UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _5_)*
ACCEL International Corporation
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(Name of Issuer)
Common Stock, par value $0.10 per share
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(Title of Class of Securities)
004299 10 3
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(CUSIP Number)
William H. Cuddy, Esq. (860) 275-0100
Day, Berry & Howard
CityPlace I, Hartford, Connecticut 06103-3499
- ------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 17, December 15, and December 28, 1995
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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 / /.
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).
Continued on the following pages.
Page 1 of 13 Pages
<PAGE>
SCHEDULE 13D
CUSIP NO. __ 004299 10 3 __ Page 2 of 13 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Chase Insurance Holdings Corporation
52-1521248___________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ /
(b)/X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A ______________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware __________________________________________________________
7 SOLE VOTING POWER
1,351,454 shares (see Row 11 below)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0 shares (see Row 11 below)
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,351,454 shares (see Row 11 below)
PERSON
WITH 10 SHARE DISPOSITIVE POWER
0 shares (see Row 11 below)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,351,454 shares (of which 812,842 shares have been loaned to American
Ranger, Inc. as described herein in Item 6) except to the extent that
the reporting person shares voting or dispositive power with respect
to such shares by reason of the affiliations described herein.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(11) EXCLUDES CERTAIN SHARES*
/X/
______________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11)
30.4% (see Row 11 above)____________________________________
14 TYPE OF REPORTING PERSON*
CO _______________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. __ 004299 10 3 __ Page 3 of 13 Pages
AMENDMENT NO.5 TO STATEMENT ON SCHEDULE 13D
Chase Insurance Holdings Corporation hereby amends and restates, as
required by Regulation 13d-2(c), its statement on Schedule 13D dated February
15, 1991 (the "Schedule 13D"), as amended by Amendment No. 1 thereto, dated
December 1, 1992, and Amendment No. 2 thereto, dated February 26, 1993, and
Amendment No. 3 thereto, dated December 29, 1993, and Amendment No. 4 thereto,
dated February 3, 1995, with respect to the common stock, par value $0.10 per
share (the "Common Stock"), of ACCEL International Corporation ("ACCEL"). The
reporting person is filing this Amendment No. 5 because the percentage of
its beneficial ownership of the Common Stock of ACCEL has changed as a result
of its disposition of 382,000 shares of Common Stock, as detailed below in Item
5.
Item 1. Security and Issuer.
The class of equity securities to which this Statement relates is the
common stock, par value $0.10 per share (the "Common Stock") of ACCEL
International Corporation ("ACCEL"), a Delaware corporation, whose principal
executive offices are located at 475 Metro Place, North Dublin, Ohio 13017.
Item 2. Identity and Background.
(a) - (c) Name: Chase Insurance Holdings Corporation (the "reporting
person")
Residence or Business Address:
One Commercial Plaza
Hartford, Connecticut 06103
Present Principal Occupation or Employment:
The reporting person is a wholly-owned subsidiary of American Ranger,
Inc. ("ARI"). The common stock of ARI is 100% owned by D.T. Chase Enterprises,
Inc. ("DTCE"), a holding company which invests in marketable and other
securities. The reporting person invests in marketable and other securities.
DTCE and ARI are described further in Item 6 below.
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
Exhibit A filed herewith.
<PAGE>
CUSIP NO. __ 004299 10 3 __ Page 4 of 13 Pages
(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 or
directors of the reporting person has 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 administrative body of competent
jurisdiction nor has it, as a result of any such proceeding, 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 has
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction, nor has any of them, as a result of any such
proceeding, 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 Delaware corporation.
Each of the executive officers and directors of the reporting person is a
citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
On December 29, 1993, in accordance with a Share Purchase Agreement
dated December 23, 1993 among the reporting person, ARI and Fairfax Financial
Holdings Limited ("Fairfax"), providing for the sale by the reporting person to
Fairfax of all of the capital stock of Ranger Insurance Company ("Ranger"), the
reporting person purchased 1,823,454 shares of Common Stock from Ranger.
(Ranger had previously reported its ownership of these shares on a Statement on
Schedule 13D, and the reporting person and ARI had also previously reported
their relationship to Ranger and these shares on Statements on Schedule 13D.
On March 17, 1993, DTCE acquired all of the issued and outstanding capital
stock of ARI.) Ranger sold the 1,823,454 shares of Common Stock to the
reporting person in partial consideration of a non-interest bearing demand
promissory note in the principal amount of $72,443,515, payable on the earlier
of the Closing Date of the sale of Ranger's capital stock to Fairfax and
January 31, 1994. In order to secure this note, the reporting person
collaterally assigned and transferred and granted to Ranger a security interest
in the 1,823,454 shares of Common Stock along with other investments. On
January 6, 1994, the reporting person sold the capital stock of Ranger to an
affiliate of Fairfax, and the promissory note was paid and the collateral
assignment and security agreement ceased to be effective. (As of that date the
Stock Purchase Agreement and Ranger's agreement on voting a portion of the
1,823,454 shares of Common Stock referred to in previous statements on Schedule
13D were also terminated.) On January 1, 1994, Ranger sold $606,000 principal
<PAGE>
CUSIP NO. __ 004299 10 3 __ Page 5 of 13 Pages
amount of Redeemable Subordinated Notes due July 31, 2000 of ACCEL to the
reporting person pursuant to a Note Purchase and Security Agreement in
consideration of a promissory note of the reporting person in the principal
amount of $606,000, which the reporting person secured by granting Ranger a
security interest in 150,000 shares of Common Stock. On December 29, 1995, the
reporting person repaid the $606,000 note to Ranger in full and the pledged
shares were returned.
