SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
The United Illuminating Company
- -------------------------------------------------------------------------------
(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 3, 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 12 Pages)
<PAGE>
CUSIP No. 910637
1 NAME OF REPORTING PERSONS
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
American Ranger, Inc.
52-1488240
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 175,000 shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0 shares
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 175,000 shares
WITH 10 SHARED DISPOSITIVE POWER
0 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
175,000 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)
1.2%
14 TYPE OF REPORTING PERSON*
CO,HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
AMENDMENT NO. 1 TO STATEMENT ON SCHEDULE 13D
The reporting person hereby amends in part its 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 17,500 shares of Common
Stock in open market transactions from October 21, 1997 through December 5,
1997. All such transactions are set fourth on Schedule I hereto, which is
incorporated herein by reference. The aggregate consideration for all such
purchases (including commissions) was $711,292. The funds to purchase such
shares came from the reporting person's working capital.
Cheryl A. Chase, Executive Vice President, Secretary and director of 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. All
such transactions are set forth on Schedule II hereto, which is incorporated
herein by reference. The aggregate consideration for all such purchases
(including commissions) was $2,141,215. The purchases were made with the
personal funds of the purchaser. Arnold L. Chase, Executive Vice President
and director of 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. All such transactions are set forth on Schedule III hereto,
which is incorporated herein by reference. The aggregate consideration for
all such purchases (including commissions) was $2,141,215. The purchases were
made with the personal funds of the purchaser. David T. Chase, the Chairman
of the Board of Directors, President and Treasurer of the reporting person is
a beneficial owner of the shares purchased by Cheryl A. Chase and Arnold L.
Chase. In addition, he is a beneficial owner of 47,500 shares of Common Stock
purchased by Rhoda L. Chase in open market transactions from October 8, 1997
through December 1, 1997. All such transactions are set forth on Schedule IV
hereto, which is incorporated herein by reference. The aggregate
consideration (including commissions) for all such purchases was $1,859,875.
The purchases were made with the personal funds of the purchaser. Each of
Cheryl A. Chase, Arnold L. Chase and Rhoda L. Chase holds the shares of Common
Stock purchased by him or her in a brokerage account to which the Trading
Authorization described in Item 6 of the Initial Schedule 13D relates.
Item 4. PURPOSE OF TRANSACTION.
The reporting person is holding the 175,000 shares of Common Stock it
owns of record 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 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. David T. Chase, Cheryl A. Chase and Arnold L.
Chase are each holding the Common Stock owned by them for investment purposes.
Such persons reserve the same rights and may make the same evaluations as the
reporting person.
Other than the above, as of the date hereof, the reporting person, its
executive officers, directors and controlling persons 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 of record and
beneficially 175,000 shares of Common Stock, representing approximately 1.2%
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). As of the date hereof, D.T. Chase
Enterprises, Inc. ("DTCE"), the holder of all of the reporting person's
outstanding capital stock, is not the beneficial owner of any Common Stock.
Information with respect to the Common Stock owned by the executive officers,
directors and controlling persons of the reporting person and DTCE is set
forth on Schedule V hereto, which is incorporated herein by reference, and in
the following paragraph.
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) 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, (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 mother of Cheryl A.
Chase and Arnold L. Chase and the wife of David T. Chase, (iii) 225,000 shares
of Common Stock, or 1.6% of the Common Stock reported to be outstanding as of
September 30, 1997, owned by Arnold L. Chase, or (iv) 146,000 shares of Common
Stock, or 1.0% of the shares of Common Stock reported to be outstanding as of
September 30, 1997, owned by The Darland Trust (the "Trust"), a trust of which
Cheryl A. Chase and her children are the beneficiaries. David T. Chase may be
deemed to be a beneficial owner of all of the shares of Common Stock referred
to in the immediately preceding sentence.
(b) The reporting person has the sole power to vote or to direct the
vote of, and the sole power to dispose or to direct the disposition of, the
175,000 shares of Common Stock owned by it.
Cheryl A. Chase has the sole power to vote and to direct the vote of the
79,000 shares of Common Stock owned by her. Arnold L. Chase has the sole
power to vote and to direct the vote of the 225,000 shares of Common Stock
owned by him. Cheryl A. Chase and Arnold L. Chase each share the power to
dispose or to direct the disposition of their respective shares of Common
Stock with David T. Chase.
David T. Chase does not have the sole or shared power to vote or direct
the vote of any shares of Common Stock. David T. Chase shares the power to
dispose or to direct the disposition of the (i) 300,000 shares of Common Stock
owned by Rhoda L. Chase with Rhoda L. Chase, (ii) 79,000 shares of Common
Stock owned by Cheryl A. Chase with Cheryl A. Chase, (iii) 225,000 shares of
Common Stock owned by Arnold L. Chase with Arnold L. Chase and (iv) 146,000
shares of Common Stock owned by the Trust with the Trust.
