SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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.
Day, Berry & Howard
CityPlace I, Hartford, Connecticut 06103-3499
(860) 275-0100
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 21, 1996 and December 19, 1996
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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 6 Pages)
________________
*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).
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CUSIP No. 004299 10 3
1 NAME OF REPORTING PERSONS
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Darland Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
7 SOLE VOTING POWER
NUMBER OF 1,167,824 shares (see Row 11 below)
SHARES
BENEFICIALLY SHARED VOTING POWER
OWNED BY EACH 8 0 shares
REPORTING SOLE DISPOSITIVE POWER
PERSON 9 0 shares
WITH
10 SHARED DISPOSITIVE POWER
1,167,824 shares (see Row 11 below)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,167,824 shares, held on its behalf by its trustee, Rothschild Trust
Cayman Limited
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.5% (see Row 11 above)
14 TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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AMENDMENT NO. 1 TO STATEMENT SCHEDULE 13D
The reporting person hereby amends in part its Statement on Schedule
13D dated March 12, 1997, with respect to the common stock, par value $0.10
per share (the "Common Stock"), of ACCEL International Corporation
("ACCEL"). 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.
Rothschild Trust Cayman Limited (the "Trustee"), as trustee for
and on behalf of the reporting person, transferred an aggregate of all of
the 1,167,824 shares of Common Stock owned by the reporting person into the
brokerage account to which the Trading Authorization described in Item 6
relates, on the dates and in the amounts set forth below.
DATE NUMBER OF SHARES
November 21, 1996 1,008,405
December 19, 1996 159,419
There was no consideration for such transfers.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) (i) As of the date hereof, the reporting person beneficially
owns 1,167,824 shares of Common Stock, representing approximately 13.5% of
the 8,631,042 shares of Common Stock outstanding as of November 14, 1997.
(ii) This statement does not relate to, and, in accordance with
Rule 13d-4 under the Securities Exchange Act of 1934, as amended (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 Section 13(g) of the Exchange Act, the
beneficial owner of, any of the (i) 1,167,824 shares of Common Stock, or
13.5% of the shares of Common Stock outstanding as of November 14, 1997,
owned by Arnold L. Chase, the brother of Cheryl A. Chase, who, together
with her children, are the beneficiaries of the reporting person, (ii)
2,000,000 shares of Common Stock, or 23.2% of the shares of Common Stock
outstanding as of November 14, 1997, owned by Rhoda L. Chase, the mother of
Cheryl A. Chase and Arnold L. Chase and the spouse of David T. Chase, (iii)
5,350 shares of Common Stock, or less than 0.1% of the shares of Common
Stock outstanding as of November 14, 1997, owned by Sandra M. Chase, the
spouse of Arnold L. Chase, or (iv) 6,500 shares of Common Stock, or less
than 0.1% of the shares of Common Stock outstanding as of November 14, 1997,
currently issuable upon the exercise of options held by David T. Chase (the
husband of Rhoda L. Chase and the father of Cheryl A. Chase and Arnold L.
Chase). David T. Chase may also be deemed to be the beneficial owner of
the 1,167,824 shares of Common Stock referred to in clause (i) of the
immediately preceding sentence and 1,330,000 of the 2,000,000 shares of
Common Stock referred to in clause (ii) of the immediately preceding
sentence; Insurance Holdings Limited Partnership, a limited partnership of
which Chase Insurance Corporation (a corporation owned by Rhoda L. Chase)
is the general partner and Rhoda L. Chase, Sandra M. Chase and Cheryl A.
Chase are limited partners, may be deemed to be the beneficial owner of
670,000 of the 2,000,000 shares of Common Stock referred to in clause (ii)
of the immediately preceding sentence.
(b) The Trustee, on behalf of the reporting person, has the sole
power to vote or to direct the vote of the 1,167,824 shares of Common Stock
owned by the reporting person. The Trustee, on behalf of the reporting
person, shares the sole power to dispose or to direct the disposition of
the 1,167,824 shares of Common Stock owned by the reporting person with
David T. Chase.
David T. Chase's principal occupation is Chairman of the Board of
Directors and President of D.T. Chase Enterprises, Inc. ("DTCE"), a holding
company for various Chase family interests. 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 proceedings was or is 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) No transactions in the Common Stock were effected by or on behalf
of the reporting person during the past 60 days other than the transactions
described in Item 3.
(d) Each of David T. Chase and the Trustee, on behalf of the
reporting person, has the power to direct the dividends from, and the
proceeds from the sale of, the shares of Common Stock owned by the
reporting person. 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.
Pursuant to a General Trading Authorization for Securities and/or
Options Accounts (the "Trading Authorization"), the reporting person has
granted to David T. Chase the power to enter orders to purchase and sell
securities for the brokerage account in which it holds its shares of Common
Stock. The Trading Authorization also confers upon him the power to buy
and sell on margin, to sell short for such account and to give instructions
as to the transfer of money and property from such account. The powers
granted by the Trading Authorization remain effective until terminated by
the reporting person.
