content: SECURITIES AND EXCHANGE COMMISSION
  
                                WASHINGTON, DC 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) November 19, 1996
                                                   ------------------
  
  
                          Chartwell Re Holdings Corporation
               (Exact Name of Registrant as Specified in its Charter)
  
  
  
       Delaware                    0-28188                  06-1438493
       --------                    -------                  ----------
  (State or Other Jurisdiction   (Commission                (IRS Employer
   of Incorporation)              File Number)            Identification No.)
  
  
  Four Stamford Plaza, P.O. Box 120043, Stamford, CT              06912-0043
  ------------------------------------------------------------------------------
  (Address of Principal Executive Offices)                       (Zip Code)
  
  
  
  Registrant's telephone number, including area code (203) 705-2500
                                                      -------------
  
  
            (Former Name or Former Address, if Changed Since Last Report)
  
                                 Page 1 of 4 pages.
  
  
  <PAGE>
  Item 2. Acquisition or Disposition of Assets.
  
  On October 14, 1996,  Chartwell Re  Corporation  ("Chartwell")  and Archer Group
  Holdings plc  ("Archer")  jointly  announced  the making by  Chartwell  Holdings
  Limited  ("CHL"),  an indirect  subsidiary of Chartwell,  of a recommended  cash
  offer (the  "Offer")  of 92.5 pence for each  ordinary  share of Archer in issue
  (each,  an "Archer  Share").  As at November 5, 1996,  CHL owned or had received
  acceptances of the Offer in respect of an aggregate of 35,393,712 Archer Shares,
  or 93.5% of the Archer Shares in issue, and on such date, Chartwell declared the
  Offer to be unconditional. As at the close of business on November 18, 1996, CHL
  owned or had received  acceptances  in respect of 98.8% of the Archer  Shares in
  issue.
  
  The  Offer may  remain  open,  but CHL is not  required  to keep it open,  until
  completion of the compulsory  acquisition of the remaining 1.2% of Archer Shares
  in issue under  Sections 428 to 430E of the  Companies Act 1985 which will occur
  in January  1997.  The Offer  includes a Loan Note  alternative  whereby  Archer
  stockholders (other than those resident in the United States or in certain other
  jurisdictions  where regulatory  restrictions  apply) were permitted to elect to
  receive one Pound  Sterling  in  principal  amount of Loan Notes  instead of one
  Pound Sterling of cash consideration.
  
  The aggregate  cost of acquiring the Archer Shares will be  approximately  $62.4
  million  (37.2  million  Pounds  Sterling),  including  expenses and the cost of
  purchasing Archer management options. The purchase price is based on an exchange
  rate of $1.6763 per 1 Pound  Sterling  which was the exchange  rate in effect on
  November  19,  1996.   The  foregoing   acquisition   cost  will  be  funded  by
  approximately  (i) $ 9.1  million  contributed  to CHL  by  Chartwell  from  its
  existing funds, (ii) $16.8 million  contributed to CHL by Chartwell  Reinsurance
  from its existing  funds,  (iii)  proceeds from loans from First Union  National
  Bank N.A.  ("First  Union") in an aggregate  principal  amount of $27.2  million
  which  loans  will be made to  Chartwell's  subsidiary,  Chartwell  Re  Holdings
  Corporation ("Re Holdings"), with the proceeds then loaned to CHL, and (iv) Loan
  Notes issued by CHL in an aggregate principal amount of $9.3 million.
  
  On November 14, 1996, Re Holdings  repaid the outstanding  borrowings  under its
  credit  agreement with Fleet National Bank of Connecticut with the proceeds of a
  $20 million principal amount loan from First Union.
  
  Archer is the parent company of Archer  Managing  Agents Limited which is one of
  the largest managing agencies in the Lloyd's  marketplace with  approximately 4%
  of Lloyd's total underwriting capacity for the 1996 year of account. The largest
  part of Archer's  revenue is derived from fee based  income on capacity  managed
  and commissions on syndicate  profits.  Archer's managing agency manages a group
  of 11 Lloyd's syndicates (seven non-marine,  one marine, one aviation, one motor
  and one life) with 1996 capacity of  approximately  420 million Pounds Sterling.
  Approximately 80% of Archer syndicates'  premium volume is derived from non-U.S.
  sources.  Approximately  37% of the  1996  capacity  is  supplied  by  corporate
  capital.
  
