v) 59,320 shares held by the Gagnon Family Limited Partnership
(the "Partnership") of which Mr. Gagnon is a partner; (vi) 72,655 shares
held by the Gagnon Grandchildren Trust (the "Trust") over which Mr. Gagnon
has dispositive but not voting power; (vii) 249,705 shares held by a hedge
fund (of which Mr. Gagnon is the principal) over which Mr. Gagnon has
dispositive and voting power; and (viii) 726,822 shares held for certain
customers of Gagnon Securities LLC (of which Mr. Gagnon is the Managing
Member and the principal owner) over which shares Mr. Gagnon has
dispositive but not voting power.
(5) Includes 7,250 shares subject to stock options that are vested and
exercisable within 60 days of the date of this document.
(6) Includes 375 shares owned by relatives or held in trust for them, as to
which Mr. Feldsher disclaims beneficial ownership.
(7) Includes 10,250 shares subject to stock options that are vested and
exercisable within 60 days of the date of this document.
(8) Includes 9,050 shares subject to stock options that are vested and
exercisable within 60 days of the date of this document.
11
(9) Includes 5,000 shares subject to stock options that are vested and
exercisable within 60 days of the date of this document.
(10) Also includes 29,775 shares owned by relatives or held in trust for them,
as to which Mr. Sargent disclaims beneficial ownership.
Item 13. Certain Relationships and Related Transactions.
Management Indebtedness
With the approval of the Compensation Committee, Trenwick extended lines
of credit in the principal amount of $2,250,000 to James F. Billett, Jr. and
$400,000 to Alan L. Hunte. The lines of credit were payable upon demand and bore
interest in 2001 on outstanding balances at the prime rate of interest until
paid in full. Effective January 1, 2002, Trenwick and Messrs. Billett and Hunte
agreed to amend the terms of the lines of credit. As amended, the lines of
credit bear interest at the prime rate, which is currently 4.25%, and must be
repaid in 5% increments on a quarterly basis over the five years. The largest
aggregate amount of indebtedness outstanding under Mr. Billett's line of credit
in 2002 was $1,480,404 as of December 31, 2002. The largest aggregate amount of
indebtedness outstanding under Mr. Hunte's line of credit in 2002 was $409,513
(including accrued and unpaid interest) as of December 31, 2002. Mr. Billett's
indebtedness was repaid in full in January 2003 under the terms of the
Employment Separation Agreement as described above. The amount of Mr. Hunte's
outstanding line of credit as of April 15, 2003 was $413,314 (including accrued
and unpaid interest). The proceeds from loans made under the lines of credit
have been used by Messrs. Billett and Hunte to fund earlier acquisitions of
Trenwick's common shares.
Registration Rights Agreement
See Item 11- "Executive Compensation--Compensation Committee Interlocks
and Insider Participation."
Indemnification; Insurance
Trenwick has agreed to indemnify its directors to the full extent
permitted by Bermuda law, as it exists now and as it may be amended in the
future to permit additional indemnification. Additionally, Trenwick has agreed
to maintain directors' and officers' liability insurance coverage at least
comparable to the coverage currently in place, unless such insurance is not
reasonably available or if, in the Board of Directors' reasonable business
judgment, either (i) the premium cost for such insurance is substantially
disproportionate to the amount of insurance or (ii) the coverage is so limited
by exclusions that there is insufficient benefit provided by such insurance. In
the event Trenwick does not maintain such directors' and officers' liability
insurance, it has agreed to indemnify the directors to the full extent of the
coverage which would otherwise have been provided under such insurance.
Trenwick has generally agreed to indemnify the former officers and
directors of Chartwell Re Corporation in respect of acts or omissions occurring
prior to the effective time of the Trenwick Group Inc./Chartwell Re Corporation
merger (including, but not limited to, the transactions contemplated by the
agreement pursuant to which the Trenwick Group Inc./Chartwell Re Corporation
merger was effected) to the extent provided under Chartwell Re Corporation's
certificate of incorporation and by-laws as in effect on the date of the merger
agreement, in each case subject to any limitation imposed by applicable law. In
addition, Trenwick agreed to maintain Chartwell Re Corporation's existing
directors' and officers' liability
12
insurance for six years from the Trenwick Group Inc./Chartwell Re Corporation
merger in October 1999, subject to certain limitations.
Trenwick has also agreed to indemnify the present and former directors and
officers of Trenwick Group Inc. and LaSalle Re Holdings Limited against
liabilities arising out of the Trenwick Group Inc./LaSalle Re Holdings Limited
business combination in September 2000. Subject to applicable Bermuda law and
public policy, Trenwick will honor indemnification rights of the current and
former directors and officers of Trenwick Group Inc., LaSalle Re Holdings
Limited or any of their respective subsidiaries. In addition, Trenwick agreed to
maintain, for all former and current directors and officers of Trenwick Group
Inc., LaSalle Re Holdings Limited and their respective subsidiaries, the current
directors' and officers' liability insurance, fiduciary liability insurance and
indemnification policies maintained by Trenwick Group Inc. and LaSalle Re
Holdings Limited for at least six years from the effective time of the Trenwick
Group Inc./LaSalle Re Holdings Limited business combination.
