-----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, NFkkuDznHkuj1/0ofeNDz4yJ4l4FqT1hFkCtVl43A8ZuamU1nTODg642UQ92QiUw nsxOQUulqlJ/RdQc3JlzAA== 0000950159-01-000088.txt : 20010214 0000950159-01-000088.hdr.sgml : 20010214 ACCESSION NUMBER: 0000950159-01-000088 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010213 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: 1537330 BUSINESS ADDRESS: STREET 1: 75 WEST ST CITY: SIMSBURY STATE: CT ZIP: 06070 BUSINESS PHONE: 8608437600 MAIL ADDRESS: STREET 1: 75 WEST ST CITY: SIMSBURY STATE: CT ZIP: 06070 FORMER COMPANY: FORMER CONFORMED NAME: ACCELERATION CORP DATE OF NAME CHANGE: 19870814 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DARLAND TRUST CENTRAL INDEX KEY: 0001035907 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 06640089 STATE OF INCORPORATION: E7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: P O BOX 472 STREET 2: ST. PETER'S HOUSE LE BORDAGE CITY: PETER PORT BUSINESS PHONE: 01481707800 MAIL ADDRESS: STREET 1: P.O. BOX 472 STREET 2: ST. PETER'S HOUSE, LE BORDAGE CITY: PETER PORT STATE: E7 SC 13D 1 0001.txt 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.2)* ACCEL International Corporation ----------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.10 per share ----------------------------------------------------------------------------- (Title of Class of Securities) 004299 10 3 ----------------------------------------------------------------------------- (CUSIP Number) Bonnie J. Roe, Esq. Day, Berry & Howard LLP One Canterbury Green, Stamford, Connecticut 06901-2047 (203) 977-7300 ----------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 31, 2000 ------------------------------------------------------------------------- (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 [ ]. (Continued on the following pages) (Page 1 of __ 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). SCHEDULE 13D - -------------------------------------------------------------------------------- CUSIP No. 004299 10 3 Page 2 of 7 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) The Darland Trust - -------------------------------------------------------------------------------- 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 OR ORGANIZATION Cayman Islands - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 1,167,824 (see Row 11 below) OWNED BY ---------------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING 0 shares PERSON ---------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 0 shares ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,167,824 shares (see Row 11 below) - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,167,824 shares, held as trustee, Rothschild Trust Cayman Limited - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 12.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* 00 AMENDMENT NO. 2 TO STATEMENT SCHEDULE 13D The reporting person hereby amends in part its Statement on Schedule 13D dated March 12, 1997, as previously amended by Amendment No. 1 thereto dated November 21, 1997 (together, 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 5. Interest in Securities of the Issuer. (a) (i) As of the date hereof, the reporting person beneficially owns 1,167,824 shares of Common Stock, representing approximately 12.9% of the 9,084,004 shares of Common Stock outstanding as of October 31, 2000 (as reported in ACCEL's Quarterly Report on Form 10-Q for the quarter ended September 30, 2000). (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 it is, for purposes of Section 13(d) or Section 13(g) of the Exchange Act, the beneficial owner of, any of the following: (A) 1,167,824 shares of Common Stock, or 12.9% of the shares of Common Stock outstanding as of October 31, 2000, owned by Arnold L. Chase, who is the brother of Cheryl A. Chase, who, together with her children, are the beneficiaries of the reporting person; (B) 2,000,000 shares of Common Stock, or 22.0% of the shares of Common Stock outstanding as of October 31, 2000, owned by Rhoda L. Chase (the mother of Cheryl A. Chase); (C) 5,350 shares of Common Stock, or less than 0.1% of the shares of Common Stock outstanding as of October 31, 2000, owned by Sandra M. Chase, who is the spouse of Arnold L. Chase, brother of Cheryl A. Chase; (D) warrants owned by Accel Finance Company LLC, a Connecticut limited liability company ("Accel Finance"), for the purchase of 996,147 shares of Common Stock, which, if