SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. __________){1}
First International Bancorp., Inc.
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(Name of Issuer)
Common Stock, par value $.10 per share
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(Title of Class of Securities)
320 54Q 100
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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)
May 19, 1999
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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(e), 13d-1(f) or 13d-1(g), check the following
box / /.
Note: Schedules filed in paper format shall include a signed original and five
copies of this schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on the following pages)
(Page 1 of 8 Pages)
**FOOTNOTES**
{1} The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover
page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that Section of the Act
but shall be subject to all other provisions of the Act (however, SEE the
NOTES).
<PAGE>
CUSIP No. 320 54Q 100 13D Page 2 of 8 Pages
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*
OO
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
7 SOLE VOTING POWER
NUMBER OF 112,522 shares
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0 shares
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 112,522 shares
10 SHARED DISPOSITIVE POWER
0 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
112,522 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)
1.4%
14 TYPE OF REPORTING PERSON*
OO
*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, par value $.10 per share (the
"Common Stock"), of First International Bancorp., Inc. (the "Company"), a
Delaware corporation whose principal executive offices are located at One
Commercial Plaza, Hartford, Connecticut 06103-3585.
Item 2. Identity and Background.
(a) Name:
Rothschild Trust Cayman Limited
(b) Residence or business address:
FBO: The Darland Trust
P.O. Box 472
St. Peter Port
Guernsey GY16AX
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
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
and directors of the reporting person have been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past five years, the reporting person has not been
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 have been 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. David Allison,
Jane Dickinson, Christopher P. Ward and Nicholas David Moss are citizens of
Guernsey. All other executive officers, authorized signatories and
directors of the reporting person are citizens of Switzerland or Grand Cayman.
Item 3. Source and Amount of Funds or Other Consideration.
The reporting person is not reporting any purchases.
Item 4. Purpose of Transaction.
The reporting person is holding all of the shares of Common Stock
beneficially owned by it for investment purposes. Based on the reporting
person's ongoing evaluation of the business, prospects and financial
condition of the Company, the market for and price of the Common Stock,
other opportunities available to the reporting person, offers for its
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.
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 the
Company, or the disposition of securities of the Company;
(b) Any extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Company or
any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Company, 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 the Company;
(f) Any other material change in the Company's business or corporate
structure;
(g) Changes in the Company's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Company by any person;
(h) Causing a class of securities of the Company 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 the Company 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 holds 112,522 shares of
Common Stock beneficially owned by it, representing approximately 1.4% of
the 8,159,687 shares of Common Stock reported to be outstanding as of March
31, 1999 (as reported in the Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1999), as trustee for The Darland Trust.
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 (i) 1,019,297 shares of Common Stock, or 12.5% of the
shares of Common Stock outstanding, owned as of May 21, 1999, by Arnold L.
Chase, brother of Cheryl A. Chase, (ii) 1,355 shares of Common Stock, or
less than 0.1% of the shares of Common Stock outstanding, owned as of May
21, 1999, jointly by Arnold L. Chase and Sandra M. Chase, the spouse of
Arnold L. Chase, (iii) 138,169 shares of Common Stock, or 1.7% of the
shares of Common Stock outstanding, owned as of May 21, 1999, by David T.
Chase, father of Cheryl A. Chase, (iv) 1,583,000 shares of Common Stock, or
19.4% of the shares of Common Stock outstanding, owned as of May 21, 1999,
by Rhoda L. Chase, the mother of Arnold L. Chase and Cheryl A. Chase and
the spouse of David T. Chase, (v) 55,227 shares of Common Stock, or 0.7% of
the shares of Common Stock outstanding, owned as of May 21, 1999, by Arnold
Chase Accumulation Trust I, a trust of which Arnold L. Chase and Stanley N.
Bergman are the trustees and Arnold L. Chase and the children of Arnold L.
