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) - November 22, 2004
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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
Hamilton, HM 11, Bermuda Not Applicable
(Address of principal executive offices) (Zip Code)
(441) 292-4985
(Registrant's telephone number, including area code)
None
(Former name or address, if changed since last report)
Item 7.01. Regulation FD Disclosure
A. On November 22, 2004, Trenwick America Corporation, Trenwick Group Ltd. (in
provisional liquidation) and LaSalle Re Holdings Limited (in provisional
liquidation) (collectively, the "Debtors" or "Companies") filed monthly
operating reports as of August 20, 2003 and October 31, 2004 and for the month
ended October 31, 2004 and the period from August 20, 2003 to October 31, 2004
(the "Monthly Operating Reports") with the United States Bankruptcy Court for
the District of Delaware (the "Bankruptcy Court"). Copies of the Monthly
Operating Reports are attached hereto as Exhibits 99.1, 99.2 and 99.3 and are
incorporated herein by reference. The Monthly Operating Reports include
financial information only with respect to the Debtors. Accordingly, the Monthly
Operating Reports do not contain detailed financial information with respect to
those subsidiaries and affiliates of Trenwick Group Ltd. (in provisional
liquidation) ("TGL") 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 Monthly 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 Monthly Operating Reports. The information in the
Monthly 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
Monthly Operating Reports. There can be no assurance that the Monthly Operating
Reports are complete, and the Companies undertake no obligation to update or
revise the Operating Reports. The Monthly Operating Reports have not been
audited or reviewed by independent accountants.
The unaudited information in the Monthly Operating Reports is subject to
further review and potential adjustments and is not necessarily indicative of
future results. In addition, the Monthly 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 Monthly Operating Reports do not allow for
meaningful comparison with the Companies' previously disclosed consolidated
financial statements.
The financial statements included in the Monthly 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 Monthly
Operating Reports and other information in this Report (including exhibits) are
furnished pursuant to Item 7.01 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.
Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit No. Description
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99.1 October 2004 Monthly Operating Report of Trenwick Group Ltd.
(in provisional liquidation), dated November 22, 2004.
99.2 October 2004 Monthly Operating Report of Trenwick America
Corporation, dated November 22, 2004.
99.3 October 2004 Monthly Operating Report of LaSalle Re Holdings
Limited (in provisional liquidation), dated November 22,
2004.
99.4 List of non-Debtor entities
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
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Name: W. Marston Becker
Title: Chairman and Chief Executive Officer
Dated: December 6, 2004
EXHIBIT INDEX
Exhibit No. Description
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99.1. October 2004 Monthly Operating Report of Trenwick Group Ltd.
(in provisional liquidation), dated November 22, 2004.
99.2. October 2004 Monthly Operating Report of Trenwick America
Corporation, dated November 22, 2004.
99.3. October 2004 Monthly Operating Report of LaSalle Re Holdings
Limited (in provisional liquidation), dated November 22, 2004
99.4. List of non-Debtor entities