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) -December 20, 2004
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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
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 7.01. Regulation FD Disclosure
A. On December 20, 2004, Trenwick America Corporation (the "Company" or the
"Debtor") filed a monthly operating report as of August 20, 2003 and November
30, 2004 and for the month ended November 30, 2004 and the period from August
20, 2003 to November 30, 2004 (the "Monthly Operating Report") with the United
States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"). A
copy of the Monthly Operating Report is attached hereto as Exhibit 99.1, and is
incorporated herein by reference. The Monthly Operating Report includes
financial information only with respect to the Company. Accordingly, the Monthly
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 Monthly 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 Monthly Operating Report. The information in the
Monthly 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
Monthly Operating Report. There can be no assurance that the Monthly Operating
Report is complete, and the Company undertakes no obligation to update or revise
the Monthly Operating Report. The Monthly Operating Report has not been audited
or reviewed by independent accountants.
The unaudited information in the Monthly Operating Report is subject to
further review and potential adjustments and is not necessarily indicative of
future results. In addition, the Monthly 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 Monthly Operating Report does not allow for
meaningful comparison with the Company's previously disclosed consolidated
financial statements.
The financial statements included in the Monthly 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 Monthly
Operating Report 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 November 2004 Monthly Operating Report of Trenwick
America Corporation, dated December 20, 2004.
99.2 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 AMERICA CORPORATION
By: /s/ Nicole S. Morris
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Name: Nicole S. Morris
Title: Executive Vice President
& Chief Financial Officer
Dated: January 4, 2005
EXHIBIT INDEX
Exhibit No. Description
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99.1 November 2004 Monthly Operating Report of Trenwick America
Corporation, dated December 20, 2004.
99.2 List of non-Debtor-entities