SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
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) -February 20, 2004
----------
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 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit No. Description
----------- -----------
99.1 January 2004 Monthly Operating Report of Trenwick America
Corporation, dated February 20, 2004.
99.2 List of non-Debtor entities
Item 9. Regulation FD Disclosure
A. On February 20, 2004, Trenwick America Corporation (the "Company" or the
"Debtor") filed a monthly operating report as of August 20, 2003 and January 31,
2004 and for the month ended January 31, 2004 and the period from August 20,
2003 to January 31, 2004 (the "January 2004 Monthly Operating Report") with the
United States Bankruptcy Court for the District of Delaware (the "Bankruptcy
Court"). A copy of the January 2004 Monthly Operating Report is attached hereto
as Exhibit 99.1, and is incorporated herein by reference. The January 2004
Monthly Operating Report includes financial information only with respect to the
Company. Accordingly, the Operating Report does not contain detailed financial
information with respect to those subsidiaries and affiliates of the Company
that have not commenced proceedings to reorganize under chapter 11 of the United
States Bankruptcy Code. The non-Debtor entities are listed in Exhibit 99.2.
The January 2004 Monthly Operating Report (the "Operating Report") is in a
format prescribed by the applicable bankruptcy laws. Readers are cautioned not
to place undue reliance upon the information contained in the Operating Report.
The information in the Operating Report 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 Debtor, 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 Report. There can be no assurance that the
Operating Report is complete, and the Company undertakes no obligation to update
or revise the Operating Report. The Operating Report has not been audited or
reviewed by independent accountants.
The unaudited information in the Operating Report is subject to further
review and potential adjustments and is not necessarily indicative of future
results. In addition, the Operating Report contains information for periods
which are different from those contained in the Company's reports pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and does
not include consolidated results of the Company. Accordingly, the substance and
format of the Operating Report does not allow for meaningful comparison with the
Company's previously disclosed consolidated financial statements.
The financial statements included in the Operating Report 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 Company is a debtor and debtor-in-possession in In re Trenwick America
Corporation, et al., Case No. 03-12635 (MFW) (Bankr. D. Del. 2003).
Limitation on Incorporation by Reference
In accordance with general instruction B.2 of Form 8-K, the Operating
Report 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
--------------------------------
Name: Alan L. Hunte
Title: Executive Vice President
& Chief Financial Officer
Dated: March 16, 2004
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
99.1 January 2004 Monthly Operating Report of Trenwick America
Corporation, dated February 20, 2004.
99.2 List of non-Debtor-entities