Reinsurance Transactions with CNA
In the year ended December 31, 2002, Trenwick assumed premiums totaling
approximately $1,165,000 from a ceding company related to CNA Financial
Corporation. Absent CNA Financial Corporation's relationship with Trenwick and
its predecessor company, LaSalle Re Holdings Limited, such transactions might
not have taken place. The terms of these reinsurance transactions were
negotiated between the parties and Trenwick believes that such terms were at
market rates.
Mr. Deutsch, a former director of Trenwick whose service on the Board
terminated in May 2002, is the Executive Vice President and Chief Financial
Officer of CNA Financial Corporation.
PART IV
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) The following documents are filed as part of this report:
3. Exhibits
3.1 Memorandum of Association. Incorporated by reference to
Exhibit 3.1 to Trenwick Group Limited's Registration Statement
on Form S-4 (File No. 333-44290).
3.2 Bye-Laws. Incorporated by reference to Exhibit 3.3 to Trenwick
Group Limited's Registration Statement on Form S-4 (File No.
333-44290).
3.3 Certificate of Incorporation of Gowin Holdings International
Limited, dated December 14, 1999. Incorporated by reference to
Exhibit 3.2(a) to Trenwick Group Limited's Registration
Statement on Form S-4. (File No. 333-44290).
3.4 Certificate of Incorporation on Change of Name from Gowin
Holdings International Limited to Trenwick Group Ltd., dated
as of March 27, 2000. Incorporated by reference to Exhibit
3.2(b) to Trenwick Group Limited's Registration Statement on
Form S-4 (File No. 333-44290).
13
4.1 Specimen Share Certificate. Incorporated by reference to
Exhibit 4.2 to Trenwick Group Limited's Registration Statement
on Form S-4. (File No. 333-44290).
4.2 Rights Agreement, dated as of September 27, 2000, between
Trenwick Group Ltd. and First Chicago Trust Company of New
York including, as Exhibit A thereto, a form of Rights
Certificate. Incorporated by reference to Exhibit 4.2 to
Trenwick Group Limited's Form 8-A filed October 2, 2000. (File
No. 1-15389).
4.3 (a) Indenture dated as of January 31, 1997, between The Chase
Manhattan Bank and Trenwick Group Inc. Incorporated by
reference to Exhibit 4.2(a) to Trenwick Group Inc.'s Annual
Report on Form 10-K for the year ended December 31, 1996 (File
No. 0-14737).
(b) Amended and Restated Declaration of Trust of Trenwick
Capital Trust I dated as of January 31, 1997. Incorporated by
reference to Exhibit 4.2(b) to Trenwick Group Inc.'s Annual
Report on Form 10-K for the year ended December 31, 1996 (File
No. 0-14737).
(c) Exchange Capital Securities Guarantee Agreement dated as
of July 25, 1997, between Trenwick Group Inc. and The Chase
Manhattan Bank, as Trustee. Incorporated by reference to
Exhibit 4.7 to Trenwick Group Inc.'s Registration Statement on
Form S-4 (File No. 333-28707).
4.4 First Supplemental Indenture, dated as of September 27, 2000,
among Trenwick Group Inc., Trenwick America Corporation and
The Chase Manhattan Bank, as Trustee, with respect to the
8.82% Junior Subordinated Deferrable Interest Debentures.
Incorporated by reference to Exhibit 4.2 to Trenwick America
Corporation's Current Report on Form 8-K, filed on November
16, 2000 (File No. 0-31967).
4.5 Indenture dated as of March 27, 1998 between Trenwick Group
Inc. and The First National Bank of Chicago, as Trustee, with
respect to Trenwick Group Inc.'s $75 million principal amount
of 6.7% Senior Notes due April 1, 2003. Incorporated by
reference to Exhibit 4.2 to Trenwick Group Inc.'s Quarterly
Report on Form 10-Q for the quarter ended March 31, 1998 (File
No. 1-15389).
4.6 First Supplemental Indenture, dated as of September 27, 2000,
among Trenwick Group Inc., Trenwick America Corporation, and
Bank One Trust Company, N.A., as successor to First National
Bank of Chicago, as Trustee, with respect to the $75 million
principal amount of 6.7% Senior Notes due April 1, 2003.
Incorporated by reference to Exhibit 4.4 to Trenwick America
Corporation's Current Report on Form 8-K, filed on November
16, 2000 (File No. 0-31967).
4.7 Indenture, dated as of December 1, 1995, between Chartwell Re
Corporation, as the successor to Piedmont Management Company
Inc., and Fleet Bank, as Trustee, for the Contingent Interest
Notes due June 30, 2006. Incorporated by reference to Exhibit
4.5 to Chartwell Re Corporation's Registration Statement on
Form S-1 (File No. 333-678).
