SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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 24, 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>
Page 2 of 9 Pages
CUSIP No. 901637
1 NAME OF REPORTING PERSONS
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Rhoda 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.
7 SOLE VOTING POWER
NUMBER OF 350,000 shares, of which 100,000 are temporarily on loan
SHARES to David T. Chase
BENEFICIALLY
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING 0 shares
PERSON
WITH 9 SOLE DISPOSITIVE POWER
100,000 shares, which are temporarily on loan to David T.
Chase
10 SHARED DISPOSITIVE POWER
250,000 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
350,000 shares, of which 100,000 are temporarily on loan to
David T. Chase
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5% (see Row 11, above)
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
AMENDMENT NO. 2 TO STATEMENT ON SCHEDULE 13D
The reporting person hereby amends in part her Statement on Schedule
13D dated September 26, 1997, as previously amended by Amendment No. 1
thereto dated December 8, 1997 (the "Prior 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.
On December 24, 1997, the reporting person loaned 100,000 shares
of Common Stock to David T. Chase pursuant to a loan agreement (the "Loan
Agreement") dated December 24, 1997, between the reporting person and David
T. Chase. The terms of the Loan Agreement are more fully described in Item
6 hereof.
The reporting person purchased an aggregate of 50,000 shares of
Common Stock in open market transactions from January 7, 1998 through
January 22, 1998. The reporting person holds such shares of Common Stock
in the brokerage account to which the Trading Authorization described in
the Prior Schedule 13D relates. All such transactions are set forth on
Schedule I hereto, which is incorporated herein by reference. The
aggregate consideration (including commissions) for all such purchases was
$2,164,439. 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 350,000 shares of Common
Stock she 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 her shares of
Common Stock, general economic conditions and other future developments,
the reporting person reserves the right to change her plans and intentions
at any time, as she deems appropriate. In particular, the reporting person
may decide to sell or seek the sale of all or part of her 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 beneficially owns
350,000 shares of Common Stock, representing approximately 2.5% 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), except to the extent that the
reporting person is deemed to have temporarily transferred beneficial
ownership of 100,000 shares of Common Stock to her husband, David T. Chase,
pursuant to the Loan Agreement.
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 she
is, for purposes of Section 13(d) or 13(g) of the Securities Exchange Act
of 1934, as amended (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 daughter of the reporting person, (ii) 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, the son of the reporting
person, (iii) 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, a trust of which Cheryl A. Chase and her children are
the beneficiaries, or (iv) 200,000 shares of Common Stock, or 1.4% 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
husband of the reporting person 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"), 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%), the reporting person (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 350,000 shares of Common Stock owned by her, except to the
extent that the reporting person has temporarily transferred to David T.
Chase the sole power to vote or to direct the vote of the 100,000 shares of
Common Stock on loan to David T. Chase during the term of the Loan
Agreement, as described in greater detail in Item 6 hereof. The reporting
person shares the power to dispose or to direct the disposition of 250,000
of the shares of Common Stock owned by her with David T. Chase. The
reporting person has the sole power to dispose or direct the disposition of
100,000 of the shares of Common Stock owned by her, except to the extent
that the reporting person has temporarily transferred to David T. Chase the
sole power to dispose or direct the disposition of such 100,000 shares of
Common Stock during the term of the Loan Agreement, as described in greater
detail in Item 6 hereof.
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 during the past 60 days, other than the transaction
described in Item 3 hereof, are set forth on Schedule I hereto, which is
incorporated herein by reference. All such transactions were open market
purchases of Common Stock.
(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, 250,000 of
the shares of Common Stock owned by the reporting person. As described in
greater detail in Item 6 hereof, David T. Chase may be deemed to have the
right, during the term of the Loan Agreement, to receive or to direct the
receipt of dividends from, or the proceeds from the sale of, 100,000 of the
shares of Common Stock loaned by the reporting person to David T. Chase.
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.
The reporting person has loaned David T. Chase 100,000 shares of
Common Stock (the "Borrowed Securities") pursuant to the Loan Agreement.
Under the terms of the Loan Agreement, David T. Chase has full use of the
Borrowed Securities, including the right to sell, pledge or otherwise
transfer or encumber the Borrowed Securities, until termination of the Loan
Agreement. In exchange for the reporting person's lending the Borrowed
Securities to David T. Chase, David T. Chase is to pay the reporting person
quarterly a service fee of six percent (6%) per annum of the average
monthly market value of the Borrowed Securities prorated over the number of
days the Loan Agreement is in effect. In addition, David T. Chase is to
pay to the reporting person any cash dividends or distributions declared on
the Borrowed Securities during the term of the Loan Agreement. Upon the
termination of the Loan Agreement, David T. Chase is to deliver to the
reporting person securities that are identical in kind and amount to the
Borrowed Securities loaned under the Loan Agreement and including all
dividends and distributions in the form of stocks, rights, warrants or
other securities which UI makes during the term of the Loan Agreement. The
Loan Agreement is to terminate December 31, 2001 unless terminated sooner
by one of the parties pursuant to the terms of the Loan Agreement.
