SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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 9 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).
<PAGE>
CUSIP No. 004299 10 3
1 NAME OF REPORTING PERSONS
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Rothschild Trust Cayman Limited
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
Cayman Islands
7 SOLE VOTING POWER
NUMBER OF 1,167,824 shares (see Row 11 below)
SHARES SHARED VOLTING POWER
BENEFICIALLY 8 0 shares
OWNED BY EACH
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 as trustee for The Darland Trust
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*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
AMENDMENT NO. 2 TO STATEMENT SCHEDULE 13D
The reporting person hereby amends in part its Statement on Schedule
13D dated September 20, 1996, as previously amended by Amendment No. 1
thereto 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 2. IDENTITY AND BACKGROUND
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 Schedule I hereto.
During the past five years, none of the executive officers,
directors or controlling persons of the reporting person has been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors). During the past five years, none of the executive officers,
directors or controlling persons of the reporting person has been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding 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 Allison,
Jane Dickinson, Christopher P. Ward and Nicholas David Moss are citizens of
Guernsey. All other executive officers and directors of the reporting
person are citizens of Switzerland.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The reporting person, as trustee for and on behalf of The Darland
Trust (the "Trust"), transferred an aggregate of all of the 1,167,824
shares of Common Stock owned by the reporting person, on behalf of the
Trust, 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, on behalf of the Trust, 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. As of the date hereof,
<PAGE>
none of the executive officers, directors or controlling persons of the
reporting person own any shares of Common Stock.
(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 Trust, (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 reporting person, on behalf of the Trust, has the sole power
to vote or to direct the vote of the 1,167,824 shares of Common Stock held
by it in trust for the Trust. The reporting person, on behalf of the
Trust, shares the sole power to dispose or to direct the disposition of the
1,167,824 shares of Common Stock held by it in trust for the Trust 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 or any of its executive officers, directors or
controlling persons during the past 60 days other than the transactions
described in Item 3.
(d) Each of David T. Chase and the reporting person, on behalf of the
Trust, 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 on
behalf of the Trust. 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, on
behalf of the Trust, has granted to David T. Chase the power to enter
orders to purchase and sell securities for the brokerage account in which
it holds the 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, on behalf of the Trust.
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 reporting person on
behalf of the Trust. 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 on behalf of the Trust
or effect the purchase of additional shares of Common Stock for the
reporting person on behalf of the Trust.
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.
<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.
Dated: November 20, 1997
Rothschild Trust Cayman Limited
By: /s/ D.N. Allison
Name: D N Allison
Title:
By: /s/ N.D. Moss
Name: N D Moss
Title: Director
<PAGE>
<TABLE>
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF
ROTHSCHILD TRUST CAYMAN LIMITED
AGGREGATE
TITLE AT NUMBER OF
ROTHSCHILD SHARES OF
PRINCIPAL TRUST COMMON
NAME BUSINESS ADDRESS OCCUPATION CAYMAN LTD. STOCK OWNED
<S> <C> <C> <C> <C>
Mr. Michael Arni Zollikerstrasse 181 Trust Executive Director and None
8034 Zurich, Switzerland President
Mr. Timothy Urquhart Zollikerstrasse 181 Trust Executive Director None
8034 Zurich, Switzerland
Dr. Urs Peter K<a">lin Zollikerstrasse 181 Trust Executive Director and None
8034 Zurich, Switzerland Secretary
Mr. James Boetschi Zollikerstrasse 181 Trust Executive Director None
8034 Zurich, Switzerland
Mr. Chris Schallenberger Zollikerstrasse 181 Trust Executive Director None
8034 Zurich, Switzerland
Mr. David Allison P.O. Box 472 Trust Executive Director None
Le Bordage
St. Peter Port
Guernsey GYI6AX
Channel Islands
Mrs. Jane Dickinson P.O. Box 472 Trust Executive Director None
Le Bordage
St. Peter Port
Guernsey GYI6AX
Channel Islands
Mr. Christopher P. Ward P.O. Box 472 Trust Executive Director None
Le Bordage
St. Peter Port
Guernsey GYI6AX
Channel Islands
Mr. Werner Maurer Zollikerstrasse 181 Trust Executive Director and None
8034 Zurich, Switzerland Treasurer
Mr. Nicholas David Moss P.O. Box 472 Trust Executive Director None
Le Bordage
St. Peter Port
Guernsey GYI6AX
Channel Islands
</TABLE>
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
<PAGE>
<PAGE>
<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>