14
4.8 First Supplemental Indenture, dated as of December 13, 1995,
among Piedmont Management Company, Chartwell Re Corporation
and Fleet Bank, as Trustee under the Contingent Interest Notes
due June 30, 2006. Incorporated by reference to Exhibit 4.6 to
Chartwell Re Corporation's Registration Statement on Form S-1
(File No. 333-678).
4.9 Second Supplemental Indenture, dated as of October 27, 1999,
among Chartwell Re Corporation, Trenwick Group Inc. and State
Street Bank and Trust Company, as successor to Fleet Bank, as
Trustee, with respect to the Contingent Interest Notes due
June 30, 2006. Incorporated by reference to Exhibit 4.7 to
Trenwick America Corporation's Current Report on Form 8-K,
filed on November 16, 2000 (File No. 0-31967).
4.10 Third Supplemental Indenture, dated as of September 27, 2000,
among Trenwick Group Inc., Trenwick America Corporation and
State Street Bank and Trust Company, as successor to Fleet
Bank, as Trustee under the contingent Interest Notes due June
30, 2006. Incorporated by reference to Exhibit 4.8 to Trenwick
America Corporation's Current Report on Form 8-K, filed on
November 16, 2000 (File No. 0-31967).
4.11 Certificate of Designation, Preferences and Rights of Series B
Cumulative Convertible Perpetual Preferred Shares of Trenwick
Group Ltd. Incorporated by reference to Exhibit 99.3 to
Trenwick Group Ltd.'s Current Report on Form 8-K, filed on
September 10, 2002 (file no. 1-16089).
10.1 Amended and Restated Credit Agreement, dated as of November
24, 1999 and Amended and Restated as of September 27, 2000,
among Trenwick America Corporation, Trenwick Holdings Limited,
various lending institutions, First Union National Bank, as
Syndication Agent, Fleet National Bank, as Documentation
Agent, and Chase Manhattan Bank, as Administrative Agent.
Incorporated by reference to Exhibit 10.1 to Trenwick Group
Limited's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2000 (File No. 1-16089).
10.2 First Amendment and Waiver to the Credit Agreement, dated as
of June 13, 2001, among Trenwick America Corporation, Trenwick
Holdings Limited, the lending institutions from time to time
party thereto, First Union National Bank, as Syndication
Agent, Fleet National Bank, as Documentation Agent, and The
Chase Manhattan Bank, as Administrative Agent. Incorporated by
reference to Exhibit 10.1 to Trenwick Group Limited's First
Amendment to Quarterly Report on Form 10-Q for the quarter
ended September 30, 2001, filed on January 11, 2002 (File No.
0-31967).
10.3 First Amendment to the Holdings Guaranty, dated as of June 13,
2001, among Trenwick Group Ltd. and the lending institutions
from time to time party to the Credit Agreement. Incorporated
by reference to Exhibit 10.2 to Trenwick Group Limited's First
Amendment to Quarterly Report on Form 10-Q for the quarter
ended September 30, 2001, filed on January 11, 2002 (File No.
0-31967).
15
10.4 Second Amendment and Waiver to the Credit Agreement, dated as
of November 13, 2001, among Trenwick America Corporation,
Trenwick Holdings Limited, the lending institutions from time
to time party thereto, First Union National Bank, as
Syndication Agent, Fleet National Bank, as Documentation
Agent, and JP Morgan Chase Bank, as Administrative Agent.
Incorporated by reference to Exhibit 10.3 to Trenwick Group
Limited's First Amendment to Quarterly Report on Form 10-Q for
the quarter ended September 30, 2001, filed on January 11,
2002 (File No. 0-31967).
10.5 Second Amendment to the Holdings Guaranty, dated as of
November 13, 2001, among Trenwick Group Ltd. and the lending
institutions from time to time party to the Credit Agreement.
Incorporated by reference to Exhibit 10.4 to Trenwick Group
Limited's First Amendment to Quarterly Report on Form 10-Q for
the quarter ended September 30, 2001, filed on January 11,
2002 (File No. 0-31967).
10.6 Amended and Restated Catastrophe Equity Securities Issuance
Option Agreement, dated as of January 1, 2001, between
Trenwick Group Ltd. and European Reinsurance Company of
Zurich.
10.7 Amendment No. 1 to Amended and Restated Catastrophe Equity
Securities Issuance Option Agreement, dated as of January 25,
2002, between Trenwick Group Ltd. and European Reinsurance
Company of Zurich.
10.8 Common Stock Purchase Warrant, dated March 6, 1992, issued by
Chartwell Re Corporation to Wand Partners (Chartwell) L.P.
Incorporated by reference to Exhibit 10.34 to Chartwell Re
Corporation's Registration Statement on Form S-1 (File No.
33-75386).
10.9 Common Stock Purchase Warrant, dated December 31, 1992, issued
by Chartwell to Wand Partners (Chartwell) L.P. Incorporated by
reference as Exhibit 10.35 to Chartwell Re Corporation's
Registration Statement on Form S-1 (File No. 33-75386).
