-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HzlIsYpx9hxfnMwkRiNk8K1xFX/FcuhGVCXZnE/u2ixOgvycpozDK2urRTkLY0Kv 7UNG3QITYvsA8/SmkIKEDw== 0000906602-97-000229.txt : 19971124 0000906602-97-000229.hdr.sgml : 19971124 ACCESSION NUMBER: 0000906602-97-000229 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19971121 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ACCEL INTERNATIONAL CORP CENTRAL INDEX KEY: 0000001985 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 310788334 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-33042 FILM NUMBER: 97726202 BUSINESS ADDRESS: STREET 1: 475 METRO PLACE N CITY: DUBLIN STATE: OH ZIP: 43017 BUSINESS PHONE: 6147647000 MAIL ADDRESS: STREET 1: 475 METRO PLACE NORTH CITY: DUBLIN STATE: OH ZIP: 43017 FORMER COMPANY: FORMER CONFORMED NAME: ACCELERATION CORP DATE OF NAME CHANGE: 19870814 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHASE RHODA L/ CENTRAL INDEX KEY: 0000938178 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 048264407 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O CHASE ENTERPRISES STREET 2: ONE COMMERCIAL PLZ CITY: HARTFORD STATE: CT ZIP: 06103- BUSINESS PHONE: 2035491674 MAIL ADDRESS: STREET 1: C/O COMMERCIAL ENTERPRISES STREET 2: ONE COMMERCIAL PLZ CITY: HARTFORD STATE: CT ZIP: 06103 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* ACCEL International Corporation ------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.10 per share ------------------------------------------------------------- (Title of Class of Securities) 004299 10 3 ------------------------------------------------------------- (CUSIP Number) William H. Cuddy, Esq. Day, Berry & Howard CityPlace I, Hartford, Connecticut 06103-3499 (860) 275-0100 ------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 4, 1996, November 18, 1996, March 11, 1997 and July 28, 1997 ------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. (Continued on the following pages) (Page 1 of 8 Pages) - ------------------- *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 004299 10 3 1 NAME OF REPORTING PERSONS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Rhoda L. Chase 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. 7 SOLE VOTING POWER NUMBER OF 2,000,000 shares (See Row 11 below) SHARES SHARED VOTING POWER BENEFICIALLY 8 0 shares OWNED BY EACH REPORTING SOLE DISPOSITIVE POWER PERSON 9 670,000 shares, which are temporarily on loan to WITH Insurance Holdings Limited Partnership 10 SHARED DISPOSITIVE POWER 1,330,000 shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,000,000 shares, of which 670,000 are temporarily on loan to Insurance Holdings Limited Partnership 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /X/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.2% or 15.4% (See Row 11 above) 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! AMENDMENT NO. 3 TO STATEMENT ON SCHEDULE 13D The reporting person hereby amends in part her Statement on Schedule 13D dated December 29, 1995 (the "Initial Schedule 13D"), as previously amended by Amendment No. 1 thereto dated October 2, 1996, and Amendment No. 2 thereto dated January 8, 1997, with respect to the common stock, par value $0.10 per share (the "Common Stock"), of ACCEL International Corporation ("ACCEL"). This amendment amends only those portions of the information previously reported that have changed since the prior filing. Item 3. Source and Amount of Funds or Other Consideration. The reporting person transferred an aggregate of 1,665,000 of her shares of Common Stock into the brokerage account to which the Trading Authorization described in Item 6 relates, on the dates and in the amounts set forth below.
