-----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, FT3iWmx2DUu0Bonu4QUdf5egEfveTpOU785GJw3Bvmwbax8hDNxxGi1v6j2XTw6y iw7o/xy7PF0GV0spg5okGg== 0000906602-99-000019.txt : 19990129 0000906602-99-000019.hdr.sgml : 19990129 ACCESSION NUMBER: 0000906602-99-000019 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990128 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/A SEC ACT: SEC FILE NUMBER: 005-33042 FILM NUMBER: 99515678 BUSINESS ADDRESS: STREET 1: 12603 SOUTHWEST FREEWAY STREET 2: SUITE 315 CITY: STAFFORD STATE: TX ZIP: 77477 BUSINESS PHONE: 2815659010 MAIL ADDRESS: STREET 1: 12603 SOUTHWEST FREEWAY STREET 2: SUITE 315 CITY: STAFFORD STATE: TX ZIP: 77477 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/A 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/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 5)* 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 LLP CityPlace I, Hartford, Connecticut 06103-3499 (860) 275-0100 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 1, 1998 and January 19, 1999 - -------------------------------------------------------------------------------- (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(e), 13d-1(f) or 13d-1(g), check the following box / /. NOTE. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. SEE Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on the following pages) (Page 1 of 7 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 13D Page 2 of 7 Pages 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* OO 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 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 shares REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 880,000 shares, all of which are temporarily on loan to David T. Chase 10 SHARED DISPOSITIVE POWER 1,120,000 shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,000,000 shares, 880,000 of which are temporarily on loan to David T. Chase 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /X/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.4% or 13.1% (See Row 11 above) 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! AMENDMENT NO. 5 TO STATEMENT ON SCHEDULE 13D The reporting person hereby amends in part her Statement on Schedule 13D dated December 29, 1995, as previously amended by Amendment No. 1 thereto dated October 2, 1996, Amendment No. 2 thereto dated January 8, 1997, Amendment No. 3 thereto dated November 20, 1997, and Amendment No. 4 thereto dated February 10, 1998 (collectively, the "Prior Schedule 13D"), 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. As more fully described in the Prior Schedule 13D, the reporting person had previously loaned 1,000,000 shares of Common Stock to her spouse, David T. Chase, pursuant to a loan agreement (the "DTC Loan Agreement") dated December 24, 1997, between the reporting person and David T. Chase. On April 1, 1998, David T. Chase returned to the reporting person 120,000 of such shares. The terms of the DTC Loan Agreement are more fully described in the Prior Schedule 13D. The 120,000 shares of Common Stock returned to the reporting person were deposited by the reporting person into the brokerage account to which the Trading Authorization (the "Trading Authorization") described in the Prior Schedule 13D relates. As more fully described in the Prior Schedule 13D, the reporting person had previously loaned 335,000 shares of Common Stock to Insurance Holdings Limited Partnership ("IHLP") pursuant to a letter agreement dated December 15, 1995, between the reporting person and IHLP, as modified by letter agreements dated July 31, 1997 and January 14, 1998, between the reporting person and IHLP (the "IHLP Loan Agreement"). On January 19, 1999, IHLP returned to the reporting person the 335,000 shares of Common Stock which it had borrowed under such agreement. The terms of the IHLP Loan Agreement are more fully described in the Prior Schedule 13D. The 335,000 shares of Common Stock returned to the reporting person on January 19, 1999 were deposited by the reporting person into the brokerage account to which the Trading Authorization relates. Item 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As of the date hereof, the reporting person beneficially owns 2,000,000 shares of Common Stock, representing approximately 23.4% of the 8,552,820 shares of Common Stock reported to be outstanding as of October 31, 1998 (as reported in ACCEL's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998), except to the extent that the reporting person is deemed to have temporarily transferred beneficial ownership of 880,000 shares of Common Stock to David T. Chase pursuant to the DTC Loan Agreement. 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 13.7% of the shares of Common Stock reported to be outstanding as of October 31, 1998, 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 reported to be outstanding as of October 31, 1998, owned by Sandra M. Chase, the spouse of Arnold L. Chase, (iii) 1,167,824 shares of Common Stock, or 13.7% of the shares of Common Stock reported to be outstanding as of October 31, 1998, 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) 7,500 shares of Common Stock, or less than 0.1% of the shares of Common Stock reported to be outstanding as of October 31, 1998, 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 David T. Chase the sole power to vote or to direct the vote of the 880,000 shares of Common Stock on loan to David T. Chase during the term of the DTC Loan Agreement, as described in greater detail in the Prior Schedule 13D and in Item 6 hereof. The reporting person does not share the power to vote or to direct the vote of any shares of Common Stock. The reporting person shares the power to dispose or to direct the disposition of 1,120,000 of the shares of Common Stock owned by her with David T. Chase. The reporting person has the sole power to dispose or direct the disposition of 880,000 of the shares of Common Stock owned by her, except to the extent that she has temporarily transferred to David T. Chase the sole power to dispose or direct the disposition of such 880,000 shares of Common Stock during the term of the DTC Loan Agreement, as described in greater detail in the Prior 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, 1,120,000 of the shares of Common Stock owned by the reporting person. As described in greater detail in the Prior Schedule 13D and in Item 6 hereof, David T. Chase may be deemed to have the right, during the term of the DTC Loan Agreement, to receive or to direct the receipt of dividends from, or the proceeds from the sale of, the 880,000 shares of Common Stock loaned by the reporting person to David T. Chase. 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 Prior Schedule 13D, the reporting person has previously loaned 1,000,000 shares of Common Stock to David T. Chase pursuant to the DTC Loan Agreement. On April 1, 1998, David T. Chase returned 120,000 of such shares of Common Stock to the reporting person. The 120,000 shares of Common Stock returned to the reporting person were deposited by the reporting person into the brokerage account to which the Trading Authorization relates. 880,000 shares of Common Stock remain on loan to David T. Chase pursuant to the DTC Loan Agreement, and the terms of the DTC Loan Agreement, described in greater detail in the Prior Schedule 13D, otherwise remain unchanged. The foregoing description of the DTC Loan Agreement and the Trading Authorization is subject to, and is qualified in its entirety by reference to, the DTC Loan Agreement and the Trading Authorization, each of which has been filed as an exhibit to the Prior Schedule 13D. As described in greater detail in the Prior Schedule 13D, the reporting person had previously loaned 335,000 shares of Common Stock to IHLP pursuant to the IHLP Loan Agreement. On January 19, 1999, IHLP returned to the reporting person the 335,000 shares of Common Stock which were on loan pursuant to such agreement. Such shares of Common Stock were deposited by the reporting person into the brokerage account to which the Trading Authorization relates. The foregoing description of the IHLP Loan Agreement and the Trading Authorization is subject to, and qualified in its entirety by reference to, the IHLP Loan Agreement and the Trading Authorization, which have been filed as exhibits to the Prior Schedule 13D. Except as described in this Statement on Schedule 13D, including the Prior 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. None 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: January 27, 1999 /s/ Rhoda L. Chase --------------------- Rhoda L. Chase -----END PRIVACY-ENHANCED MESSAGE-----