SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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)
December 24, 1997 and January 14, 1998
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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 7 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 Page 2 of 7 Pages
1 NAME OF REPORTING PERSONS
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Rhoda L. Chase
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
2,000,000 shares (see Row 11, below)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0 shares
OWNDED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,335,000 shares, 335,000 shares of which
WITH are temporarily on loan to Insurance Holdings
Limited Partnership and 1,000,000 of which
are temporarily on loan to David T. Chase
10 SHARED DISPOSITIVE POWER
665,000 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000,000 shares, 335,000 shares of which are temporarily on loan to
Insurance Holdings Limited Partnership and 1,000,000 of which are
temporarily on loan to David T. Chase
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.2% or 7.7% (see Row 11, above)
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
AMENDMENT NO. 4 TO STATEMENT ON SCHEDULE 13D
The reporting person hereby amends in part her Statement on Schedule
13D dated December 29, 1995, as previously amended by Amendment No. 1
thereto dated October 2, 1996, Amendment No. 2 thereto dated January 8,
1997, and Amendment No. 3 thereto dated November 20, 1997 (the "Prior
Schedule 13D"), 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.
On December 24, 1997, the reporting person loaned 1,000,000 shares of
Common Stock to David T. Chase pursuant to a loan agreement (the "DTC Loan
Agreement") dated December 24, 1997, between the reporting person and David
T. Chase. Prior to such loan, such shares of Common Stock were held in the
brokerage account to which the Trading Authorization described in the Prior
Schedule 13D relates. The terms of the Loan Agreement are more fully
described in Item 6 hereto.
As more fully described in the Prior Schedule 13D, the reporting
person had previously loaned 670,000 shares of Common Stock to Insurance
Holdings Limited Partnership ("IHLP") pursuant to a letter agreement dated
December 15, 1995, between the reporting person and IHLP, as modified by a
letter agreement dated July 31, 1997, between the reporting person and IHLP
(the "IHLP Loan Agreement"). On January 14, 1998, IHLP returned to the
reporting person 335,000 of such 670,000 shares of Common Stock pursuant to
a letter agreement (the "Amendment") dated January 14, 1998, between the
reporting person and IHLP. The terms of the IHLP Loan Agreement are more
fully described in the Prior Schedule 13D. The terms of the Amendment are
more fully described in Item 6 hereof. The 335,000 shares of Common Stock
returned to the reporting person were deposited by the reporting person
into the brokerage account to which the Trading Authorization described in
the Prior Schedule 13D relates.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date hereof, the reporting person beneficially owns
2,000,000 shares of Common Stock, representing approximately 23.2% of the
8,637,042 shares of Common Stock reported to be outstanding as of November
17, 1997 (as reported in ACCEL's Definitive Proxy Statement dated December
18, 1997), except to the extent that the reporting person is deemed to have
temporarily transferred beneficial ownership of 1,000,000 shares of Common
Stock to David T. Chase pursuant to the DTC Loan Agreement and 335,000
shares of Common Stock to IHLP pursuant to the IHLP Loan Agreement.
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 she is, for the 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 reported to be outstanding as of November 17, 1997, owned
by Arnold L. Chase, the son of the reporting person, (ii) 5,350 shares of
Common Stock, or less than 0.1% of the shares of Common Stock reported to
be outstanding as of November 17, 1997, owned by Sandra M. Chase, the
spouse of Arnold L. Chase, (iii) 1,167,824 shares of Common Stock, or 13.5%
of the shares of Common Stock reported to be outstanding as of November 17,
1997, owned by The Darland Trust, a trust for which Rothschild Trust Cayman
Limited serves as trustee and of which Cheryl A. Chase (daughter of the
reporting person and David T. Chase and brother of Arnold L. Chase) and her
children are the beneficiaries or (iv) 6,500 shares of Common Stock, or
less than 0.1% of the shares of Common Stock reported to be outstanding as
of November 17, 1997, currently issuable upon the exercise of options held
by David T. Chase (the spouse of the reporting person 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 the 1,167,824
shares of Common Stock referred to in clause (iii) of the immediately
preceding sentence.
(b) The reporting person has the sole power to vote or to direct the
vote of the 2,000,000 shares of Common Stock owned by her, except to the
extent that (i) the reporting person has temporarily transferred to David
T. Chase the sole power to vote or to direct the vote of the 1,000,000
shares of Common Stock on loan to David T. Chase during the term of the DTC
Loan Agreement, as described in greater detail in Item 6 hereof and (ii)
the reporting person has temporarily transferred to IHLP the sole power to
vote or to direct the vote of the 335,000 shares of Common Stock on loan to
IHLP during the term of the IHLP Loan Agreement, as described in greater
detail in the Prior Schedule 13D and in Item 6 hereof. The reporting
person does not share the power to vote or to direct the vote of any shares
of Common Stock. The reporting person shares the power to dispose or to
direct the disposition of 665,000 of the shares of Common Stock owned by
her with her husband, David T. Chase. The reporting person has the sole
power to dispose or direct the disposition of 1,335,000 of the shares of
Common Stock owned by her, except to the extent that (i) the reporting
person has temporarily transferred to David T. Chase the sole power to
dispose or direct the disposition of 1,000,000 shares of Common Stock
during the term of the DTC Loan Agreement, as described in greater detail
in Item 6 hereof and (ii) the reporting person has temporarily transferred
to IHLP the sole power to dispose or direct the disposition of 335,000
shares of Common Stock during the term of the IHLP Loan Agreement, as
described in the Prior Schedule 13D and in Item 6 hereof.