Item 4. Purpose of Transaction.
The reporting person is holding the 1,351,454 shares of Common Stock it
owns of record for purposes of investment. Based on its going evaluation of
the business, prospects and financial condition of ACCEL, the market for and
price of the Common Stock, other opportunities available to it, offers for its
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 its 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.
Other than the above, as of the date hereof, the reporting person has
no plans or proposals that relate to or would result in any of the following:
(a) The acquisition by any person of additional securities
of ACCEL, or the disposition of securities of ACCEL;
(b) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving ACCEL or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of
ACCEL or of any of its subsidiaries;
(d) Any change in the present board of directors or
management of ACCEL, 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 ACCEL;
(f) Any other material change in ACCEL's business or
corporate structure;
<PAGE>
CUSIP NO. __ 004299 10 3 __ Page 6 of 13 Pages
(g) Changes in ACCEL's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition
of control of ACCEL by any person;
(h) Causing a class of securities of ACCEL 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 ACCEL 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)(i) As of the date hereof, the reporting person owns of record and
beneficially 1,351,454 shares of Common Stock, or 30.4% of the 4,446,432 shares
of Common Stock outstanding as of October 31, 1995, except to the extent that
the reporting person may be deemed to have temporarily transferred beneficial
ownership of 812,842 shares of Common Stock to ARI as described herein in Item
6.
(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 it is, for the purposes of Section 13(d) or
Section 13(g) of the Exchange Act, the beneficial owner of any of the (i) 2,140
shares of Common Stock, or less than 0.1% of the shares of Common Stock
outstanding as of October 31, 1995, owned by Sandra M. Chase, the spouse of
Arnold L. Chase or (ii) 382,000 shares of Common Stock, or 8.6% of the shares
of Common Stock outstanding as of October 31, 1995 owned by Rhoda Chase, the
spouse of David T. Chase.
(b) The reporting person has sole power to vote, direct the voting
of, dispose of, or direct the disposition of, the 1,351,454 shares of Common
Stock owned by it, except to the extent that the reporting person shares voting
or dispositive power with respect to such shares with DTCE and ARI by reason of
the affiliations described herein and except to the extent that the reporting
person may be deemed to have temporarily transferred sole voting and
dispositive powers with respect to 812,842 shares to ARI as described herein in
Item 6.
(c) Besides the following transaction, no transactions occurred
during the past sixty days:
<PAGE>
CUSIP NO. __ 004299 10 3 __ Page 7 of 13 Pages
<TABLE>
<CAPTION>
Price Number Where and How
Character of Per of Transaction Was
Date Transaction Share Shares Effected
<S> <C> <C> <C> <C>
4/17/95 Disposition by the $2.00 210,000 Private Sale
reporting Person
12/15/95 Disposition by the $2.50 125,000 Private Sale
reporting Person
12/28/95 Disposition by the $2.375 47,000 Private Sale
reporting person
</TABLE>
(d) As described in greater detail in Item 6, ARI may be deemed to
have the right during the term of the Letter Agreement (as defined herein) to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the 812,842 shares of Common Stock loaned by the reporting
person to ARI.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
David T. Chase, his daughter, Cheryl Chase Freedman, and his son,
Arnold L. Chase, are the directors and executive officers of the reporting
person, the directors and three of the executive officers of DTCE and the
directors and executive officers of ARI. 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 Chase Freedman (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 Chase Freedman's children and two trusts for the benefit of Cheryl Chase
Freedman, her spouse and/or her children of which Stanley N. Bergman and Cheryl
Chase Freedman are co-trustees (19.61% in the aggregate).
On January 6, 1994, the reporting person pledged 1,673,454 shares of
Common Stock to Delaware National Investments Limited Partnership ("Delaware
National"), an affiliate of the reporting person, to secure revolving loans.
Delaware National released the 1,673,454 shares of Common Stock pledged to it
on June 30, 1994, at which time the reporting person loaned 812,842 shares of
Common Stock (the "Borrowed Securities") to ARI pursuant to a letter agreement
<PAGE>
CUSIP NO. __ 004299 10 3 __ Page 8 of 13 Pages
(the "Letter Agreement") dated June 30, 1994, between the reporting person
and ARI. Under the terms of the Letter Agreement, ARI 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 Letter Agreement.
