UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
ACCEL International Corporation
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.10 per share
- -------------------------------------------------------------------------------
(Title of Class of Securities)
004299 10 3
- -------------------------------------------------------------------------------
(CUSIP Number)
William H. Cuddy, Esq.
Day, Berry & Howard
CityPlace I, Hartford, Connecticut 06103-3499
(860) 275-0100
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 5, 1996 and September 20, 1996
------------------------------------------------------------------
(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 / /.
Check the following box if a fee is being paid with the statement / /. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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.
*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
disclosures provided in a prior cover page.
The information required on 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 ("Act") 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).
CUSIP No. 004299 10 3
Continued on the following pages.
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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, 00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
1,619,250 shares (See Row 11 below)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0- shares
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,619,250 shares (See Row 11 below)
PERSON
WITH 10 SHARED DISPOSITIVE POWER
-0- shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,619,250 shares of which 335,000 shares are temporarily on loan to
Insurance Holdings Limited Partnership.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.0% or 15.1% (See Row 11 above)
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 her Statement on Schedule 13D dated
December 15 and December 28, 1995 (the "Schedule 13D") with respect to the
common stock, par value $0.10 per share (the "Common Stock"), of ACCEL
International Corporation ("ACCEL"). This amendment amends only the portions
of the information previously reported that have changed since the prior
filing.
Item 3. Source and Amount of Funds or Other Consideration.
The terms of a rights offering by ACCEL ("Rights Offering") granted
holders of Common Stock rights to purchase 1.5 shares of Common Stock for each
share of Common Stock held at a price of $2.25 per share. (ACCEL has filed a
Registration Statement on Form S-2 with the Commission with respect to the
Rights Offering.) In August 1996, American Ranger, Inc. ("ARI") tendered
$1,137,500 principal amount of ACCEL*s 10.125% Redeemable Subordinated
Promissory Notes ("Notes") and its wholly owned subsidiary Chase Insurance
Holding Corporation ("CIHC") tendered $4,481,546 in Notes for cancellation and
$147,600 from its cash balances in consideration for the acquisition of a total
of 2,600,180 shares of Common Stock under the Rights Offering.
The Notes and cash were provided in conjunction with the exercise of
1,733,454 rights held by the reporting person, ARI and CIHC. The rights
exercised were held as follows: 382,000 by the reporting person, 812,842 by ARI
and 538,612 by CIHC. Of the 382,000 shares of Common Stock creating the rights
exercised by the reporting person, 335,000 shares were and remain subject to a
temporary stock loan agreement with Insurance Holdings Limited Partnership
("Insurance Holdings") which the reporting person instructed to exercise these
rights for her. The 812,842 shares of Common Stock creating the rights
exercised by ARI had been loaned to it by CIHC under a temporary stock loan
agreement. Simultaneously with the exercise of rights by the holders and the
corresponding transfer of Notes and cash, the reporting person transferred
$1,289,250 in cash from her private funds to CIHC in exchange for an equal
amount in Notes tendered to ACCEL. This cash payment reimbursed CIHC for the
purchase price of the new shares acquired by the reporting person.
As a result of this transaction, a total of 2,600,180 shares of Common
Stock were acquired on September 5, 1996: 573,000 by the reporting person and
2,027,180 by CIHC (the new shares were not subject to the temporary stock loan
agreements between the reporting person and Insurance Holdings and between ARI
and CIHC). As a result, the shares of Common Stock owned by the parties to
this transaction were as follows:
<PAGE>
<TABLE>
<CAPTION>
| | No. of Shares of |No. of Shares of Common | |
| | Newly | Stock | |
| | Subscribed | Previously Held | |
|Owner | Common Stock | | Total |
<S> <C> <C> <C>
|Reporting Person | 573,000 | 47,000 | 620,000 |
|Insurance Holdings | 0 | 335,000 | 335,000** |
|ARI | 0 | 812,842 | 812,842* |
|CIHC | 2,027,180 | 538,612 | 2,565,792 |
</TABLE>
* CIHC maintained an ownership interest in these shares under the
temporary stock loan agreement with ARI.
** The reporting person maintained and continues to maintain an ownership
interest in these shares under the temporary stock loan agreement with
Insurance Holdings.
On September 20, 1996 CIHC dividended the total 3,378,634 shares of
Common Stock in which it had an interest to ARI. On the same day, ARI
transferred a total of 2,686,597 shares of Common Stock to the reporting
person, Arnold L. Chase and The Darland Trust under an agreement in order to
satisfy loans granted to ARI by these entities. The exchange of Common
Stock for loan repayment was made at $2.25 per share. The number of shares of
Common Stock transferred to each entity and the amount of loan satisfied was as
follows:
<TABLE>
<CAPTION>
| | | No. of Shares |
| | Amount of | of Common |
| Entity | Loan Satisfied |Stock Transferred |
<S> <C> <C>
|Reporting Person | $1,494,562.50 | 664,250 |
|Arnold L. Chase | $2,281,369.50 | 1,013,942 |
|The Darland | $2,268,911.25 | 1,008,405 |
|Trust | | |
</TABLE>
Item 4. Purpose of Transaction.
The reporting person is holding the 1,619,250 shares of Common Stock
she owns of record for purposes of investment. Based on the reporting person*s
ongoing evaluation of the business, prospects and financial condition of ACCEL,
the market for and price of the Common Stock, other opportunities available to
her, offers for her shares of Common Stock, general economic conditions and
other future developments, 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 either in the
open market, in private transactions, or by any other permissible means.
(a) The reporting person intends to acquire an additional 2,000
shares of Common Stock in a private sale.
Item 5. Interest in Securities of the Issuer.
(a) (i) As of the date hereof, the reporting person may
be deemed to own beneficially 1,619,250 shares of Common Stock,
or 19.0% of the 8,532,720 shares of Common Stock outstanding as
of September 5, 1996.
(ii) 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 the purposes of Section 13(d) or Section 13(g) of the
Exchange Act, the beneficial owner of any of the (1) 5,350
shares of Common Stock or less than 0.1% of the shares of Common
Stock outstanding as of September 5, 1996 owned by Sandra M.
Chase, the spouse of Arnold L. Chase, (2) 1,013,942 shares of
Common Stock or 11.9% of the shares of Common Stock outstanding
as of September5, 1996 owned by Arnold L. Chase, son of David
T. Chase and the reporting person, or (3)1,008,405 shares of
Common Stock or 11.8% of the Shares of Common Stock outstanding
as of September 5, 1996 owned by The Darland Trust for which
Rothschild Trust Cayman Limited serves as trustee and in which
Cheryl Chase Freedman, daughter of David T. Chase and the
reporting person, is a beneficiary.
(c) No transactions involving the reporting person have
occurred during the past sixty days except as described in Item 3
above.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of her knowledge and belief,
the reporting person certifies that the information set forth in this statement
is true, complete and correct.
Date: October 2, 1996
By: /s/ Rhoda L. Chase
Name: Rhoda L. Chase
<PAGE>