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 proceeding is or was 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 reporting person has the power to
direct the dividends from, and the proceeds from the sale of, 665,000 of
the shares of Common Stock owned by the reporting person. As described in
greater detail in Item 6 hereof, David T. Chase may be deemed to have the
right, during the term of the DTC Loan Agreement, to receive or to direct
the receipt of dividends from, or the proceeds from the sale of, the
1,000,000 shares of Common Stock loaned by the reporting person to David T.
Chase. As described in greater detail in the Prior Schedule 13D and in
Item 6 hereof, IHLP may be deemed to have the right, during the term of the
IHLP Loan Agreement, to receive or 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 IHLP. No other person, other than the reporting
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.
The reporting person has loaned David T. Chase 1,000,000 shares of
Common Stock pursuant to the DTC Loan Agreement. Under the terms of the
DTC Loan Agreement, David T. Chase has full use of the 1,000,000 shares of
Common Stock, including the right to sell, pledge or otherwise transfer or
encumber the 1,000,000 shares of Common Stock, until termination of the DTC
Loan Agreement. In exchange for the reporting person's lending the
1,000,000 shares of Common Stock to David T. Chase, David T. Chase is to
pay the reporting person quarterly a service fee of six percent (6%) per
annum of the average monthly market value of the 1,000,000 shares of Common
Stock prorated over the number of days the DTC Loan Agreement is in effect.
In addition, David T. Chase is to pay to the reporting person any cash
dividends or distributions declared on the 1,000,000 shares of Common Stock
during the term of the DTC Loan Agreement. Upon the termination of the DTC
Loan Agreement, David T. Chase is to deliver to the reporting person
securities that are identical in kind and amount to the 1,000,000 shares of
Common Stock loaned under the DTC Loan Agreement and including all
dividends and distributions in the form of stock, rights, warrants or other
securities which ACCEL makes during the term of the DTC Loan Agreement.
The DTC Loan Agreement is to terminate on December 31, 2001 unless
terminated sooner by one of the parties pursuant to the terms of the DTC
Loan Agreement.
The foregoing description of the DTC Loan Agreement is subject to, and
is qualified in its entirety by reference to the DTC Loan Agreement, which
is filed as an exhibit to this Statement on Schedule 13D.
As described in greater detail in the Prior Schedule 13D, the
reporting person had previously loaned 670,000 shares of Common Stock to
IHLP pursuant to the IHLP Loan Agreement. On January 14, 1998, IHLP
returned 335,000 of such shares of Common Stock to the reporting person.
The reporting person and IHLP entered into the Amendment to modify the IHLP
Loan Agreement to reflect such return of Common Stock. 335,000 shares of
Common Stock remain on loan to IHLP, and the terms of the IHLP Loan
Agreement, described in greater detail in the Prior Schedule 13D, otherwise
remain unchanged.
The foregoing description of the IHLP Loan Agreement is subject to,
and qualified in its entirety by reference to, the IHLP Loan Agreement,
which has been filed as exhibits to the Prior Schedule 13D. The foregoing
description of the Amendment is subject to, and qualified in its entirety
by reference to, the Amendment, which is filed as an exhibit to this
Statement on Schedule 13D.
Except as described in this Statement on Schedule 13D, the reporting
person knows of no contracts, arrangements, understandings or relationships
(legal or otherwise) between any of the persons named in Item 2 or between
such persons 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) DTC Loan Agreement
(2) Amendment
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated: February 10, 1998
/s/ Rhoda L. Chase
Rhoda L. Chase
EXHIBIT 1
RHODA L. CHASE
c/o Chase Enterprises
One Commercial Plaza
Hartford, CT 06103
December 24, 1997
David T. Chase
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
David T. Chase ("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 1,000,000
shares of the common stock, no par value, 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 Borrowed Securities pro rated over the number of days this
Agreement is in effect. Such feel shall be due and payable quarterly on
the last day of each March, June, September and December for which this
Agreement is in effect.
5. Upon demand, Borrower will secure its obligations under this
agreement by delivering to 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 a 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, 2001. 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,
/s/ Rhoda L. Chase
Rhoda L. Chase
THE FOREGOING IS HEREBY
CONFIRMED AND AGREED TO:
/S/ DAVID T. CHASE
David T. Chase
EXHIBIT 2
RHODA L. CHASE
C/O CHASE ENTERPRISES, ONE COMMERCIAL PLAZA
HARTFORD, CT 06103
January 14, 1998
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 a modification to an Agreement entered into between
Rhoda L. Chase (the "Lender") and Insurance Holdings Limited Partnership (the
"Borrower") regarding shares of stock of ACCEL International Corporation (the
"Company") dated December 15, 1995 and amended July 31, 1997 ("the Agreement").
The purpose of this modification is to decrease the number of shares from
670,000 to 335,000. To this end, effective January 14, 1998 paragraph 1 of the
Agreement is amended to read as follows:
1. Lender hereby confirms that it has loaned to Borrower 335,000 shares of
the common stock, no par value of the Company ("Borrowed Securities").
Please confirm that the foregoing sets forth our understanding regarding the
modification of the Agreement for 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 A. CHASE
By: Cheryl A. Chase
Its: Executive Vice President
