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) - March 22, 2004
TRENWICK GROUP LTD.
(Exact name of registrant as specified in its charter)
(in provisional liquidation)
Bermuda 1-16089 98-0232340
(State or other jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
LOM Building, 27 Reid Street Not Applicable
Hamilton, HM 11, Bermuda (Zip Code)
(Address of principal executive offices)
(441) 292-4985
(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 February 2004 Monthly Operating Report of Trenwick Group
Ltd. (in provisional liquidation), dated March 22, 2004.
99.2 February 2004 Monthly Operating Report of Trenwick
America Corporation, dated March 22, 2004.
99.3 February 2004 Monthly Operating Report of LaSalle Re
Holdings Limited (in provisional liquidation), dated
March 22, 2004.
99.4 List of non-Debtor entities
Item 9. Regulation FD Disclosure
A. On March 22, 2004, Trenwick America Corporation, Trenwick Group Ltd. (in
provisional liquidation) and LaSalle Re Holding Limited (in provisional
liquidation) (collectively, the "Debtors" or "Companies") filed monthly
operating reports as of August 20, 2003 and February 29, 2004 and for the month
ended February 29, 2004 and the period from August 20, 2003 to February 29, 2004
(the "February 2004 Monthly Operating Reports") with the United States
Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"). Copies
of the February 2004 Monthly Operating Reports are attached hereto as Exhibits
99.1, 99.2 and 99.3 and are incorporated herein by reference. The February 2004
Monthly Operating Reports include financial information only with respect to the
Debtors. Accordingly, the Operating Reports do not contain detailed financial
information with respect to those subsidiaries and affiliates of Trenwick Group
Ltd. (in provisional liquidation) 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 99.4.
The February 2004 Monthly Operating Reports (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 Debtors' 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 Exhibit 99.2 hereto, the February 2004 Monthly
Operating Report of Trenwick Group Ltd. (in provisional liquidation) ("TGL") as
filed with the Bankruptcy Court also included Federal tax returns. 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 each Debtor 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, each such Debtor intends to file on Form 8-K its monthly
operating reports as filed with, and in the format prescribed by, the Bankruptcy
Court.
B. On August 20, 2003, TGL and LaSalle Re Holdings Limited (in provisional
liquidation) ("LaSalle") filed insolvency proceedings in the Supreme Court of
Bermuda (the "Bermuda Court"). On August 22, 2003, the Bermuda Court granted an
order appointing Michael Morrison and John Wardrop, partners of KPMG in Bermuda
and KPMG LLP in the United Kingdom, respectfully, as Joint Provisional
Liquidators ("JPLs") in respect of TGL and LaSalle. The Bermuda Court granted
the JPLs the power to oversee the continuation and reorganization of these
companies' businesses under the control of their boards of directors and under
the supervision of the Bankruptcy Court and the Bermuda Court. The JPLs have not
audited the contents of this report.
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 GROUP LTD. (in provisional
liquidation)
By: /s/ W. Marston Becker
-------------------------------------
Name: W. Marston Becker
Title: Chairman and Chief Executive Officer
Dated: March 30, 2004
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
99.1. February 2004 Monthly Operating Report of Trenwick Group
Ltd. (in provisional liquidation), dated March 22, 2004.
99.2. February 2004 Monthly Operating Report of Trenwick
America Corporation, dated March 22, 2004.
99.3. February 2004 Monthly Operating Report of LaSalle Re
Holdings Limited (in provisional liquidation), dated
March 22, 2004
99.4. List of non-Debtor entities