The foregoing description of the Loan Agreement is subject to, and is
qualified in its entirety by reference to, the Loan Agreement, which is
filed as an exhibit to this Statement on Schedule 13D.
Except as described in this Statement on 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 and Rule 13d-5(b)(1) adopted thereunder.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
(1) Loan Agreement
<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: February 10, 1998
/s/ Rhoda L. Chase
Rhoda L. Chase
<PAGE>
SCHEDULE I
Transactions in The United Illuminating Company
Common Stock by Rhoda L. Chase
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Date Action Price Shares
01/07/98 Buy 43.543 9,500.00
01/08/98 Buy 43.000 1,000.00
01/09/98 Buy 43.392 14,500.00
01/12/98 Buy 42.669 6,000.00
01/15/98 Buy 42.982 6,000.00
01/16/98 Buy 43.813 500.00
01/20/98 Buy 43.232 3,500.00
01/21/98 Buy 43.228 7,000.00
01/22/98 Buy 43.188 2,000.00
TOTAL 50,000.00
</TABLE>
EXHIBIT 1
RHODA L. CHASE
c/o Chase Enterprises
One Commercial Plaza
Hartford, CT 06103
December 24, 1997
David T. Chase
c/o Chase Enterprises
One Commercial Plaza
Hartford, CT 06103
Re: LOAN OF COMMON STOCK OF THE UNITED ILLUMINATING COMPANY
This letter will set forth and confirm the agreement entered into
between David T. Chase ("Borrower") and Rhoda L. Chase ("Lender") regarding
shares of common stock of The United Illuminating Company (the "Company").
1. Lender hereby confirms that it has loaned to Borrower 100,000
shares of the common stock, no par value, of the Company ("Borrowed
Securities").
2. Until this Agreement is terminated, Borrower shall have the full
use of the Borrowed Securities including the right to sell, pledge or
otherwise transfer or encumber such securities to others.
3. Upon the termination of this Agreement, Borrower shall deliver to
Lender securities identical in kind and amount to the Borrowed Securities
and including all dividends and distributions in the form of stock, rights,
warrants or other securities which the Company has made during the term of
this Agreement with respect to the Borrowed Securities. During the term of
this Agreement and from time to time, but in no event later than ten (10)
days after the date of any distributions, Borrower shall pay over to Lender
in cash the amount of any cash dividends or distributions made by the
Company respecting the Borrowed Securities. In the event of a
recapitalization, stock split or other exchange by the Company with respect
to the Borrowed Securities, the exchanged or newly issued shares shall be
deemed identical in kind to the Borrowed Securities.
4. Borrower agrees to pay Lender a service fee for the use of the
Borrowed Securities. The service fee shall be six percent (6%) per annum
of the average monthly market value of the Borrowed Securities pro rated
over the number of days this Agreement is in effect. Such fee shall be due
and payable Borrowed Securities pro rated over the number of days this
Agreement is in effect. Such feel shall be due and payable quarterly on
the last day of each March, June, September and December for which this
Agreement is in effect.
5. Upon demand, Borrower will secure its obligations under this
agreement by delivering to Lender marketable securities or other property
having a market value of at least one hundred and five percent (105%) of
the market value of the Borrowed Securities. Such transfer of property as
security shall be accompanied by such instruments and documents as shall be
adequate to provide Lender with a good and valid security interest therein.
The said security interest shall give Borrower the right to substitute
collateral. Except in the event of a default by Borrower, Lender shall not
have any right to sell or otherwise dispose of the collateral.
6. Lender and Borrower agree that the loan of the Borrowed
Securities shall not reduce Lender's risk of loss or opportunity for gain
respecting the Borrowed Securities.
7. Borrower and Lender agree that they shall maintain their
respective books and records with respect to the Borrowed Securities to
reflect the transfer of said securities under this Agreement; to record any
obligation that may arise with respect to any dividends or distributions
respecting the Borrowed Securities which may be made by the Company; to
record the transfer of any property or cash in satisfaction of any dividend
or distribution obligation; and to record the transfer of stock in whole or
partial satisfaction of the obligation respecting return of the Borrowed
Securities. Borrower and Lender further agree that they will, upon
reasonable request, confirm to the other or any auditors of the other their
respective obligations with respect to the Borrowed Securities. The
obligation hereunder regarding the records of the parties shall also apply
with respect to any collateral which may be transferred to secure
Borrower's obligation.
8. Unless otherwise sooner terminated as herein provided, this
Agreement shall terminate on December 31, 2001. Borrower reserves the
right to terminate this Agreement by return of the Borrowed Securities upon
two (2) days' notice to Lender. Such right of termination shall be
exercisable in whole or in part. Lender reserves the right to terminate
this Agreement on written notice to Borrower of five (5) business days at
which time Borrower shall fulfill its obligations to Lender as provided in
paragraph 3 hereof.
9. This Agreement shall be binding upon the respective successors
and assigns of Lender and Borrower.
Please confirm that the foregoing sets forth our understanding
regarding the Borrowed Securities by signature below.
Very truly yours,
/s/ Rhoda L. Chase
Rhoda L. Chase
THE FOREGOING IS HEREBY
CONFIRMED AND AGREED TO:
/S/ DAVID T. CHASE
David T. Chase