In exchange for the reporting person's lending the Borrowed Securities to ARI,
ARI is to pay the reporting person quarterly a service fee equal to six percent
(6%) per annum of the average monthly market value of the Borrowed Securities
pro rated over the number of days the Letter Agreement is in effect. In
addition, ARI is to pay to the reporting person any cash dividends or
distributions declared on the Common Stock during the term of the Letter
Agreement. Upon the termination of the Letter Agreement, ARI is to deliver to
the reporting person securities that are 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 ACCEL makes during the
term of the Letter Agreement. The Letter Agreement is to terminate January 15,
1997 unless terminated sooner by one of the parties pursuant to the terms of
the Letter Agreement.
Other than the foregoing and the pledges and Note Purchase and Security
Agreement referred to in Item 3, the reporting person knows of no contracts,
arrangements, understandings or relationships (legal or otherwise) between any
of the persons named in Item 2 and any other person with respect to any
securities of ACCEL 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 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 or Rule 13d-5(b)(1)
adopted thereunder.
Item 7. Material to be Filed as Exhibits.
A. Identity and Background of Executive
Officers and Directors............................Page 10
B. Stock Loan Agreement Dated June 30, 1994..........Page 11
C. Stock Purchase Agreement
Dated December 29, 1993...........................Previously Filed
<PAGE>
CUSIP NO. __ 004299 10 3 __ Page 9 of 13 Pages
D. Non-Interest Bearing Promissory Note
Dated December 29, 1993.........................Previously Filed
E. Collateral Assignment and Security Agreement
Dated as of December 30, 1993...................Previously Filed
F. Note Purchase and Security Agreement
Dated January 1, 1994...........................Previously Filed
G. Promissory Note Dated January 1, 1994...........Previously Filed
H. Revolving Loan Note (Secured)
Dated as of January 6, 1994.....................Previously Filed
I. Loan and Security Agreement
Dated as of January 6, 1994.....................Previously Filed
<PAGE>
CUSIP NO. __ 004299 10 3 __ Page 10 of 13 Pages
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the reporting person certifies that the information set forth in this statement
is true, complete and correct.
Date: January 5, 1996 Chase Insurance Holdings Corporation
By /s/Cheryl Chase Freedman
Name: Cheryl Chase Freedman
Title: Executive Vice President
<PAGE>
CUSIP NO. __ 004299 10 3 __ Page 11 of 13 Pages
<TABLE>
<CAPTION>
EXHIBIT A
IDENTITY AND BACKGROUND OF DIRECTORS AND EXECUTIVE OFFICERS
OF
CHASE INSURANCE HOLDINGS CORPORATION
Aggregate # Percentage
Titles At of Shares of of Common
Residence or Principal Occupation Chase Insurance Common Stock
Name Business Address or Employment Holdings Corporation Stock Owned Owned
<S> <C> <C> <C> <C> <C>
David c/o Chase Chairman of the Chairman of the 382,000* 8.6%*
T. Enterprises Board of Board of
Chase One Commercial Directors and Directors,
Plaza President, President and
Hartford, CT Chase Treasurer
06103 Enterprises
Arnold c/o Chase Executive Vice Director, None 0
L. Enterprises President, Executive
Chase One Commercial Chase Vice President
Plaza Enterprises
Hartford, CT
06103
Cheryl c/o Chase Executive Vice Director, None 0
Chase Enterprises President, Executive Vice
Freedman One Commercial Chase President and
Plaza Enterprises Secretary
Hartford, CT
06103
</TABLE>
* Shares held by spouse with respect to which David T. Chase disclaims
beneficial ownership.
<PAGE>
CUSIP NO. __ 004299 10 3 __ Page 12 of 13 Pages
EXHIBIT B
CHASE INSURANCE HOLDINGS CORPORATION
C/O CHASE ENTERPRISES, ONE COMMERCIAL PLAZA
HARTFORD, CT 06103
June 30, 1994
American Ranger, Inc.
C/O Chase Enterprises
One Commercial Plaza
Hartford, CT 06103
Re: Loan of Common Stock of ACCEL International Corporation
This letter will set forth and confirm the agreement entered into
between American Ranger, Inc. ("Borrower") and Chase Insurance Holdings
Corporation ("Lender") regarding shares of common stock of ACCEL International
Corporation (the "Company").
1. Lender hereby confirms that it has loaned to Borrower 812,842
shares of the common stock, par value $.10 per share, 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 quarterly on the fifteenth (15th) day of each July, October, January
and April for which this Agreement is in effect.
5. Upon demand, Borrower will secure its obligations under this
agreement by delivering the Lender marketable securities, or other property
<PAGE>
CUSIP NO. __ 004299 10 3 __ Page 13 of 13 Pages
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 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 January 15, 1997. 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,
Chase Insurance Holdings Corporation
/s/ Cheryl Chase Freedman
Cheryl Chase Freedman
Executive Vice President
THE FOREGOING IS HEREBY
CONFIRMED AND AGREED TO:
BY: American Ranger, Inc.
Cheryl Chase Freedman
Executive Vice President