Rhoda L. Chase's residence is at 96 High Ridge Road, West Hartford
Connecticut 06117. She is not employed. Rhoda L. Chase is a citizen of the
United States of America. The Trust is a trust for which Rothschild Trust
Cayman Limited serves as trustee and of which Cheryl A. Chase and her children
are the beneficiaries. The Trust's address is FBO: The Darland Trust, P.O.
Box 472, St. Peter's House, Le Bordage, St. Peter Port, Guernsey GYI6AX,
Channel Islands. The Trust is an entity of the Cayman Islands.
During the past five years, neither Rhoda L. Chase nor the Trust has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors). During the past five years, neither Rhoda L. Chase nor the
Trust 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.
(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 effected in
the open market. To the reporting person's knowledge, all transactions in the
Common Stock effected by or for the benefit of executive officers, directors
and controlling persons of the reporting person and DTCE in the past 60 days
are set forth on Schedules II-IV hereto, which are incorporated herein by
reference. All such transactions were effected in the open market.
(d) 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.
Each of David T. Chase and, with respect to the (i) 300,000 shares of
Common Stock owned by Rhoda L. Chase, Rhoda L. Chase, (ii) 79,000 shares of
Common Stock owned by Cheryl A. Chase, Cheryl A. Chase, (iii) 225,000 shares
of Common Stock owned by Arnold L. Chase, Arnold L. Chase and (iv) 146,000
shares of Common Stock owned by the Trust, the Trust, has the power to direct
the dividends from, and the proceeds from the sale of, the shares of Common
Stock owned by such 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 such persons.
(e) Not applicable.
<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: December 8, 1997 American Ranger, Inc.
By: /s/ Cheryl A. Chase
Name: Cheryl A. Chase
Title: Executive Vice President
<PAGE>
SCHEDULE I
Transactions in The United Illuminating Company
Common Stock by American Ranger, Inc.
<TABLE>
<CAPTION>
DATE ACTION PRICE SHARES
<S> <C> <C> <C>
10/21/97 Buy 38.995 2,000
12/03/97 Buy 40.689 5,500
12/04/97 Buy 40.914 6,400
12/05/97 Buy 40.771 3,600
TOTAL 17,500
</TABLE>
<PAGE>
SCHEDULE II
Transactions in The United Illuminating Company
Common Stock by Cheryl A. 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>
<PAGE>
SCHEDULE III
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>
<PAGE>
SCHEDULE IV
Transactions in The United Illuminating Company
Common Stock by Rhoda L. Chase
<TABLE>
<CAPTION>
DATE ACTION PRICE SHARES
<S> <C> <C> <C>
10/08/97 Buy 37.567 7,200
10/08/97 Buy 37.790 2,800
10/21/97 Buy 38.995 8,800
10/21/97 Buy 38.698 1,200
10/23/97 Buy 38.000 5,000
10/23/97 Buy 37.875 500
10/28/97 Buy 37.563 500
10/28/97 Buy 37.500 2,000
11/25/97 Buy 39.031 1,000
11/26/97 Buy 40.008 5,100
11/28/97 Buy 40.634 2,000
12/01/97 Buy 40.750 11,400
TOTAL 47,500
</TABLE>
<PAGE>
SCHEDULE V
Directors and Executive Officers of American Ranger, Inc. and D.T. Chase
Enterprises, Inc.
<TABLE>
<CAPTION>
Name Residence Principal Titles At Aggregate # Percentage
or Business Address Occupation American of Shares of of
or Employment and Ranger, Inc. Common Stock Common Stock
Title at D.T. Owned Owned
Chase
Enterprises, Inc.
<S> <C> <C> <C> <C> <C>
David T. Chase c/o Chase Chairman of the Chairman of the 750,000{1} 5.3%
Enterprises Board of Board of
One Commercial Directors Directors,
Plaza and President, President and
Hartford, CT 06103 D.T. Chase Treasurer
Enterprises, Inc.
Arnold L. Chase c/o Chase Executive Vice Director and 225,000 1.6%
Enterprises President and Executive Vice
One Commercial Director, President
Plaza D.T. Chase
Hartford, CT 06103 Enterprises, Inc.
Cheryl A. Chase c/o Chase Executive Vice Director, 79,000 0.6%
Enterprises President, Executive Vice
One Commercial General Counsel President and
Plaza and Director, Secretary
Hartford, CT 06103 D.T. Chase
Enterprises, Inc.
John P. Redding c/o Chase Senior Vice Vice President None 0.0%
Enterprises President, David
One Commercial T. Chase
Plaza Enterprises, Inc.
Hartford, CT 06103 and Vice
President, D.T.
Chase
Enterprises, Inc.
</TABLE>
**FOOTNOTES**
{1} Includes 300,000 shares owned by Rhoda L. Chase, 225,000 shares
owned by Arnold L. Chase, 79,000 shares owned by Cheryl A. Chase
and 146,000 shares owned by The Darland Trust as to which David T.
Chase shares dispositive power.
<PAGE>
