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 10 Pages)
<PAGE>
CUSIP No. 910637
1 NAME OF REPORTING PERSONS
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
David T. Chase
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
U.S.
NUMBER OF 7 SOLE VOTING POWER
SHARES 0 shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0 shares
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0 shares
WITH 10 SHARED DISPOSITIVE POWER
750,000 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
750,000 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)
5.3%
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.
Each of the shares of Common Stock beneficially owned by the
reporting person are owned beneficially and in the name of one of (i)
Rhoda L. Chase, the reporting person's wife, (ii) Cheryl A. Chase, the
reporting person's daughter, (iii) Arnold L. Chase, the reporting person's
son, and (iv) The Darland Trust (the "Trust"), a trust whose beneficiaries
are Cheryl A. Chase and her children. Such beneficial owners are
collectively referred to herein as the "Owners". The reporting person's
beneficial ownership of these shares of Common Stock arises solely from the
fact that he shares the power to dispose or direct the disposition of such
shares of Common Stock with the Owner of such shares, as described under
Item 5 hereto and Item 6 of the Initial Schedule 13D. The reporting
person's beneficial ownership of Common Stock increased as a result of
purchases of Common Stock by certain of the Owners, as described below.
Each of the shares of Common Stock so purchased is held in a brokerage
account to which a Trading Authorization described in Item 6 of the Initial
Schedule 13D relates.
Rhoda L. Chase purchased an aggregate of 47,500 shares of Common
Stock in open market transactions from October 8, 1997 through December 1,
1997. Some of these transactions were effected by the reporting person for
the account of the Owner. 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
$1,859,875. The funds to purchase such shares of Common Stock were
personal funds of Rhoda L. Chase.
Cheryl A. Chase purchased an aggregate of 55,000 shares of Common
Stock in open market transactions from October 8, 1997 through December 3,
1997. Some of these transactions were effected by the reporting person for
the account of the Owner. All such transactions are set forth on Schedule
II 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 Cheryl A. Chase.
Arnold L. Chase purchased an aggregate of 55,000 shares of Common
Stock in open market transactions from October 8, 1997 through December 3,
1997. Some of these transactions were effected by the reporting person for
the account of the Owner. All such transactions are set forth on Schedule
III 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 Arnold L. Chase.
Item 4. PURPOSE OF TRANSACTION.
The Owners are holding the 750,000 shares of Common Stock they
own for investment purposes. Based on their ongoing evaluation of the
business, prospects and financial condition of UI, the market for and price
of the Common Stock, other opportunities available to them, offers for
their shares of Common Stock, general economic conditions and other future
developments, the Owners reserve the right to change their plans and
intentions at any time, as they deem appropriate. In particular, the
Owners may decide to sell or seek the sale of all or part of their 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. They 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. The reporting person reserves
the same rights and may make the same evaluations as the Owners.
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 beneficially owns
750,000 shares of Common Stock, representing approximately 5.3% 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 the 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. 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 does not have the sole or shared power to
vote or direct the vote of any shares of Common Stock. The reporting
person 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. Cheryl A. Chase is Vice President
and General Counsel of DTCE. Arnold L. Chase is Executive Vice President
of DTCE. Cheryl A. Chase and Arnold L. Chase's business address and the
principal business address of DTCE is: D.T. Chase Enterprises, Inc., One
Commercial Plaza, Hartford, Connecticut 06103. Rhoda L. Chase, Cheryl A.
Chase and Arnold L. Chase are citizens 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, none of the Owners has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
During the past five years, none of the Owners 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 the reporting
person and the Owners in the past 60 days are set forth on Schedules I-III
hereto, which are incorporated herein by reference. All such transactions
were open market purchases of Common Stock.
(d) Each of the reporting person 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,
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 8, 1997
/s/ David T. Chase
David T. Chase
<PAGE>
SCHEDULE I
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 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>