Date Number of Shares January 9, 1996 47,000 October 4, 1996 70,500 November 18, 1996 486,852 December 2, 1996 2,014 March 11, 1997 1,058,634
There was no consideration for such transfers. On July 28, 1997, the reporting person loaned 335,000 shares of Common Stock to Insurance Holdings Limited Partnership (the "Borrower") pursuant to a letter agreement (the "Letter Agreement") dated December 15, 1995, between the reporting person and the Borrower, as modified by a letter agreement (the "Amendment" and, together with the Letter Agreement, the "Loan Agreement") dated July 31, 1997, between the reporting person and the Borrower. The terms of the Letter Agreement are more fully described in the Initial Schedule 13D and in Item 6 hereto and the terms of the Amendment are more fully described in Item 6 hereto. The 335,000 shares of Common Stock so loaned were transferred to the Borrower from the brokerage account to which the Trading Authorization described in Item 6 relates. Item 5. Interest in Securities of the Issuer. (a) (i) As of the date hereof, the reporting person beneficially owns 2,000,000 shares of Common Stock, representing approximately 23.2% of the 8,631,042 shares of Common Stock outstanding as of November 14, 1997, except to the extent that the reporting person is deemed to have temporarily transferred beneficial ownership of 670,000 shares of Common Stock to the Borrower pursuant to the Loan Agreement. (ii) This statement does not relate to, and, in accordance with Rule 13d-4 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the reporting person expressly declares that the filing of this statement shall not be construed as an admission that she is, for the purposes of Section 13(d) or Section 13(g) of the Exchange Act, the beneficial owner of, any of the (i) 1,167,824 shares of Common Stock, or 13.5% of the shares of Common Stock outstanding as of November 14, 1997, owned by Arnold L. Chase, the son of the reporting person, (ii) 5,350 shares of Common Stock, or less than 0.1% of the shares of Common Stock outstanding as of November 14, 1997, owned by Sandra M. Chase, the spouse of Arnold L. Chase, (iii) 1,167,824 shares of Common Stock, or 13.5% of the shares of Common Stock outstanding as of November 14, 1997, owned by The Darland Trust, a trust for which Rothschild Trust Cayman Limited serves as trustee and of which Cheryl A. Chase (daughter of the reporting person and David T. Chase and brother of Arnold L. Chase) and her children are the beneficiaries or (iv) 6,500 shares of Common Stock, or less than 0.1% of the shares of Common Stock outstanding as of November 14, 1997, currently issuable upon the exercise of options held by David T. Chase (the spouse of the reporting person and the father of Cheryl A. Chase and Arnold L. Chase). David T. Chase may also be deemed to be the beneficial owner of the 1,167,824 shares of Common Stock referred to in clause (i) of the immediately preceding sentence and the 1,167,824 shares of Common Stock referred to in clause (iii) of the immediately preceding sentence. (b) The reporting person has the sole power to vote or to direct the vote of the 2,000,000 shares of Common Stock owned by her, except to the extent that the reporting person has temporarily transferred to the Borrower the sole power to vote or to direct the vote of the 670,000 shares of Common Stock on loan to the Borrower during the term of the Loan Agreement, as described in greater detail in the Initial Schedule 13D and in Item 6 hereof. The reporting person shares the power to dispose or to direct the disposition of 1,330,000 of the shares of Common Stock owned by her with her husband, David T. Chase. The reporting person has the sole power to dispose or direct the disposition of 670,000 of the shares of Common Stock owned by her, except to the extent that the reporting person has temporarily transferred to the Borrower the sole power to dispose or direct the disposition of such shares of Common Stock during the term of the Loan Agreement, as described in greater detail in the Initial Schedule 13D and in Item 6 hereof. David T. Chase's principal occupation is Chairman of the Board of Directors and President of D.T. Chase Enterprises, Inc. ("DTCE"), a holding company for various Chase family interests. David T. Chase's business address and the principal business address of DTCE is: D.T. Chase Enterprises, Inc., One Commercial Plaza, Hartford, Connecticut 06103. During the past five years, David T. Chase has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the past five years, David T. Chase has not been a party to a civil proceeding of a judicial or an administrative body of competent jurisdiction and as