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.
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)
September 20, 1996 and
December 11, 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 / /.
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 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
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
ITEMS 2(d) OR 2(e)/ /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands [Channel Islands]
7 SOLE VOTING POWER
1,167,824 shares (see Row 11 below)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0- shares
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,167,824 shares (see Row 11 below)
PERSON
WITH 10 SHARED DISPOSITIVE POWER
-0- shares
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*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.6%
14 TYPE OF REPORTING PERSON*
00
*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 $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
43017.
Item 2. Identity and Background
(a) Name:
The Darland Trust
(b) Residence or Business Address:
FBO: The Darland Trust
P.O. Box 472
St. Peter's House, Le Bordage
St. Peter Port
Guernsey GYI6AX
Channel Islands
(c) Present Principal Occupation or Employment:
The reporting person is a trust for which Rothschild Trust
Cayman Limited (the "Trustee") serves as trustee and of which Cheryl Chase and
her children are beneficiaries.
(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 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.
(f) Citizenship:
The reporting person is an entity of the Cayman Islands.
Item 3. Source and Amount of Funds or Other Consideration.
On September 20, 1996, the reporting person acquired 1,008,405
shares of Common Stock from American Ranger Inc. ("ARI") as consideration for
repayment of a private loan made by the reporting person to ARI. The exchange
of Common Stock for loan repayment was made at $2.25 per share. The amount of
debt repaid was $2,268,911.25. Such loaned funds had been obtained from the
reserves of the reporting person. The Trustee made this acquisition
on behalf of the reporting person.
On December 11, 1996, the Trustee purchased, on behalf of the
reporting person, 159,419 shares of Common Stock from American Ranger Inc.
("ARI") in a private sale at a price of $2.875 per share, thereby paying an
aggregate price of $458,329.63. Such funds had been obtained from the reserves
of the Trust.
Item 4. Purpose of Transaction.
The reporting person is holding the 1,167,824 shares of Common
Stock it owns of record for investment purposes. Based on the Trustee'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
the reporting person, offers for the reporting person's shares of Common Stock,
general economic conditions and other future developments, the Trustee may
decide to sell or seek the sale of all or part of the reporting person's
present or future beneficial holdings of Common Stock, or may decide to acquire
on behalf of the reporting person 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
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;
(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 1,167,824 shares of Common Stock, or 13.6% of the 8,603,742 shares
of Common Stock outstanding as of September 30, 1996.
(b) The Trustee on behalf of 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 1,167,824 shares of Common Stock held by it for the
reporting person.
(c) Besides the transactions described in Item 3 herein, no
transactions have occurred during the past sixty days involving the reporting
person.
(d) 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.
Not applicable.
Item 7. Material to be Filed as Exhibits.
Not applicable.
<PAGE>
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
Dated: March 12, 1997 By: Rothschild Trust Cayman Limited, Trustee
By: /s/ D. N. Allison
Name: D.N. Allison
Title: Director