10.10 Common Stock Purchase Warrant, dated December 31, 1992, issued
by Chartwell to John Sagan. Incorporated by reference to
Exhibit 10.36 to Chartwell Re Corporation's Registration
Statement on Form S-1 (File No. 33-75386).
10.11 Trenwick Group Inc. 1989 Stock Plan, as amended. Incorporated
by reference to Exhibit 99.1 to Trenwick Group Limited's
Registration Statement on Form S-8 (File No. 333-47690).*
10.12 Trenwick Group Inc. 1993 Non-Employee Directors Stock Option
Plan, as amended. Incorporated by reference to Exhibit 99.2 to
Trenwick Group Limited's Registration Statement on Form S-8
(File No. 333-47690).*
10.13 Trenwick Group Inc. 1993 Stock Option Plan, as amended.
Incorporated by reference to Exhibit 99.3 to Trenwick Group
Limited's Registration Statement on Form S-8 (File No.
333-47690).*
16
10.14 Trenwick Group Inc. 1996 RB Stock Option Plan, as amended.
Incorporated by reference to Exhibit 99.4 to Trenwick Group
Limited's Registration Statement on Form S-8 (File No.
333-47690).*
10.15 Chartwell Re Corporation 1996 Non-Employee Directors Stock
Option Plan, as amended. Incorporated by reference to Exhibit
99.6 to Trenwick Group Limited's Registration Statement on
Form S-8 (File No. 333-47690).*
10.16 Chartwell Re Corporation 1997 Omnibus Stock Incentive Plan, as
amended. Incorporated by reference to Exhibit 99.7 to Trenwick
Group Limited's Registration Statement on Form S-8 (File No.
333-47690).
10.17 LaSalle Re Holdings Limited 1996 Long-Term Incentive Plan, as
amended. Incorporated by reference to Exhibit 99.8 to Trenwick
Group Limited's Registration Statement on Form S-8 (File No.
333-47690).
10.18 Trenwick Unfunded Supplemental Executive Retirement Plan, as
amended through December 14, 1993. Incorporated by reference
to Exhibit 10.14 to Trenwick Group Inc.'s Annual Report on
Form 10-K for the year ended December 31, 1994 (File No.
0-14737).*
10.19 Leased Automobile Policy for executive officers. Incorporated
by reference to Exhibit 10.5 to Trenwick Group Inc.'s Annual
Report on Form 10-K for the year ended December 31, 1998.
(File No. 1-15389).*
10.20 Description of life insurance and long-term disability
insurance coverage for executive officers. Incorporated by
reference to Exhibit 10.16 to Trenwick Group Inc.'s Annual
Report on Form 10-K for the year ended December 31, 1994 (File
No. 0-14737).*
10.21 Trenwick Directors Deferred Compensation Plan. Incorporated by
reference to Exhibit 10.17 to Trenwick Group Inc.'s Annual
Report on Form 10-K for the year ended December 31, 1994 (File
No. 0-14737).*
10.22 Declaration of Trust dated December 10, 1996, as amended
through September 9, 1997, establishing a retirement plan for
certain employees of Trenwick Management Services Limited.
Incorporated by reference to Exhibit 10.9 to Trenwick Group
Inc.'s Annual Report on Form 10-K for the year ended December
31, 1998. (File No. 1-15389).*
10.23 Employment Agreement, dated as of March 31, 1993, between
Chartwell Re Corporation and Steven J. Bensinger. Incorporated
by reference to Exhibit 10.20 to Chartwell Re Corporation's
Registration Statement on Form S-1 (File No. 33-75386).*
10.24 Fourth Amendment to the Employment Agreement, dated as of
December 31, 1997, between Chartwell Re Corporation and Steven
J. Bensinger. Incorporated by reference to Exhibit 10.34 to
Chartwell Re Corporation's Annual Report on Form 10-K for the
year ended December 31, 1997 (File No. 1-12502).*
17
10.25 Fifth Amendment to the Employment Agreement, dated as of
August 4, 1998, between Chartwell Re Corporation and Steven J.
Bensinger. Incorporated by reference to Exhibit 10.23 to
Chartwell Re Corporation's Annual Report on Form 10-K for the
year ended December 31, 1998 (File No. 1-12502).*
10.26 Sixth Amendment to the Employment Agreement, dated as of
December 30, 1998, between Chartwell Re Corporation and Steven
J. Bensinger. Incorporated by reference to Exhibit 10.26 to
Chartwell Re Corporation's Annual Report on Form 10-K for the
year ended December 31, 1998 (File No. 1-12502).*
10.27 Employment Assumption and Amendment Agreement, dated as of
October 25, 1999, between Trenwick Group Inc. and Steven J.