a result of such proceeding is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. David T. Chase is a citizen of the United States of America. (c) No transactions in the Common Stock were effected by or on behalf of the reporting person during the past 60 days other than the transactions described in Item 3. (d) Each of David T. Chase and the reporting person has the power to direct the dividends from, and the proceeds from the sale of, 1,330,000 of the shares of Common Stock owned by the reporting person. As described in greater detail in the Initial Schedule 13D and in Item 6 hereof, the Borrower may be deemed to have the right, during the term of the Loan Agreement, to receive or to direct the receipt of dividends from, or the proceeds from the sale of, the 670,000 shares of Common Stock loaned by the reporting person to the Borrower. No other person, other than the reporting person, is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock owned by the reporting person. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. As described in greater detail in the Initial Schedule 13D, the reporting person loaned 335,000 shares of Common Stock to the Borrower pursuant to the Letter Agreement on December 15, 1995. On July 28, 1997, the reporting person loaned an additional 335,000 shares of Common Stock to the Borrower. The reporting person and the borrower entered into the Amendment to modify the Letter Agreement to include such additional shares of Common Stock. As of the date hereof, the reporting person has thus loaned 670,000 shares of Common Stock (the "Borrowed Securities") to the Borrower pursuant to the Loan Agreement. Under the terms of the Loan Agreement, the Borrower has full use of the Borrowed Securities, including the right to sell, pledge or otherwise transfer or encumber the Borrowed Securities, until termination of the Loan Agreement. In exchange for the reporting person's lending the Borrowed Securities to the Borrower, the Borrower is to pay the reporting person quarterly a service fee at the rate of six percent (6%) per annum of the average monthly market value of the Borrowed Securities prorated over the number of days the Loan Agreement is in effect. In addition, the Borrower is to pay to the reporting person any cash dividends or distributions declared on the Borrowed Securities during the term of the Loan Agreement. Upon the termination of the Loan Agreement, the Borrower is to deliver to the reporting person securities that are identical in kind and amount to the Borrowed Securities and including all dividends and distributions in the form of stock, rights, warrants or other securities which ACCEL makes with respect to the Borrowed Securities during the term of the Loan Agreement. The Loan Agreement is to terminate December 31, 1998, unless terminated sooner by one of the parties pursuant to the terms of the Loan Agreement. The Borrower is a limited partnership of which Chase Insurance Corporation is the general partner and the reporting person, Cheryl A. Chase and Sandra M. Chase are the limited partners. The reporting person owns all of the outstanding capital stock of Chase Insurance Corporation. The foregoing description of the Loan Agreement is subject to, and is qualified in its entirety by reference to, the Letter Agreement, which was filed as an exhibit to the Initial Schedule 13D, and the Amendment, which is filed as an exhibit to this Statement on Schedule 13D. Pursuant to a General Trading Authorization for Securities and/or Options Accounts (the "Trading Authorization"), the reporting person has granted to David T. Chase the power to enter orders to purchase and sell securities for the brokerage account in which she holds 1,330,000 of the shares of Common Stock owned by her. The Trading Authorization also confers upon David T. Chase the power to buy and sell on margin, to sell short for such account and to give instructions as to the transfer of money and property from such account. The powers granted by the Trading Authorization remain effective until terminated by the reporting person. The foregoing description of the Trading Authorization is subject to, and is qualified in its entirety by reference to, the form of Trading Authorization, which is filed as an exhibit to this Statement on Schedule 13D. Except as described in this Statement on Schedule 13D, the reporting person knows of no contracts, arrangements, understandings or relationships (legal or otherwise) between any of the persons named in Item 2 or between such persons and any other person with respect to any securities of ACCEL, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. The reporting person has not agreed to act together with any other person or entity for the purpose of acquiring, holding, voting or disposing of shares of Common Stock and the reporting person disclaims membership in any "group" with respect to the Common Stock for purposes of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b)(1) promulgated thereunder. Item 7. Material to Be Filed as Exhibits. (1) Amendment (2) Form of Trading Authorization. