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 8, 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 (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
One Canterbury Green
Stamford, Connecticut 06901
(Address of principal executive offices) (Zip Code)
(203)353-5500
(Registrant's telephone number, including area code)
None
(Former name or address, if changed since last report)
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit No. Description
99.1 Initial Monthly Operating Report of Trenwick America
Corporation, Trenwick Group Ltd. (in provisional
liquidation) and LaSalle Re Holdings Limited (in
provisional liquidation), dated September 8, 2003.
99.2 August 2003 Monthly Operating Report of Trenwick
America Corporation, dated September 26, 2003.
99.3 List of non-Debtor entities
Item 9. Regulation FD Disclosure
A. On September 8, 2003, Trenwick America Corporation (the "Company"), Trenwick
Group Ltd. (in provisional liquidation) and LaSalle Re Holding Limited (in
provisional liquidation) (collectively, the "Companies") filed an Initial
Monthly Operating Report (the "Initial Monthly Operating Report") with the
United States Bankruptcy Court for the District of Delaware (the "Bankruptcy
Court"). A copy of the Initial Monthly Operating Report is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
On September 26, 2003, the Company filed a monthly operating report as of
August 20, 2003 and August 31, 2003 and for the period from August 20, 2003 to
August 31, 2003 (the "August 2003 Monthly Operating Report") with the Bankruptcy
Court. A copy of the August 2003 Monthly Operating Report is attached hereto as
Exhibit 99.2, and is incorporated herein by reference. The Initial Monthly
Operating Report and the August 2003 Monthly Operating Reports (together, the
"Operating Report") include financial information only with respect to the
Companies (the "Debtors"). Accordingly, the Operating Reports do not contain
detailed financial information with respect to those subsidiaries and affiliates
of Trenwick Group Ltd. that have not commenced proceedings to reorganize under
chapter 11 of the United States Bankruptcy Code or have not filed insolvency
proceedings in the Supreme Court of Bermuda. The non-Debtor entities are listed
in Exhibit 99.3.
The Operating Reports are in a format prescribed by the applicable
bankruptcy laws. Readers are cautioned not to place undue reliance upon the
information contained in the Operating Reports. The information in the Operating
Reports has been prepared in accordance with accounting standards generally
accepted in the United States of America for interim reporting, with the
exception of accounting for wholly-owned subsidiaries of the Debtors, which have
not been consolidated. In addition, certain information and footnote disclosures
required by accounting principles generally accepted in the United States of
America have been condensed or omitted for purposes of the Operating Reports.
There can be no assurance that the Operating Reports are complete, and the
Companies undertake no obligation to update or revise the Operating Reports. The
Operating Reports have not been audited or reviewed by independent accountants.
The unaudited information in the Operating Reports is subject to further
review and potential adjustments and is not necessarily indicative of future
results. In addition, the Operating Reports contain information for periods
which are different from those contained in the Companies' reports pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and do not
include consolidated results of the Debtors. Accordingly, the substance and
format of the Operating Reports do not allow for meaningful comparison with the
Companies' previously disclosed consolidated financial statements.
Although not included in Exhibits 99.1 and 99.2 hereto, the Operating
Reports also include certificates of insurance and bank statements. The
financial statements included in the Operating Reports were prepared using
certain assumptions and estimates that are subject to revision. Any adjustments
for these estimates (based upon changes in facts and circumstances, further
analysis, and other factors) will be reflected in the financial statements in
the period during which such adjustments are made. These adjustments could have
a material impact on reported results in the future.
In the future, so long as the Company remains under the supervision of the
Bankruptcy Court, in lieu of filing quarterly reports on Form 10-Q and annual
reports on Form 10-K, the Company intends to file on Form 8-K its monthly
operating reports as filed with, and in the format prescribed by, the Bankruptcy
Court.
The Companies are debtors and debtors-in-possession in In re Trenwick
America Corporation, et al., Case No. 03-12635 (MFW) (Bankr. D. Del. 2003), In
re Trenwick Group Ltd., et al., Case No. 03-12636 (MFW) (Bankr. D. Del. 2003)
and In re LaSalle Re Holdings Limited, et al., Case No. 03-12637 (MFW) (Bankr.
D. Del. 2003).
Limitation on Incorporation by Reference
In accordance with general instruction B.2 of Form 8-K, the Operating Reports
and other information in this Report (including exhibits) are furnished pursuant
to Item 9 and shall not be deemed to be "filed" for the purposes of Section 18
of the Exchange Act, or otherwise subject to liabilities under that Section, nor
shall they be deemed to be incorporated by reference in any filing under the
Securities Act of 1933, as amended, except as expressly set forth in such
filing. This report will not be deemed an admission as to the materiality of any
information in the report that is required to be disclosed solely by Regulation
FD.
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 16, 2003
EXHIBIT INDEX
Exhibit No. Description
99.1 Initial Monthly Operating Report of Trenwick America
Corporation, Trenwick Group Ltd. (in provisional
liquidation) and LaSalle Re Holdings Limited (in
provisional liquidation), dated September 8, 2003.
99.2 August 2003 Monthly Operating Report of Trenwick
America Corporation, dated September 26, 2003.
99.3 List of non-Debtor entities