Bensinger. Incorporated by reference to Exhibit 10.25 to
Trenwick Group Inc.'s Annual Report on Form 10-K for the year
ended December 31, 1999 (File No. 1-15389).*
10.28 Employment Termination Agreement, dated as of December 12,
2001, between Trenwick Group Ltd. and Steven J. Bensinger.*
10.29 Employment Agreement, dated May 11, 2001, between Trenwick
Group Ltd. and James F. Billett, Jr. Incorporated by reference
to Exhibit 10.1 to Trenwick Group Limited's Quarterly Report
on Form 10-Q for the quarter ended June 30, 2001 (File No.
1-16089).*
10.30 Form of Amended and Restated Change of Control Agreement,
dated September 26, 2000, between Trenwick Group Inc. and
senior officers of Trenwick Group Inc. and Trenwick America
Corporation. Incorporated by reference to Exhibit 10.15 to
Trenwick Group Limited's Quarterly Report on Form 10-Q for the
quarter ended September 30, 2000 (File No. 1-16089).*
10.31 Form of Assumption Letter, dated September 27, 2000, by
Trenwick Group Ltd. assuming the obligations of Trenwick Group
Inc. under the Change of Control Agreements. Incorporated by
reference to Exhibit 10.16 to Trenwick Group Limited's
Quarterly Report on Form 10-Q for the Quarter ended September
30, 2000 (File No. 1-16089).
10.32 Office lease between Trenwick America Corporation and
EOP-Canterbury Green, L.L.C. dated as of January 29, 1998,
with respect to office space in Stamford, Connecticut.
Incorporated by reference to Exhibit 10.16 to Trenwick Group
Inc.'s Annual Report on Form 10-K for the year ended December
31, 1997 (File No. 1-15389).
10.33 First Amendment dated as of March 31, 1998, to office lease
between Trenwick America Corporation and EOP-Canterbury Green
L.L.C. dated January 29, 1998. Incorporated by reference to
Exhibit 10.11 to Trenwick Group Inc.'s Annual Report on Form
10-K for the year ended December 31, 1998 (File No. 1-15389).
10.34 Lease of the premises located at 2 Minster Court, London,
England, by and between Chartwell UK Management Services
Limited (as Tenant)
18
and The Prudential Assurance Company Limited (as Landlord).
Incorporated by reference to Exhibit 10.32 to Trenwick Group
Inc.'s Annual Report on Form 10-K for the year ended December
31, 1999 (File No. 1-15389).
10.35 Underlease between Wereldhave Property Corporation PLC and
predecessors of Trenwick Management Services Limited dated May
22, 1991, with respect to office space located at 16
Eastcheap, London, England. Incorporated by reference to
Exhibit 10.12 to Trenwick Group Inc.'s Annual Report on Form
10-K for the year ended December 31, 1998 (File No. 1-15389).
10.36 Coinsured Aggregate Excess of Loss Reinsurance Agreement
between Trenwick America Reinsurance Corporation and Centre
Reinsurance Company of New York. Incorporated by reference to
Exhibit 10.28 to Trenwick Group Inc.'s Annual Report on Form
10-K for the year ended December 31, 1994 (File No. 0-14737).
10.37 Aggregate Excess of Loss Ratio Cover between Trenwick America
Reinsurance Corporation and Continental Casualty Company.
Incorporated by reference to Exhibit 10.22 to Trenwick Group
Inc.'s Annual Report on Form 10-K for the year ended December
31, 1995 (File No. 0-14737).
10.38 1996 Coinsured Aggregate Excess of Loss Reinsurance Agreement
between Trenwick America Reinsurance Corporation and Centre
Reinsurance Company of New York and CNA Re. Incorporated by
reference to Exhibit 10.33 to Trenwick Group Inc.'s Annual
Report on Form 10-K for the year ended December 31, 1996 (File
No. 0-14737).
10.39 First and Second Coinsured Aggregate Excess of Loss
Reinsurance Agreement between Trenwick America Reinsurance
Corporation and Centre Reinsurance Company of New York and CNA
Re. Incorporated by reference to Exhibit 10.31 to Trenwick
Group Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1997 (File No. 1-15389).
10.40 1998 Coinsured Aggregate Excess of Loss Reinsurance Agreement
between Trenwick America Reinsurance Corporation and Centre
Reinsurance Company of New York and National Union.
Incorporated by reference to Exhibit 10.27 to Trenwick Group
Inc.'s Annual Report on Form 10-K for the year ended December
31, 1998 (File No. 1-15389).
10.41 1999 Coinsured Aggregate Excess of Loss Reinsurance Agreement
between Trenwick America Reinsurance Corporation and Centre
Insurance Company and National Union. Incorporated by
reference to Exhibit 10.39 to Trenwick Group Inc.'s Annual
Report on Form 10-K for the year ended December 31, 1999 (File
No. 1-15389).
10.42 Aggregate Excess of Loss Reinsurance Agreement, dated as of
October 27, 1999, by and between Chartwell Reinsurance
Company, Dakota Specialty Insurance Company, The Insurance
Corporation of New York and Drayton Company Limited, inclusive
of corporate capital support of London underwriting
operations, and London Life and Casualty
19
Reinsurance Corporation and Scandinavian Reinsurance Company,
Ltd. Incorporated by reference to Exhibit 10.40 to Trenwick
Group Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1999 (File No. 1-15389).