exercised, would be 9.9% of the resulting 10,080,151 shares outstanding; (E) warrants owned by Chase Dover, Inc., a Delaware corporation ("Chase Dover"), for the purchase of 278,824 shares of Common Stock, and which, if exercised, would be 3.0% of the resulting 9,362,828 shares outstanding; or (F) 17,500 shares of Common Stock, or less than 0.1% of the shares of Common Stock outstanding as of October 31, 2000, currently issuable upon the exercise of options held by David T. Chase (the father of Cheryl A. Chase). Cheryl A. Chase and Arnold L. Chase each own 40% of the membership interests in Accel Finance. Page 3 of 7 Pages Cheryl A. Chase owns 100% of the stock of Chase Dover. David T. Chase is the president and a director of Chase Dover. Cheryl A. Chase is an executive vice president, the secretary and a director of Chase Dover. Arnold L. Chase is an executive vice president, the treasurer and a director of Chase Dover. (b) The Trustee, on behalf of the reporting person, has the sole power to vote or to direct the vote of the 1,167,824 shares of Common Stock owned by the reporting person. The Trustee, on behalf of the reporting person, shares the power to dispose or to direct the disposition of the 1,167,824 shares of Common Stock owned by the reporting person with David T. Chase. 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 was or is 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 Trustee, on behalf of the reporting person, has the power to direct the dividends from, and the proceeds from the sale of, the shares of Common Stock owned by the reporting person. No other 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. 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 it holds its shares of Common Stock. The Trading Authorization also confers upon him 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 the Prior Schedule 13D. Page 4 of 7 Pages David T. Chase manages certain funds for the Trustee on behalf of the reporting person. In such capacity and pursuant to the Trading Authorization, David T. Chase may effect the sale of some or all of the shares of Common Stock owned by the reporting person or effect the purchase of additional shares of Common Stock on behalf of the reporting person. Except as described in this Statement on Schedule 13D, including the Prior Schedule 13D, the reporting person does not know of any contracts, arrangements, understandings or relationships (legal or otherwise) between any of the persons named in Item 2 or between such person 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) Schedule I - Directors and Officers of the Trustee of the Trust. SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the reporting person certifies that the information set forth in this statement is true, complete and correct. Dated: February 12, 2001 The Darland Trust By: Rothschild Trust Cayman Limited, Trustee By: /s/ C. Ward ------------------------- Name: C. Ward Title: Authorised Signatory By: /s/ J. Etheridge ------------------------- Name: J. Etheridge Title: Authorised Signatory Page 5 of 7 Pages SCHEDULE I DIRECTORS AND EXECUTIVE OFFICERS OF ROTHSCHILD TRUST CAYMAN LIMITED
AGGREGATE TITLE AT NUMBER OF ROTHSCHILD SHARES OF PRINCIPAL TRUST COMMON NAME BUSINESS ADDRESS OCCUPATION CAYMAN LTD. STOCK OWNED Mr. Michael Arni Zollikerstrasse 181 Trust Executive Director and None 8034 Zurich, Switzerland President Mr. Timothy Urquhart Zollikerstrasse 181 Trust Executive Director None 8034 Zurich, Switzerland Dr. Urs Peter Kaelin Zollikerstrasse 181 Trust Executive Director and None 8034 Zurich, Switzerland Secretary Mr. James Boetschi Zollikerstrasse 181 Trust Executive Director None 8034 Zurich, Switzerland Mr. Chris Schallenberger Zollikerstrasse 181 Trust Executive Director None 8034 Zurich, Switzerland Mr. David Allison P.O. Box 472 Trust Executive Director None Le Bordage St. Peter Port Guernsey GYI6AX Channel Islands Mrs. Jane Dickinson P.O. Box 472 Trust Executive Director None Le Bordage St. Peter Port Guernsey GYI6AX Channel Islands Page 6 of 7 Pages Mr. Christopher P. Ward P.O. Box 472 Trust Executive Director None Le Bordage St. Peter Port Guernsey GYI6AX Channel Islands Mr. Werner Maurer Zollikerstrasse 181 Trust Executive Director and None 8034 Zurich, Switzerland Treasurer Mr. Nicholas David Moss P.O. Box 472 Trust Executive Director None Le Bordage St. Peter Port Guernsey GYI6AX Channel Islands
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