SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
The United Illuminating Company
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, no par value
- -------------------------------------------------------------------------------
(Title of Class of Securities)
910637
- -------------------------------------------------------------------------------
(CUSIP Number)
Terry Kasuga
Chase Enterprises
One Commercial Plaza, Hartford, Connecticut 06103-3585
(860) 549-1674
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 18, 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 11 Pages)
<PAGE>
CUSIP No. 910637
1 NAME OF REPORTING PERSONS
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Rothschild Trust Cayman Limited
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
Cayman Islands
NUMBER OF 7 SOLE VOTING POWER
SHARES 146,000 shares (see Row 11 below)
BENEFICIALLY SHARED VOTING POWER
OWNDED BY EACH 8 0 shares
REPORTING SOLE DISPOSITIVE POWER
PERSON 9 0 shares
WITH 10 SHARED DISPOSITIVE POWER
146,000 shares (see Row 11 below)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
146,000 shares, held as trustee for The Darland Trust
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. SECURITY AND ISSUER.
The class of equity securities to which this Statement on Schedule 13D
relates is the common stock, no par value (the "Common Stock"), of The
United Illuminating Company ("UI"), a Connecticut corporation whose
principal executive offices are located at 157 Church Street, New Haven,
Connecticut 06506.
Item 2. IDENTITY AND BACKGROUND
(a) NAME:
Rothschild Trust Cayman Limited
(b) ADDRESS OF PRINCIPAL BUSINESS AND PRINCIPAL OFFICE:
FBO: The Darland Trust
P.O. Box 472
St. Peter's House, Le Bordage
St. Peter Port
Guernsey GYI6AX
Channel Islands
(c) PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT:
The reporting person is a corporation which is organized to act
as a corporate trustee. The reporting person serves as trustee to The
Darland Trust (the "Trust"), a Trust of which Cheryl A. Chase and her
children are the beneficiaries.
The information required by subsections (a) through (c) of this
Item 2 with respect to the executive officers and directors of the
reporting person as of the date hereof, is incorporated herein by reference
to such information in Schedule I hereto.
(d) During the past five years, the reporting person has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors). During the past five years, none of the executive officers
or directors of the reporting person has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past five years, the reporting person 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. During the past
five years, none of the executive officers or directors of the reporting
person has 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.
(f) CITIZENSHIP:
The reporting person is a Cayman Islands corporation. Each of
the executive officers and directors of the reporting person is a citizen
of Guernsey or Switzerland.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The reporting person purchased an aggregate of 146,000 shares of
Common Stock on behalf of the Trust in open market transactions from May 6,
1997 through August 6, 1997. Such transactions were effected by David T.
Chase, who manages certain funds for the reporting person on behalf of the
Trust. All such transactions are set fourth on Schedule II hereto, which
is incorporated herein by reference. The aggregate consideration
(including commissions) for all such purchases was $4,452,032. The funds
to purchase such shares came from the reserves of the Trust.
Item 4. PURPOSE OF TRANSACTION.
The reporting person is holding the 146,000 shares of Common
Stock it owns on behalf of the Trust for investment purposes. Based on the
reporting person's ongoing evaluation of the business, prospects and
financial condition of UI, the market for and price of the Common Stock,
other opportunities available to the reporting person, offers for the
reporting person's shares of Common Stock, general economic conditions and
other future developments, the reporting person reserves the right to
change its plans and intentions at any time, as it deems appropriate. In
particular, the reporting person may decide to sell or seek the sale of all
or part of its present or future beneficial holdings of Common Stock, or
may decide to acquire on behalf of the Trust 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, its executive officers and directors do 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, on behalf of
the Trust, 146,000 shares of Common Stock, representing approximately 1.0%
of the 14,101,291 shares of Common Stock reported to be outstanding as of
June 30, 1997 (as reported in UI's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997). As of the date hereof, none of the executive
officers or directors of the reporting person own any shares of Common
Stock.
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 it is,
for purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial
owner of, any of the (i) 24,000 shares of Common Stock, or 0.2% of the
shares of Common Stock outstanding as of June 30, 1997, owned by Cheryl A.
Chase who, together with her children, is the beneficiary of the Trust,
(ii) 252,500 shares of Common Stock, or 1.8% of the shares of Common Stock
outstanding as of June 30, 1997, owned by Rhoda L. Chase, the mother of
Cheryl A. Chase, (iii) 170,000 shares of Common Stock, or 1.2% of the
Common Stock outstanding as of June 30, 1997, owned by Arnold L. Chase, the
brother of Cheryl A. Chase, or (iv) 157,500 shares of Common Stock, or 1.1%
of the Common Stock outstanding as of June 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 husband of
Rhoda L. Chase and the father of Cheryl A. Chase and Arnold 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"). 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, on behalf of the Trust, has the sole power
to vote or to direct the vote of the 146,000 shares of Common Stock held by
it in trust for the Trust. The reporting person, on behalf of the Trust,
shares the power to dispose or to direct the disposition of the shares of
Common Stock owned by it with David T. Chase.