10.43 Quota Share Arrangement, dated as of April 1, 1999, between
LaSalle Re Limited and Continental Casualty Company.
Incorporated by reference to Exhibit 10.2 to LaSalle Re
Holdings Limited's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1999 (File No. 1-12823).
10.44 Quota Share Treaty between CNA International Reinsurance
Company Limited and LaSalle Re Limited in respect of 1999
underwriting year of account (London office). Incorporated by
reference to Exhibit 10.32 to LaSalle Re Holdings Limited's
Annual Report on Form 10-K for the fiscal year ended September
30, 1999 (File No. 1-12823).
10.45 Quota Share Treaty between CNA International Reinsurance
Company Limited and LaSalle Re Limited in respect of 1999
underwriting year of account (Amsterdam office). Incorporated
by reference to Exhibit 10.38 to LaSalle Re Holdings Limited's
Annual Report on Form 10-K for the fiscal year ended September
30, 1999 (File No. 1-12823).
10.46 LMX Quota Share Retrocessional Agreement between Continental
Casualty Company and LaSalle Re Limited for the 1999
underwriting year of account. Incorporated by reference to
Exhibit 10.43 to LaSalle Re Holdings Limited's Annual Report
on Form 10-K for the fiscal year ended September 30, 1999
(File No. 1-12823).
10.47 Third Amendment to the Credit Agreement, dated as of April 12,
2002, among Trenwick America Corporation, Trenwick Holdings
Limited, the lending institutions from time to time party to
the Credit Agreement, Wachovia Bank, National Association,
Fleet National Bank, and JPMorgan Chase Bank. Incorporated by
reference to Exhibit 10.1 to Trenwick Group Ltd.'s Quarterly
Report on Form 10-Q for the quarter ended March 31, 2002,
filed on May 15, 2002 (file no. 1-16089).
10.48 Third Amendment to the Holdings Guaranty, dated as of April
12, 2002, among Trenwick Group Ltd. and the lending
institutions from time to time party to the Credit Agreement.
Incorporated by reference to Exhibit 10.2 to Trenwick Group
Ltd.'s Quarterly Report on Form 10-Q for the quarter ended
March 31, 2002, filed on May 15, 2002 (file no. 1-16089).
10.49 Transfer and Purchase Agreement, dated as of May 16, 2002,
among Trenwick Group Ltd., LaSalle Re Limited, and Endurance
Specialty Insurance Ltd. Incorporated by reference to Exhibit
99.1 to Trenwick Group Ltd.'s Current Report on Form 8-K,
filed on May 22, 2002 (file no. 1-16089).
10.50 Quota Share Retrocession Agreement, dated as of May 16, 2002,
between LaSalle Re Limited and Endurance Specialty Insurance,
Ltd. Incorporated by reference to Exhibit 99.2 to Trenwick
Group Ltd.'s Current Report on Form 8-K, filed on May 22, 2002
(file no. 1-16089).
20
10.51 Bill of Sale and Assignment Agreement, dated as of May 16,
2002, among LaSalle Re Limited and Endurance Specialty
Insurance Ltd. Incorporated by reference to Exhibit 99.3 to
Trenwick Group Ltd.'s Current Report on Form 8-K, filed on May
22, 2002 (file no. 1-16089).
10.52 Administrative Services Agreement, dated as of May 16, 2002,
between LaSalle Re Limited and Endurance Specialty Insurance
Ltd. Incorporated by reference to Exhibit 99.4 to Trenwick
Group Ltd.'s Current Report on Form 8-K, filed on May 22, 2002
(file no. 1-16089).
10.53 Assignment of Reinsurance Recoverables and Other Receivables,
dated as of May 16, 2002, between LaSalle Re Limited and
Endurance Insurance Ltd. Incorporated by reference to Exhibit
99.5 to Trenwick Group Ltd.'s Current Report on Form 8-K,
filed on May 22, 2002 (file no. 1-16089).
10.54 Settlement Agreement, dated as of January 1, 2001, between
Trenwick Group Ltd. and European Reinsurance Company of
Zurich. Incorporated by reference to Exhibit 99.1 to Trenwick
Group Ltd.'s Current Report on Form 8-K, filed on September
10, 2002 (file no. 1-16089).
10.55 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. Incorporated by reference to Exhibit 99.2 to
Trenwick Group Ltd.'s Current Report on Form 8-K, filed on
September 10, 2002 (file no. 1-16089).
10.56 Amendment No. 1 to the Registration Rights Agreement, dated as
of September 6, 2002, between Trenwick Group Ltd. and European
Reinsurance Company of Zurich. Incorporated by reference to
Exhibit 99.4 to Trenwick Group Ltd.'s Current Report on Form
8-K, filed on September 10, 2002 (file no. 1-16089).
