SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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)
September 18, 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 9 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 170,000 shares
BENEFICIALLY SHARED VOTING POWER
OWNDED BY EACH 8 0 shares
REPORTING SOLE DISPOSITIVE POWER
PERSON 9 0 shares
WITH 10 SHARED DISPOSITIVE POWER
170,000 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
170,000 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*
IN
*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:
Arnold L. Chase
(b) RESIDENCE OR BUSINESS ADDRESS:
Chase Enterprises
One Commercial Plaza
Hartford, CT 06103
(c) PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT:
Executive Vice President
D.T. Chase Enterprises, Inc.
One Commercial Plaza
Hartford, CT 06103
D.T. Chase Enterprises, Inc. ("DTCE") is a holding company for various
Chase family interests.
(d) During the past five years, the reporting person has not 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 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.
(f) CITIZENSHIP:
The reporting person is a citizen of the United States of
America.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The reporting person purchased an aggregate of 170,000 shares of
Common Stock in open market transactions from May 6, 1997 through September
25, 1997. 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 $5,311,231. 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 170,000 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 170,000 shares of Common Stock, representing approximately
1.2% 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).
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) 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, the reporting person's sister, (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 reporting person's mother, (iii) 146,000
shares of Common Stock, or 1.0% of the Common Stock outstanding as of June
30, 1997, owned by The Darland Trust, a trust of which Cheryl A. Chase and
her children are the beneficiaries, 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
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 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 has the sole power to vote or to direct the
vote of the 170,000 shares of Common Stock owned by him. The reporting
person shares the power to dispose or to direct the disposition of the
170,000 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, 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, 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 he holds the Common Stock.
The Trading Authorization also confers upon David T. Chase 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. Some of the transactions described herein were
effected by David T. Chase for the account of the reporting person pursuant
to the Trading Authorization.
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.
Except as described in this 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 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 my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated: September 26, 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>
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 3,000
5/13/97 Buy 26 3/8 9,666
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
7/18/97 Buy 33.935 8,500
7/24/97 Buy 33.489 10,500
7/25/97 Buy 33.737 3,500
7/28/97 Buy 34.000 2,500
7/28/97 Buy 34 1/8 16,000
7/29/97 Buy 34 1/8 100
8/1/97 Buy 34.435 4,300
8/1/97 Buy 34 1/2 2,400
8/4/97 Buy 35.025 11,400
8/5/97 Buy 34 15/16 200
8/6/97 Buy 34.992 100
8/18/97 Buy 34.902 4,000
8/19/97 Buy 35.000 2,500
9/18/97 Buy 36.968 7,500
9/25/97 Buy 36.479 5,000
TOTAL 170,000
</TABLE>
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
Arnold L.Chase | X | X | | X | X | X | X | X | | X | X |
THIS WILL CONFIRM THE AUTHORITY OF
David T. Chase
(Agent name)
CHASE ENTERPRISES ONE COMMERCIAL PLAZA HARTFORD CT 06103
(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/ Arnold L. Chase DATE 10/10/95
(Signature of Principal)
In the presence of: /S/ John P. Redding DATE 10/10/95
(Signature of Witness)
INSTRUCTIONS AS TO NOTICES
Please send all confirmation, statements, and other communications as checked
below:
| | Send to me only
| | Send to me and to agent. /s/ Arnold L. Chase
(Signature of Principal)
Arnold L. Chase
ACCEPTANCE OF AGENCY
/s/ David T. Chase DATE 10/10/95
(Signature of Agent Authorized to Act)
/s/ William V. Guerin DATE 10/10/95
(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.
Mrs.
Ms.
Home Phone
Occupation Employer Employer's Business
Business Phone
Citizen Of Agent's Relationship,
If Any, To The Principal Agent's Account No.
With PW (if any)
Agent's Investment Experience:
(Years of Experience) Reason for Agency
Options:
Stock/Bonds:
Commodities:
Other (Specify)
Authorized Agent's
Signature
</TABLE>
<PAGE>
