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) - September 26, 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)353-5500
(Registrant's telephone number, including area code)
None
(Former name or address, if changed since last report)
Item 2. Acquisition or Disposition of Assets
Trenwick Group Ltd. (in provisional liquidation)("Trenwick"), a debtor and
debtor-in-possession in In re Trenwick America Corporation, et al., Case No.
03-12635 (MFW)(Bankr. D. Del. 2003), announced on October 2, 2003 that its
subsidiary Trenwick Holdings Limited has completed the previously announced sale
of all of the capital stock of Trenwick International Limited ("Trenwick
International"), Trenwick's London-based specialty insurance and reinsurance
subsidiary, currently in runoff, as well as all of the capital stock of Trenwick
Management Services Ltd ("TMS") and Specialist Risk Underwriters Limited
("SRU"), to LCL Acquisitions Ltd, an associated company of the Litigation
Control Group ("LCL"). TMS is Trenwick International's management services
company. SRU is a company that has carried out underwriting agency services for
Trenwick International and other entities. The Financial Services Authority of
the United Kingdom has approved the transaction.
The transaction was effected pursuant to an Agreement dated September 26,
2003 (the "Agreement") between Trenwick Holdings Limited and Bestpark Limited
("Bestpark") a wholly-owned special purpose subsidiary of LCL Acquisitions Ltd.
The purchase price included initial consideration of (pound)1,999,999,
with certain contingent deferred consideration payable to Trenwick Holdings
Limited with respect to future distributions by Trenwick International. In
addition, Trenwick Holdings Limited has agreed to indemnify Bestpark in relation
to certain costs and claims relating to Trenwick International.
On October 2, 2003, Trenwick issued a press release relating to the
foregoing, a copy of which is attached hereto as Exhibit 99.1 and is
incorporated herein in its entirety by reference. The description herein of the
Agreement is qualified in its entirety by reference to the full text of the
Agreement, which is attached hereto as Exhibit 99.2 and is incorporated herein
by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit No. Description
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99.1 Press Release of Trenwick Group Ltd. (in provisional
liquidation) issued October 2, 2003.
99.2 Agreement for the sale and purchase of the entire issued
share capital of Trenwick International Limited, dated
September 26, 2003, between Trenwick Holdings Limited
and Bestpark Limited.
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 AMERICA CORPORATION
By: /s/ Alan L. Hunte
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Name: Alan L. Hunte
Title: Executive Vice President
& Chief Financial Officer
Dated: October 3, 2003
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release of Trenwick Group Ltd. (in provisional
liquidation) issued October 2, 2003.
99.2 Agreement for the sale and purchase of the entire issued share
capital of Trenwick International Limited, dated September 26,
2003, between Trenwick Holdings Limited and Bestpark Limited.