10.57 Summary of Indicative Terms and Conditions--Underwriting and
Reinsurance Arrangement between Chubb Re, Inc. and Trenwick
America Reinsurance Corporation, dated October 25, 2002.
Incorporated by reference to Exhibit 99.1 to Trenwick Group
Ltd.'s Current Report on Form 8-K, filed on October 29, 2002
(file no. 1-16089).
10.58 Agreement, dated as of November 1, 2002, between National
Indemnity Company and Trenwick Managing Agents Limited.
Incorporated by reference to Exhibit 99.1 to Trenwick Group
Ltd.'s Current Report on Form 8-K, filed on November 5, 2002
(File No. 1-16089).
10.59 Agreement, dated as of August 26, 2002 between Trenwick Group
Ltd. and Mr. W. Marston Becker. Incorporated by reference to
Exhibit 10.2 to Trenwick Group Ltd.'s Quarterly Report on Form
10-Q for the quarter ended September 30, 2002, filed on
November 14, 2002 (File No. 1-16089).*
10.60 Forbearance Agreement, dated as of November 11, 2002, among
Trenwick America Corporation, Trenwick Holdings Limited, the
lending
21
institutions party to the Credit Agreement, and JPMorgan Chase
Bank. Incorporated by reference to Exhibit 10.1 to Trenwick
Group Ltd.'s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2002, filed on November 14, 2002 (File No.
1-16089).
10.61 Amendment to Forbearance Agreement, dated as of November 21,
2002, among Trenwick America Corporation, Trenwick Holdings
Limited, Trenwick Group Ltd., LaSalle Re Holdings Limited, the
lending institutions party to the Credit Agreement, and
JPMorgan Chase Bank. Incorporated by reference to Exhibit 99.1
to Trenwick Group Ltd.'s Current Report on Form 8-K, filed on
December 3, 2002 (File No. 1-16089).
10.62 Second Amendment to the Forbearance Agreement, dated as of
December 6, 2002, among Trenwick America Corporation, Trenwick
Holdings Limited, Trenwick Group Ltd., LaSalle Re Holdings
Limited, the lending institutions party to the Credit
Agreement, and JPMorgan Chase Bank. Incorporated by reference
to Exhibit 99.1 to Trenwick Group Ltd.'s Current Report on
Form 8-K, filed on December 12, 2002 (File No. 1-16089).
10.63 Third Amendment and Consent to the Forbearance Agreement,
dated as of December 9, 2002, among Trenwick America
Corporation, Trenwick Holdings Limited, Trenwick Group Ltd.,
LaSalle Re Holdings Limited, the lending institutions party to
the Credit Agreement, and JPMorgan Chase Bank. Incorporated by
reference to Exhibit 99.2 to Trenwick Group Ltd.'s Current
Report on Form 8-K, filed on December 12, 2002 (File No.
1-16089).*
10.64 Trenwick Group Ltd. Term Sheet LOC Facility, dated as December
3, 2002. Incorporated by reference to Exhibit 99.3 to Trenwick
Group Ltd.'s Current Report on Form 8-K, filed on December 12,
2002 (File No. 1-16089).
10.65 Fourth Amendment and Waiver to the Credit Agreement, dated as
of December 24, 2002, among Trenwick America Corporation,
Trenwick Holdings Limited, Trenwick UK Holdings Limited, the
lending institutions from time to time party to the Credit
Agreement, Wachovia Bank, National Association and JPMorgan
Chase Bank. Incorporated by reference to Exhibit 99.1 to
Trenwick Group Ltd.'s Current Report on Form 8-K, filed on
December 26, 2002 (File No. 1-16089).
10.66 Fourth Amendment to the Holdings Guaranty, dated as of
December 24, 2002, among Trenwick Group Ltd. and the lending
institutions from time to time party to the Credit Agreement.
Incorporated by reference to Exhibit 99.2 to Trenwick Group
Ltd.'s Current Report on Form 8-K, filed on December 26, 2002
(File No. 1-16089).
10.67 Fifth Amendment to the Credit Agreement, dated as of January
16, 2003, among Trenwick America Corporation, Trenwick
Holdings Limited, Trenwick UK Holdings Limited, the lending
institutions from time to time party to the Credit Agreement,
Wachovia Bank, National Association and JPMorgan Chase Bank.
Incorporated by reference to
22
Exhibit 99.1 to Trenwick Group Ltd.'s Current Report on Form
8-K, filed on March 18, 2003 (File No. 1-16089).
10.68 Fifth Amendment and Consent to the Holdings Guaranty, dated as
of January 16, 2003, among Trenwick Group, Ltd. and the
lending institutions from time to time party to the Credit
Agreement. Incorporated by reference to Exhibit 99.2 to
Trenwick Group Ltd.'s Current Report on Form 8-K, filed on
March 18, 2003 (File No. 1-16089).