                                          2
  
  <PAGE>
  
  
  
  Additional  information about the Offer, the Loan Notes and other funding of the
  Offer,  Archer and  related  matters  is  contained  in the Form 8-K  reports of
  Chartwell and Re Holdings filed with the  Securities and Exchange  Commission on
  October 18, 1996.
  
  
  Item 7. Financial Statements, Pro Forma Financial
  Information and Exhibits.
  
           (a)  Financial Statements of business acquired.
  
                    The following Archer financial  statements will be filed as an
  amendment to this report as soon as practicable:
  
           Consolidated Profit and Loss Account for the nine months ended June 30,
           1996 (unaudited) and the years ended September 30, 1995 and 1994.
  
           Consolidated  Balance  Sheets  as at  June  30,  1996  (unaudited) and
           September 30, 1995.
  
           Consolidated  Cash Flow  Statements  for the nine months ended June 30,
           1996 (unaudited) and the years ended September 30, 1995 and 1994.
  
           Notes to the Consolidated Financial Statements
  
           Report of KPMG Chartered Accounts
  
           (b)  Pro Forma financial information.
  
                    The  following  condensed  consolidated  pro  forma  financial
  statements (unaudited) reflecting  consummation of the Registrant's tender offer
  for the  outstanding  capital  stock of Archer will be filed as an  amendment to
  this report as soon as practicable:
  
           Condensed Consolidated Pro Forma Balance Sheet as at
           September 30, 1996.
  
           Condensed  Consolidated Pro Forma Statements of Operations for the nine
           months ended September 30, 1996 and the year ended December 31, 1995.
  
           Notes to Condensed Consolidated Pro Forma financial Statements.
  
           (c)  Exhibits
  
                    None.
  
                                          3
  
  <PAGE>
  
  
  
                                      SIGNATURE
  
            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 hereunto duly authorized.
  
                                            CHARTWELL RE HOLDINGS CORPORATION
  
  
  
  Dated: November 20, 1996                    By: /s/ Richard E.Cole
                                                 ----------------------
                                                  Richard E. Cole
                                                  Chairman & CEO
  
  
  
                                         4
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metadata_filer: {"company-data": {"conformed-name": "CHARTWELL RE HOLDINGS CORP", "cik": "0001012011", "assigned-sic": "6321", "irs-number": "061438493", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-28188", "film-number": "96669845"}, "business-address": {"street1": "FOUR STAMFORD PLAZA", "street2": "P.O. BOX 120043", "city": "STAMFORD", "state": "CT", "zip": "06912-0043", "phone": "(203) 705-2500"}, "mail-address": {"street1": "FOUR STAMFORD PLAZA", "street2": "P.O. BOX 120043", "city": "STAMFORD", "state": "CT", "zip": "06912-0043"}}
text: SECURITIES AND EXCHANGE COMMISSION
  
                                WASHINGTON, DC 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) November 19, 1996
                                                   ------------------
  
                          Chartwell Re Holdings Corporation
               (Exact Name of Registrant as Specified in its Charter)
  
       Delaware                    0-28188                  06-1438493
       --------                    -------                  ----------
  (State or Other Jurisdiction   (Commission                (IRS Employer
   of Incorporation)              File Number)            Identification No.)
  
  Four Stamford Plaza, P.O. Box 120043, Stamford, CT              06912-0043
  ------------------------------------------------------------------------------
  (Address of Principal Executive Offices)                       (Zip Code)
  
  Registrant's telephone number, including area code (203) 705-2500
                                                      -------------
  
            (Former Name or Former Address, if Changed Since Last Report)
  
                                 Page 1 of 4 pages.
  Item 2. Acquisition or Disposition of Assets.
  
  On October 14, 1996,  Chartwell Re  Corporation  ("Chartwell")  and Archer Group
  Holdings plc  ("Archer")  jointly  announced  the making by  Chartwell  Holdings
  Limited  ("CHL"),  an indirect  subsidiary of Chartwell,  of a recommended  cash
  offer (the  "Offer")  of 92.5 pence for each  ordinary  share of Archer in issue
  (each,  an "Archer  Share").  As at November 5, 1996,  CHL owned or had received
  acceptances of the Offer in respect of an aggregate of 35,393,712 Archer Shares,
  or 93.5% of the Archer Shares in issue, and on such date, Chartwell declared the
  Offer to be unconditional. As at the close of business on November 18, 1996, CHL
  owned or had received  acceptances  in respect of 98.8% of the Archer  Shares in
  issue.
  