Chase and Sandra M. Chase are the beneficiaries, (vi) 55,227 shares of
Common Stock, or 0.7% of the shares of Common Stock outstanding, owned as
of May 21, 1999, by Arnold Chase Accumulation Trust II, a trust of which
Arnold L. Chase and Stanley N. Bergman are the trustees and Arnold L. Chase
and the children of Arnold L. Chase and Sandra M. Chase are the
beneficiaries, (vii) 55,000 shares of Common Stock, or 0.7% of the shares
of Common Stock outstanding, owned as of May 21, 1999, by DTC Holdings
Corporation ("DTCHC"), a company which is owned and controlled by the Chase
family as described below, (viii) 885,891 shares of Common Stock, or 10.8%
of the shares of Common Stock outstanding, owned as of May 21, 1999, by
Cheryl A. Chase, (ix) 55,227 shares of Common Stock, or 0.7% of the shares
of Common Stock outstanding, owned as of May 21, 1999, by Cheryl A. Chase
Accumulation Trust I, a trust of which Cheryl A. Chase and Stanley N.
Bergman are the trustees and Cheryl A. Chase and her children are the
beneficiaries, (x) 55,227 shares of Common Stock, or 0.7% of the shares of
Common Stock outstanding, owned as of May 21, 1999, by Cheryl A. Chase
Accumulation Trust II, a trust of which Cheryl A. Chase and Stanley N.
Bergman are the trustees and Cheryl A. Chase and her children are the
beneficiaries, or (xi) 32,039 shares of Common Stock, or 0.4% of the Common
Stock outstanding, owned as of May 21,1999, by the Cheryl A. Chase Marital
Trust, a trust of which Cheryl A. Chase and Kenneth N. Musen are joint
trustees and Cheryl A. Chase and her children are the beneficiaries.
DTCHC, formerly known as American Ranger, Inc., 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 DTCHC 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%), Arnold Chase Accumulation Trust I (5.07%),
Arnold Chase Accumulation Trust II (7.54%), five trusts for the benefit of
Arnold L. Chase's children, of which Stanley N. Bergman and Arnold L. Chase
are co-trustees (7.55% in the aggregate), Cheryl A. Chase Accumulation Trust I
(4.79%), Cheryl A. Chase Accumulation Trust II (7.27%) and five trusts for the
benefit of Cheryl A. Chase's children, of which Stanley N. Bergman and Cheryl
A. Chase are co-trustees (7.55% in the aggregate). David T. Chase and Rhoda
L. Chase are husband and wife and are the parents of Arnold L. Chase and
Cheryl A. Chase.
The reporting person has not agreed to act together with any of the foregoing
persons or 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)
thereunder.
(b) The reporting person, as trustee of The Darland Trust, a trust of
which Cheryl A. Chase and her children are the beneficiaries, has the power
to vote, direct the vote of, dispose of and direct the disposition of
112,522 shares of Common Stock.
(c) All transactions in the Common Stock effected by or on behalf of the
reporting person in the past 60 days are described in Item 3 hereof.
(d) The reporting person, as trustee of The Darland Trust, a trust of
which Cheryl A. Chase and her children are the beneficiaries, has the power
to direct the receipt of dividends from and the proceeds of the sale of the
112,522 shares of Common Stock beneficially owned by the reporting person
on behalf of The Darland Trust.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
None.
<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.
The Darland Trust
Dated: June 17, 1999
Rothschild Trust Cayman Limited, Trustee
By: /s/ Christopher Ward
Name:
Title: Authorized Signatory
By: /s/ David Allison
Name:
Title: Authorized Signatory
<PAGE>
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF
ROTHSCHILD TRUST CAYMAN LIMITED
<TABLE>
<CAPTION>
Aggregate
Title at Number of
Rothschild Shares of
Trust Common
Name Business Address Principal Occupation Cayman Ltd. Stock Owned
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<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
Mr. Scott Elphinstone Second Floor, Trust Executive Director None
Anchorage Centre, PO
Box 30715 SMB,
Harbour Drive, George
Town, Grand Cayman,
Cayman Islands, BWI
Mr. William Messer Second Floor, Trust Executive Director None
Anchorage Centre, PO
Box 30715 SMB,
Harbour Drive, George
Town, Grand Cayman,
Cayman Islands, BWI
Mr. Ian Lambert Zollikerstrasse 181 Trust Executive Secretary None
8034 Zurich, Switzerland
</TABLE>
