SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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) - August 6, 2003
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TRENWICK AMERICA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0- 31967 06-1087672
(State or other jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
One Canterbury Green 06901
Stamford, Connecticut (Zip Code)
(Address of principal executive offices)
(203) 252-5500
(Registrant's telephone number, including area code)
None
(Former name or address, if changed since last report)
Item 5. Other Events.
Trenwick Group Ltd. ("Trenwick") and its subsidiaries LaSalle Re Limited,
Trenwick America Corporation and Trenwick Managing Agents Limited entered into a
Letter of Intent, dated August 6, 2003 (the "Letter of Intent"), with respect to
an agreement in principle on a long-term restructuring of Trenwick's debt
obligations, the sale of its business operations at Lloyd's and the runoff of
its remaining business, with (i) the majority of the beneficial holders of the
6.70% Senior Notes of Trenwick America Corporation, (ii) the steering committee
of the lending institutions (the "Banks") that have issued letters of credit
under a senior secured credit facility on behalf of certain subsidiaries of
Trenwick in support of Trenwick's Lloyd's operations, and (iii) a group composed
of current members of management of Trenwick's Lloyd's operations (the
"Management Team").
The restructuring will be implemented through various means, including but
not limited to the following: (i) the filing by Trenwick and/or one or more of
its subsidiaries of Chapter 11 bankruptcy proceedings in the United States and
the filing of similar proceedings in Bermuda, Barbados or the United Kingdom, as
the case may be, (ii) the sale by Trenwick of substantially all of its Lloyd's
operations to a company controlled by the Management Team, third party investors
and the Banks, and (iii) the retention of third-party run-off advisors and the
continued runoff or disposition of all of Trenwick's other insurance and
reinsurance operations. In light of the foregoing, Trenwick believes that it is
unlikely that any of the holders of the shares of Trenwick or of its
wholly-owned Bermuda subsidiary, LaSalle Re Holdings Ltd., will receive any
return on their investment in the near term if at all.
The terms of the restructuring are subject to the satisfaction of numerous
conditions precedent including, but not limited to, the following: (i) approval
of the restructuring by the Banks, (ii) the negotiation of definitive
documentation, (iii) receipt of all requisite regulatory and other approvals in
the United States, Bermuda and the United Kingdom, (iv) due diligence by
Englefield Capital LLP, the proposed equity sponsor of the Management Team,
which has entered into an exclusive negotiation agreement with Trenwick (the
"Exclusivity Agreement"), pursuant to which Trenwick has agreed that, for a
period of ten weeks beginning on August 6, 2003, the date of Trenwick's
execution of the Exclusivity Agreement, it will negotiate only with the
Management Team and Englefield with respect to the sale of Trenwick's Lloyd's
operations, and (v) approval of any court having jurisdiction over the
above-referenced insolvency proceedings.
A copy of Trenwick's press release dated August 7, 2003 relating to the
foregoing is attached hereto as Exhibit 99.1. The description of the Letter of
Intent herein is qualified in its entirety by reference to the full text of the
Letter of Intent, which is attached hereto as Exhibit 99.2 and is incorporated
herein by reference.
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Item 7. Financial Statements and Exhibits.
(c) Exhibits
99.1 Press Release dated August 7, 2003.
99.2 Letter of Intent dated August 6, 2003.
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SIGNATURES
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 thereunto duly authorized.
TRENWICK AMERICAN CORPORATION
By: /s/ Alan L. Hunte
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Title: President
Dated: August 14, 2003
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release dated August 7, 2003.
99.2 Letter of Intent dated August 6, 2003.
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