UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
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, CT
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 15, 1995 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 [ X ]. (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 the 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 and
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section or 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 11 Pages
<PAGE>
CUSIP NO. __ 004299 10 3 __ Page 2 of 11 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rhoda 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 ITEMS 2(d) OR 2(e)
[ ]
6. CITIZENSHIP OR PLACE OR ORGANIZATION
United States of America
7. SOLE VOTING POWER
NUMBER OF 382,000 shares*
SHARES 8. SHARED VOTING POWER
BENEFICIALLY -0- shares
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH 382,000 shares*
REPORTING PERSON 10. SHARED DISPOSITIVE POWER
WITH -0- shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
382,000 shares*
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
*8.6% or 1.1%, to the extent the reporting person may be deemed to have
temporarily transferred dispositive power and voting power over 335,000
shares as described herein in Item 6.
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. __ 004299 10 3 __ Page 3 of 11 Pages
STATEMENT ON SCHEDULE 13D
Item 1. Security and Issuer
The class of equity securities to which this Statement on Schedule 13D
relates is the common stock, par value $0.10 per share (the "Common Stock"), of
ACCEL 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) Name:
Rhoda Chase (the "reporting person")
(b) Residence or Business Address:
96 High Ridge Road
West Hartford, Connecticut 06117
(c) Present Principal Occupation or Employment:
Not Applicable.
(d) During the past five years, the reporting person has not 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 an administrative body of
competent jurisdiction nor has she, as a result of any such proceeding, been
subject to a judgement, 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 citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Considerations
(a) On April 17, 1995, the reporting person purchased 210,000 shares
of Common Stock from Chase Insurance Holdings Corporation ("CIHC") in a
private sale at a price of $2.00 per share.
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CUSIP NO. __ 004299 10 3 __ Page 4 of 11 Pages
(b) On December 15, 1995, the reporting person purchased 125,000
shares of Common Stock from CIHC in a private sale at a price of $2.50 per
share.
(c) On December 28, 1995, the reporting person purchased 47,000
shares of Common Stock from CIHC in a private sale at a price of $2.375 per
share.
The aggregate amount of funds used by the reporting person to purchase
the shares in (a), (b) and (c) above was $844,125. Such funds were obtained
from the personal funds of the reporting person.
Item 4. Purpose of Transaction
The reporting person is holding the 382,000 shares of Common Stock she
owns of record for investment purposes. Based on her 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.
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 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;
(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;
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CUSIP NO. __ 004299 10 3 __ Page 5 of 11 Pages
(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) As of the date hereof, the reporting person owns of record and
beneficially 382,000 shares of Common Stock, or 8.6% 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 335,000 shares of Common Stock (the "Borrowed Securities") owned
by her to Insurance Holdings Limited Partnership (the "Borrower") pursuant to
a letter agreement dated December 15, 1995 between the reporting person and the
Borrower (the "Letter Agreement").
(b) The reporting person has the sole power to vote or to direct the
vote, and the sole power to dispose or to direct the disposition of the 382,000
shares of Common Stock owned by her, except to the extent that the reporting
person, as described in greater detail in Item 6, may be deemed to have
transferred the sole power to vote, direct the voting of, dispose of, or direct
the disposition of, the Borrowed Securities to the Borrower during the
term of the Letter Agreement.
(c) Besides the following transactions, no transactions occurred
during the past sixty days:
<TABLE>
<CAPTION>
Where and
Character of Price Number How Transaction
Date Transaction Per Share of Shares Was Effected
<S> <C> <C> <C> <C>
12/15/95 Purchase from CIHC by the $2.50 125,000 Private
reporting person Purchase
12/15/95 Loan by the reporting person to * 335,000 Private
Insurance Holdings Limited Partnership Transaction
12/28/95 Purchase from CIHC by the $2.375 47,000 Private
reporting person Purchase
</TABLE>
* See Item 6 for a description of the service fee to be paid by the
Borrower to the reporting person for the Borrower's use of the Borrowed
Securities.
<PAGE>
CUSIP NO. __ 004299 10 3 __ Page 6 of 11 Pages
(d) As described in greater detail in Item 6, the Borrower may be
deemed to have the right during the term of the Letter Agreement to receive or
the power to direct the receipt of dividends from, or the proceeds from the
sale of, the 335,000 shares of Common Stock loaned by the reporting person to
the Borrower.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer
The reporting person has agreed to lend the Borrowed Securities to the
Borrower pursuant to the Letter Agreement. Under the terms of the Letter
Agreement, the Borrower 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 the Borrower, the
Borrower 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 Letter Agreement is in effect. In
addition, the Borrower 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, the Borrower 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
December 31, 1998 unless terminated sooner by one of the parties pursuant to
the terms of the Letter Agreement.
Other than the foregoing, 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.
<PAGE>
CUSIP NO. __ 004299 10 3 __ Page 7 of 11 Pages
Item 7. Material to be Filed as Exhibits
A. Letter Agreement dated December 15, 1995 regarding
loan of Common Stock of ACCEL. . . . . . . . . . . .Page 10
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CUSIP NO. __ 004299 10 3 __ Page 8 of 11 Pages
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the reporting person certifies that the information set forth in the Statement
is true, complete and correct.
Dated: December 29, 1995
/s/ Rhoda Chase
Name: Rhoda Chase
<PAGE>
CUSIP NO. __ 004299 10 3 __ Page 9 of 11 Pages
EXHIBIT A
RHODA L. CHASE
C/O Chase Enterprises, One Commercial Plaza
Hartford, CT 06103
December 15, 1995
Insurance Holdings Limited Partnership
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 Insurance Holdings Limited Partnership ("Borrower") and Rhoda L. Chase
("Lender") regarding shares of common stock of ACCEL International Corporation
(the "Company").
1. Lender hereby confirms that it has loaned to Borrower 335,000
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 last day of each March, June, September and December for
which this Agreement is in effect.
<PAGE>
CUSIP NO. __ 004299 10 3 __ Page 10 of 11 Pages
5. Upon demand, Borrower will secure its obligations under this
agreement by delivering the 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 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, 1998. 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.
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CUSIP NO. __ 004299 10 3 __ Page 11 of 11 Pages
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:
Insurance Holdings Limited Partnership
By: Chase Insurance Corporation,
its General Partner
/s/ Cheryl Chase Freedman
Cheryl Chase Freedman
Executive Vice President