The foregoing description of the Trading Authorization is subject to,
and is qualified in its entirety by reference to, the form of Trading
Authorization, which is filed as an exhibit to this Statement on Schedule
13D.
David T. Chase manages certain funds for the Trustee on behalf of the
reporting person. In such capacity and pursuant to the Trading
Authorization, David T. Chase may effect the sale of some or all of the
shares of Common Stock owned by the reporting person or effect the purchase
of additional shares of Common Stock on behalf of the reporting person.
Except as described in this Statement on Schedule 13D, the reporting
person does not know of any contracts, arrangements, understandings or
relationships (legal or otherwise) between any of the persons named in Item
2 or between such person 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 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) promulgated
thereunder.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
(1) Form of Trading Authorization.
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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.
The Darland Trust
By: Rothschild Trust Cayman Limited, Trustee
Dated: November 20, 1997
By: /s/ D.N. Allison
Name: D N Allison
Title: Director
By: /s/ Nicholas Moss
Name: Nicholas Moss
Title: Director
<PAGE>
PAINEWEBBER MICROFILM I.D. NUMBER EXHIBIT 1
GENERAL TRADING AUTHORIZATION FOR SECURITIES AND/OR OPTIONS ACCOUNTS
(AUTHORIZATION MAY NOT BE EXTENDED TO EMPLOYEES OF PAINEWEBBER)
ACCOUNT NAME Branch Account Number Broker
The Darland Trust | X | X | | X | X | X | X | X | | X | X |
THIS WILL CONFIRM THE AUTHORITY OF
David T. Chase
(Agent name)
96 High Ridge Road, West Hartford, CT 06117
(Complete address)
to enter orders with you as brokers, or as dealers acting for your own account,
or as brokers for some other person, and in accordance with your terms and
conditions for my account and risk. To purchase and sell securities and
similar property and enter into those option contracts indicated below. I
hereby ratify and confirm any and all transactions, trades or dealings effected
in and for my account by my agent in connection with the authority granted
hereunder.
(INITIAL BOXES TO INDICATE AGENCY GRANTED)
(1) |X| To buy and sell on margin: (cash account only if not initialed)
(2) |X| To sell short: (box (1) must also be initialed)
(3) |X| To give you instructions as to the transfer of money and property
from my account to me, or to others
(4) |X| To do Options as follows: (THE TERM "OPTIONS" IS INCLUSIVE OF PUTS
AND CALLS)
| | COVERED | | BUY OPTIONS AND COVERED |X| ALL OPTION TRANSACTIONS
WRITING ONLY WRITING ONLY (INCLUDING UNCOVERED OPTIONS)
This authorization is in addition to (and in no way limits or restricts)
any and all rights which you may have under any other agreement(s) between your
firm and me and is to remain effective until you receive written notice from me
to the contrary, shall survive my disability or incompetence, shall bind my
estate on all transactions by you after but without knowledge of my death and
shall inure to your benefit and the benefit of any successor corporation or
firms.
Signed, sealed and delivered by /S/ Jane Betley DATE 30 October 1995
(Signature of Principal)
X ROTHSCHILD TRUST GUERNSEY LIMITED AS
TRUSTEE AUTHORIZED SIGNATORIES
In the presence of: DATE
(Signature of Witness)
INSTRUCTIONS AS TO NOTICES
Please send all confirmation, statements, and other communications as checked
below:
| | Send to me only
|X| Send to me and to agent. /s/ Jane Betley
(Signature of Principal)
ROTHSCHILD TRUST GUERNSEY LIMITED AS
TRUSTEE AUTHORIZED SIGNATORIES
ACCEPTANCE OF AGENCY
/s/ David T. Chase DATE 10/20/95
David T. Chase
(Signature of Agent Authorized to Act)
DATE
(Branch Office Manager's approval)
OPTION ACCOUNTS:
LIMITATIONS
SENIOR ROP APPROVAL: DATE
I N A C 4 REV. 12/95 IMPORTANT - REVERSE SIDE MUST BE COMPLETED BY AGENT
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<TABLE>
<CAPTION>
TO BE COMPLETED BY AUTHORIZED AGENT
<S> <C> <C> <C> <C>
Age
Mr. David T. Chase 65
Home Address Home Phone
96 High Ridge Road,
West Hartford, CT 06117 860-233-4446
Occupation Employer Employer's Business
Executive Chase Enterprises Financial
Business Address Business Phone
One Commercial Plaza,
Hartford, CT 06103 860-549-1674
Citizen Of Agent's Relationship,
If Any, To The Principal Agent's Account No.
With PW (if any)
USA XXXXXXX
Agent's Investment Experience:
(Years of Experience) Reason for Agency
Options: 10 years
Stock/Bonds: 10 years
Commodities: 10 years /s/ David T. Chase
Other (Specify)
David T. Chase -
Authorized Agent's
Signature
</TABLE>