  The  Offer may  remain  open,  but CHL is not  required  to keep it open,  until
  completion of the compulsory  acquisition of the remaining 1.2% of Archer Shares
  in issue under  Sections 428 to 430E of the  Companies Act 1985 which will occur
  in January  1997.  The Offer  includes a Loan Note  alternative  whereby  Archer
  stockholders (other than those resident in the United States or in certain other
  jurisdictions  where regulatory  restrictions  apply) were permitted to elect to
  receive one Pound  Sterling  in  principal  amount of Loan Notes  instead of one
  Pound Sterling of cash consideration.
  
  The aggregate  cost of acquiring the Archer Shares will be  approximately  $62.4
  million  (37.2  million  Pounds  Sterling),  including  expenses and the cost of
  purchasing Archer management options. The purchase price is based on an exchange
  rate of $1.6763 per 1 Pound  Sterling  which was the exchange  rate in effect on
  November  19,  1996.   The  foregoing   acquisition   cost  will  be  funded  by
  approximately  (i) $ 9.1  million  contributed  to CHL  by  Chartwell  from  its
  existing funds, (ii) $16.8 million  contributed to CHL by Chartwell  Reinsurance
  from its existing  funds,  (iii)  proceeds from loans from First Union  National
  Bank N.A.  ("First  Union") in an aggregate  principal  amount of $27.2  million
  which  loans  will be made to  Chartwell's  subsidiary,  Chartwell  Re  Holdings
  Corporation ("Re Holdings"), with the proceeds then loaned to CHL, and (iv) Loan
  Notes issued by CHL in an aggregate principal amount of $9.3 million.
  
  On November 14, 1996, Re Holdings  repaid the outstanding  borrowings  under its
  credit  agreement with Fleet National Bank of Connecticut with the proceeds of a
  $20 million principal amount loan from First Union.
  
  Archer is the parent company of Archer  Managing  Agents Limited which is one of
  the largest managing agencies in the Lloyd's  marketplace with  approximately 4%
  of Lloyd's total underwriting capacity for the 1996 year of account. The largest
  part of Archer's  revenue is derived from fee based  income on capacity  managed
  and commissions on syndicate  profits.  Archer's managing agency manages a group
  of 11 Lloyd's syndicates (seven non-marine,  one marine, one aviation, one motor
  and one life) with 1996 capacity of  approximately  420 million Pounds Sterling.
  Approximately 80% of Archer syndicates'  premium volume is derived from non-U.S.
  sources.  Approximately  37% of the  1996  capacity  is  supplied  by  corporate
  capital.
  
                                          2
  Additional  information about the Offer, the Loan Notes and other funding of the
  Offer,  Archer and  related  matters  is  contained  in the Form 8-K  reports of
  Chartwell and Re Holdings filed with the  Securities and Exchange  Commission on
  October 18, 1996.
  
  Item 7. Financial Statements, Pro Forma Financial
  Information and Exhibits.
  
           (a)  Financial Statements of business acquired.
  
                    The following Archer financial  statements will be filed as an
  amendment to this report as soon as practicable:
  
           Consolidated Profit and Loss Account for the nine months ended June 30,
           1996 (unaudited) and the years ended September 30, 1995 and 1994.
  
           Consolidated  Balance  Sheets  as at  June  30,  1996  (unaudited) and
           September 30, 1995.
  
           Consolidated  Cash Flow  Statements  for the nine months ended June 30,
           1996 (unaudited) and the years ended September 30, 1995 and 1994.
  
           Notes to the Consolidated Financial Statements
  
           Report of KPMG Chartered Accounts
  
           (b)  Pro Forma financial information.
  
                    The  following  condensed  consolidated  pro  forma  financial
  statements (unaudited) reflecting  consummation of the Registrant's tender offer
  for the  outstanding  capital  stock of Archer will be filed as an  amendment to
  this report as soon as practicable:
  
           Condensed Consolidated Pro Forma Balance Sheet as at
           September 30, 1996.
  
           Condensed  Consolidated Pro Forma Statements of Operations for the nine
           months ended September 30, 1996 and the year ended December 31, 1995.
  
           Notes to Condensed Consolidated Pro Forma financial Statements.
  
           (c)  Exhibits
  
                    None.
  
                                          3
  SIGNATURE
  
            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 hereunto duly authorized.
  
                                            CHARTWELL RE HOLDINGS CORPORATION
  
  Dated: November 20, 1996                    By: /s/ Richard E.Cole
                                                 ----------------------
                                                  Richard E. Cole
                                                  Chairman & CEO
  
                                         4