10.69 Agreement, dated January 28, 2003, between James F. Billett
and Trenwick Group Ltd. Incorporated by reference to Exhibit
99.1 to Trenwick Group Ltd.'s Current Report on Form 8-K,
filed on March 18, 2003 (File No. 1-16089).
10.70 Sixth Amendment and Waiver to the Credit Agreement, dated as
of January 27, 2003, among Trenwick America Corporation,
Trenwick Holdings Limited, Trenwick UK Holdings Limited, the
lending institutions from time to time party to the Credit
Agreement, Wachovia Bank, National Association and JPMorgan
Chase Bank. Incorporated by reference to Exhibit 99.4 to
Trenwick Group Ltd.'s Current Report on Form 8-K, filed on
March 18, 2003 (File No. 1-16089).
10.71 Sixth Amendment and Consent to the Holdings Guaranty, dated as
of January 27, 2003, among Trenwick Group Ltd. and the lending
institutions form time to time party to the Credit Agreement.
Incorporated by reference to Exhibit 99.5 to Trenwick Group
Ltd.'s Current Report on Form 8-K, filed on March 18, 2003
(File No. 1-16089).
10.72 Seventh Amendment and Waiver to the Credit Agreement, dated as
of March 7, 2003, among Trenwick America Corporation, Trenwick
Holdings Limited, Trenwick UK Holdings Limited, the lending
institutions from time to time party to the Credit Agreement,
Wachovia Bank, National Association and JPMorgan Chase Bank.
Incorporated by reference to Exhibit 99.6 to Trenwick Group
Ltd.'s Current Report on Form 8-K, filed on March 18, 2003
(File No. 1-16089).
10.73 Seventh Amendment to the Holdings Guaranty, dated as of March
7, 2003, among Trenwick Group Ltd. and the lending
institutions form time to time party to the Credit Agreement.
Incorporated by reference to Exhibit 99.7 to Trenwick Group
Ltd.'s Current Report on Form 8-K, filed on March 18, 2003
(File No. 1-16089).
10.74 Fourth Waiver to the Credit Agreement, dated as of March 14,
2003, among Trenwick America Corporation, Trenwick Holdings
Limited, Trenwick UK Holdings Limited, the lending
institutions from time to time party to the Credit Agreement,
Wachovia Bank, National Association and JPMorgan Chase Bank.
Incorporated by reference to Exhibit 99.8 to Trenwick Group
Ltd.'s Current Report on Form 8-K, filed on March 18, 2003
(File No. 1-16089).
23
10.75 Agreement, between the Connecticut Insurance Department and
Trenwick America Reinsurance Corporation, dated December 3,
2002. Incorporated by reference to Exhibit 99.9 to Trenwick
Group Ltd.'s Current Report on Form 8-K, filed on March 18,
2003 (File No. 1-16089).
10.76 Agreement, dated as of December 10, 2002, between LaSalle Re
Limited and Trenwick Group Ltd. Incorporated by reference to
Exhibit 99.10 to Trenwick Group Ltd.'s Current Report on Form
8-K, filed on March 18, 2003 (File No. 1-16089).
10.77 Agreement dated December 23, 2002 between National Indemnity
Company and Trenwick Managing Agents Limited.**
10.78 Amended and Restated Consulting Agreement dated March 25, 2003
between Trenwick Group Ltd. and W. Marston Becker.***
12.1 Computation of Ratios.**
21.1 List of Subsidiaries.**
23.1 Consent of PricewaterhouseCoopers LLP.**
99.1 Certification of Acting Chief Executive Officer**
99.2 Certification of Chief Financial Officer**
* Management contract or compensatory plan or arrangement.
** Filed with the Annual Report on Form 10-K for the year ended December 31,
2002 which was filed with the Commission on March 29, 2003.
*** Filed herewith
24
FORM 10-K/A
AMENDMENT NO. 1
SIGNATURES
Pursuant to the Requirements of Section 13 or 15(d) of Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
TRENWICK GROUP LTD.
(Registrant)
By /s/ W. Marston Becker
-------------------------------------
W. Marston Becker
Acting Chairman, and
Acting Chief Executive Officer
Dated: April 29, 2003
25
CERTIFICATION OF ACTING CHIEF EXECUTIVE OFFICER
I, W. Marston Becker, certify that:
1. I have reviewed this annual report on Form 10-K/A of Trenwick Group
Ltd. (the "Registrant") and
2. Based on my knowledge, this annual report on Form 10-K/A does not
contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this annual report.
Date: April 29, 2003
/s/ W. Marston Becker
---------------------
W. Marston Becker
Acting Chief Executive Officer
(Principal Executive Officer)
26
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Alan L. Hunte, certify that:
1. I have reviewed this annual report on Form 10-K/A of Trenwick Group
Ltd. (the "Registrant") and
2. Based on my knowledge, this annual report on Form 10-K/A does not
contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this annual report.
Date: April 29, 2003
/s/ Alan L. Hunte
-----------------
Alan L. Hunte
Executive Vice President and
Chief Financial Officer
27