SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
The United Illuminating Company
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
910637
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(CUSIP Number)
Terry Kasuga
Chase Enterprises
One Commercial Plaza, Hartford, Connecticut 06103-3585
(860) 549-1674
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 1, 1997
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(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 7 Pages)
<PAGE>
CUSIP No. 910637
1 NAME OF REPORTING PERSONS
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Arnold L. Chase
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
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.
NUMBER OF 7 SOLE VOTING POWER
SHARES 225,000 shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0 shares
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0 shares
WITH 10 SHARED DISPOSITIVE POWER
225,000 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
225,000 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
AMENDMENT NO. 1 TO STATEMENT ON SCHEDULE 13D
The reporting person hereby amends in part his Statement on Schedule
13D dated September 26, 1997 (the "Initial Schedule 13D") with respect to
the common stock, no par value (the "Common Stock"), of The United
Illuminating Company ("UI"). 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 purchased an aggregate of 55,000 shares of
Common Stock in open market transactions from October 8, 1997 through
December 3, 1997. The reporting person holds such shares of Common Stock
in the brokerage account to which the Trading Authorization described in
Item 6 of the Initial Schedule 13D relates. All such transactions are set
fourth on Schedule I hereto, which is incorporated herein by reference.
The aggregate consideration (including commissions ) for all such purchases
was $2,141,215. The funds to purchase such shares of Common Stock were
personal funds of the reporting person.
Item 4. PURPOSE OF TRANSACTION.
The reporting person is holding the 225,000 shares of Common
Stock he owns of record for investment purposes. Based on his ongoing
evaluation of the business, prospects and financial condition of UI, the
market for and price of the Common Stock, other opportunities available to
him, offers for his shares of Common Stock, general economic conditions and
other future developments, the reporting person reserves the right to
change his plans and intentions at any time, as he deems appropriate. In
particular, the reporting person may decide to sell or seek the sale of all
or part of his present or future beneficial holdings of Common Stock, or
may decide to acquire additional Common Stock, or securities convertible
into or exchangeable for Common Stock, either in the open market, in
private transactions, or by any other permissible means. The reporting
person may also decide to enter into derivative transactions relating to
the Common Stock. Any such transactions may be effected at any time and
from time to time.
Other than the above, as of the date hereof, the reporting person
does not have any plans or proposals that relate to or would result in any
of the following:
(a) The acquisition by any person of additional securities of UI, or
the disposition of securities of UI;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving UI or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of UI or any of
its subsidiaries;
(d) Any change in the present board of directors or management of UI,
including any plans or proposals to change the number or term of directors
or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of UI;
(f) Any other material change in UI's business or corporate
structure;
(g) Changes in UI's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of UI
by any person;
(h) Causing a class of securities of UI to be delisted from a
national securities exchange or to cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association;
(i) A class of equity securities of UI becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"); or
(j) Any action similar to any of those enumerated above.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date hereof, the reporting person owns of record and
beneficially 225,000 shares of Common Stock, representing approximately
1.6% of the 14,101,291 shares of Common Stock reported to be outstanding as
of September 30, 1997 (as reported in UI's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1997).
This schedule does not relate to, and, in accordance with Rule 13d-4
under the Exchange Act, the reporting person expressly declares that the
filing of this statement shall not be construed as an admission that he is,
for purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial
owner of, any of the (i) 79,000 shares of Common Stock, or 0.6% of the
shares of Common Stock reported to be outstanding as of September 30, 1997,
owned by Cheryl A. Chase, the reporting person's sister, (ii) 300,000
shares of Common Stock, or 2.1% of the shares of Common Stock reported to
be outstanding as of September 30, 1997, owned by Rhoda L. Chase, the
reporting person's mother, (iii) 146,000 shares of Common Stock, or 1.0% of
the Common Stock reported to be outstanding as of September 30, 1997, owned
by The Darland Trust, a trust of which Cheryl A. Chase and her children are
the beneficiaries, or (iv) 175,000 shares of Common Stock, or 1.2% of the
Common Stock reported to be outstanding as of September 30, 1997, owned by
American Ranger, Inc. ("American Ranger"), a company which is owned and
controlled by the Chase family, as described below. David T. Chase (the
father of the reporting person and Cheryl A. Chase and the husband of Rhoda
L. Chase) may be deemed to be a beneficial owner of the shares of Common
Stock referred to in clauses (i), (ii) and (iii) of the immediately
preceding sentence.
American Ranger is a wholly-owned subsidiary of D.T. Chase
Enterprises, Inc. ("DTCE"), a holding company for various Chase family
interests. David T. Chase, Arnold L. Chase and Cheryl A. Chase are the
directors and executive officers of American Ranger and the directors and
three of the executive officers of DTCE. All of the outstanding stock of
DTCE is owned by David T. Chase (33.95%), Rhoda L. Chase (2.21%), Arnold L.
Chase (9.34%), Cheryl A. Chase (14.74%), five trusts for the benefit of
Arnold L. Chase's children and two trusts for the benefit of Arnold L.
Chase, his spouse and/or his children, of which Stanley N. Bergman and
Arnold L. Chase are co-trustees (20.15% in the aggregate), and five trusts
for the benefit of Cheryl A. Chase's children and two trusts for the
benefit of Cheryl A. Chase and/or her children, of which Stanley N. Bergman
and Cheryl A. Chase are co-trustees (19.61% in the aggregate).
(b) The reporting person has the sole power to vote or to direct the
vote of the 225,000 shares of Common Stock owned by him. The reporting
person shares the power to dispose or to direct the disposition of the
225,000 shares of Common Stock owned by him with his father, David T.
Chase.
David T. Chase's principal occupation is Chairman of the Board of
Directors and President of DTCE. 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) All transactions in the Common Stock effected by or on behalf of
the reporting person in the past 60 days are set forth on Schedule I
hereto, which is incorporated herein by reference. All such transactions
were open market purchases of Common Stock. Some of the transactions were
effected by David T. Chase for the account of the reporting person.
(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, all 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.
<PAGE>
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: December 12, 1997
/s/ Arnold L. Chase
Arnold L. Chase
<PAGE>
SCHEDULE I
Transactions in The United Illuminating Company
Common Stock by Arnold L. Chase
<TABLE>
<CAPTION>
DATE ACTION PRICE SHARES
<S> <C> <C> <C>
10/08/97 Buy 37.567 5,400
10/08/97 Buy 37.790 2,100
10/21/97 Buy 38.995 7,500
10/24/97 Buy 38.113 5,000
10/27/97 Buy 37.858 7,750
10/28/97 Buy 37.563 7,250
11/26/97 Buy 40.008 10,000
12/01/97 Buy 40.750 8,400
12/03/97 Buy 40.689 1,600
TOTAL 55,000
</TABLE>