David T. Chase's principal occupation is Chairman of the Board of
Directors and President of 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) 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 II,
which is incorporated herein by reference. All such transactions were open
market purchases of Common Stock effected for the reporting person on
behalf of the Trust by David T. Chase. To the reporting person's
knowledge, no transactions in the Common Stock have occurred in the past 60
days involving the executive officers or directors 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, the shares of
Common Stock owned by the reporting person on behalf of the Trust. 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, on
behalf of the Trust, has granted to David T. Chase the power to enter
orders to purchase and sell securities for the brokerage account in which
it holds the 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, on behalf of the Trust.
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 Schedule 13D.
David T. Chase manages certain funds for the reporting person on
behalf of the Trust. In such capacity and pursuant to the Trading
Authorization, David T. Chase effected the purchase of the shares of Common
Stock owned by the reporting person on behalf of the Trust and may, in the
future, effect the sale of some or all of such shares or effect the
purchase of additional shares of Common Stock.
Except as described in this 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 UI, 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 or Rule 13d-5(b)(1) adopted
thereunder.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
(1) Form of Trading Authorization.
<PAGE>
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: September 26, 1997 Rothschild Trust Cayman Limited
By: /s/ D.N. Allison
Name: D.N. Allison
Title: Director
/s/ C.J. Dickinson
Name: C.J. Dickinson
Title: Director
<PAGE>
SCHEDULE I
DIRECTORS OF
ROTHSCHILD TRUST CAYMAN LIMITED
<TABLE>
<CAPTION>
AGGREGATE
TITLE AT NUMBER OF
ROTHSCHILD SHARES OF
PRINCIPAL TRUST COMMON
NAME BUSINESS ADDRESS OCCUPATION CAYMAN LTD. STOCK OWNED
<S> <C> <C> <C> <C>
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 Kalin 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
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
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE II
Transactions in The United Illuminating Company
Common Stock by Rothschild Trust Cayman Limited,
as trustee for The Darland Trust
DATE ACTION PRICE SHARES
<S> <C> <C> <C> <C>
5/6/97 Buy 26 1/4 9,000
5/7/97 Buy 26 3/8 9,000
5/7/97 Buy 26.239 6,000
5/8/97 Buy 26 3/8 2,000
5/13/97 Buy 26 3/8 10,666
5/14/97 Buy 26 1/2 6,567
5/15/97 Buy 26 1/2 1,667
5/19/97 Buy 27 3/4 5,100
5/22/97 Buy 27.976 5,000
5/23/97 Buy 28.000 10,000
6/20/97 Buy 29.829 10,000
7/1/97 Buy 30.729 600
7/7/97 Buy 32.098 9,400
7/16/97 Buy 33.986 1,750
7/16/97 Buy 33.700 4,750
7/17/97 Buy 33 15/16 5,000
7/18/97 Buy 33.935 3,500
7/24/97 Buy 33.489 10,500
7/25/97 Buy 33.737 3,500
7/28/97 Buy 34 1/8 16,000
8/1/97 Buy 34.435 4,300
8/4/97 Buy 35.025 11,400
8/5/97 Buy 34 15/16 200
8/6/97 Buy 34.992 100
TOTAL 146,000
</TABLE>
<PAGE>
EXHIBIT 1
GENERAL TRADING AUTHORIZATION FOR SECURITIES AND/OR OPTIONS ACCOUNTS
(AUTHORIZATION MAY NOT BE EXTENDED TO EMPLOYEES OF PAINEWEBBER)
ACCOUNT NAME Branch Account Number Broker
The Darland Trust | X | X | | X | X | X | X | X | | X | X |
THIS WILL CONFIRM THE AUTHORITY OF
David T. Chase
(Agent name)
96 High Ridge Road, West Hartford, CT 06117
(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) |X| To buy and sell on margin: (cash account only if not initialed)
(2) |X| To sell short: (box (1) must also be initialed)
(3) |X| To give you instructions as to the transfer of money and property
from my account to me, or to others
(4) |X| To do Options as follows: (THE TERM "OPTIONS" IS INCLUSIVE OF PUTS
AND CALLS)
| | COVERED | | BUY OPTIONS AND COVERED |X| 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/ Jane Betley DATE 30 October 1995
(Signature of Principal)
X ROTHSCHILD TRUST GUERNSEY LIMITED AS TRUSTEE AUTHORIZED SIGNATORIES
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
|X| Send to me and to agent. /s/ Jane Betley
(Signature of Principal)
ROTHSCHILD TRUST GUERNSEY LIMITED AS
TRUSTEE AUTHORIZED SIGNATORIES
ACCEPTANCE OF AGENCY
/s/ David T. Chase DATE 10/20/95
David T. Chase
(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
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
TO BE COMPLETED BY AUTHORIZED AGENT
<S> <C> <C> <C> <C>
Age
Mr. David T. Chase 65
Home Address Home Phone
96 High Ridge Road,
West Hartford, CT 06117 860-233-4446
Occupation Employer Employer's Business
Executive Chase Enterprises Financial
Business Address Business Phone
One Commercial Plaza,
Hartford, CT 06103 860-549-1674
Citizen Of Agent's Relationship,
If Any, To The Principal Agent's Account No.
With PW (if any)
USA XXXXXXX
Agent's Investment Experience:
(Years of Experience) Reason for Agency
Options: 10 years
Stock/Bonds: 10 years
Commodities: 10 years /s/ David T. Chase
Other (Specify)
David T. Chase -
Authorized Agent's
Signature
</TABLE>