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: November 20, 1997 /s/ Rhoda L. Chase Rhoda L. Chase EX-99 2 EXHIBIT 1 RHODA L. CHASE C/O Chase Enterprises, One Commercial Plaza Hartford, CT 06103 July 31, 1997 Insurance Holdings Limited Partnership C/O Chase Enterprises One Commercial Plaza Hartford, CT 06103 Re: Loan of Common Stock of Accel International Corporation This letter will set forth a modification to an earlier Agreement entered into between Rhoda L. Chase (the "Lender") and Insurance Holdings Limited Partnership (the "Borrower") regarding shares of stock of ACCEL International Corporation (the "Company") and dated December 15, 1995. The purpose of this modification is to increase the number of shares from 335,000 to 670,000. To this end, paragraph 1 of the Agreement is amended to read as follows: "1. Lender hereby confirms that it has loaned to Borrower 670,000 shares of the common stock, no par value of the Company ("Borrowed Securities")." Please confirm that the foregoing sets forth our understanding regarding the modification of the Agreement for the Borrowed Securities by signature below: Very truly yours, /s/ Rhoda L. Chase Rhoda L. Chase THE FOREGOING IS HEREBY CONFIRMED AND AGREED TO: Insurance Holdings Limited Partnership By: Chase Insurance Corporation, it's General Partner /S/ Cheryl A. Chase - ------------------------------ Cheryl A. Chase Executive Vice President EX-99 3 PAINEWEBBER MICROFILM I.D. NUMBER EXHIBIT 2 GENERAL TRADING AUTHORIZATION FOR SECURITIES AND/OR OPTIONS ACCOUNTS (AUTHORIZATION MAY NOT BE EXTENDED TO EMPLOYEES OF PAINEWEBBER) ACCOUNT NAME Branch Account Number Broker Rhoda L. Chase | X | X | | X | X | X | X | X | | X | X | THIS WILL CONFIRM THE AUTHORITY OF David T. Chase (Agent name) C/O CHASE ENTERPRISES ONE COMMERCIAL PLAZA, HARTFORD CT 06103 (Complete address) to enter orders with you as brokers, or as dealers acting for your own account, or as brokers for some other person, and in accordance with your terms and conditions for my account and risk. To purchase and sell securities and similar property and enter into those option contracts indicated below. I hereby ratify and confirm any and all transactions, trades or dealings effected in and for my account by my agent in connection with the authority granted hereunder. (INITIAL BOXES TO INDICATE AGENCY GRANTED) (1) |RLC| To buy and sell on margin: (cash account only if not initialed) (2) |RLC| To sell short: (box (1) must also be initialed) (3) |RLC| To give you instructions as to the transfer of money and property from my account to me, or to others (4) |RLC| To do Options as follows: (THE TERM "OPTIONS" IS INCLUSIVE OF PUTS AND CALLS) | | COVERED | | BUY OPTIONS AND COVERED |RLC| ALL OPTION TRANSACTIONS WRITING ONLY WRITING ONLY (INCLUDING UNCOVERED OPTIONS) This authorization is in addition to (and in no way limits or restricts) any and all rights which you may have under any other agreement(s) between your firm and me and is to remain effective until you receive written notice from me to the contrary, shall survive my disability or incompetence, shall bind my estate on all transactions by you after but without knowledge of my death and shall inure to your benefit and the benefit of any successor corporation or firms. Signed, sealed and delivered by /S/ Rhoda L. Chase DATE (Signature of Principal) In the presence of: DATE (Signature of Witness) INSTRUCTIONS AS TO NOTICES Please send all confirmation, statements, and other communications as checked below: | | Send to me only |RLC| Send to me and to agent. /s/ Rhoda L. Chase (Signature of Principal) ACCEPTANCE OF AGENCY /s/ David T. Chase DATE (Signature of Agent Authorized to Act) DATE (Branch Office Manager's approval) OPTION ACCOUNTS: LIMITATIONS SENIOR ROP APPROVAL: DATE I N A C 4 REV. 12/95 IMPORTANT - REVERSE SIDE MUST BE COMPLETED BY AGENT
TO BE COMPLETED BY AUTHORIZED AGENT Age Mr. Mrs. Ms. Home Address Home Phone Occupation Employer Employer's Business Business Address Business Phone Citizen Of Agent's Relationship, If Any, To The Principal Agent's Account No. With PW (if any) Agent's Investment Experience: (Years of Experience) Reason for Agency Options: Stock/Bonds: Commodities: Other (Specify) Authorized Agent's Signature
-----END PRIVACY-ENHANCED MESSAGE-----