SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(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 LLP
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)
April 1, 1998 and January 19, 1999
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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(e), 13d-1(f) or 13d-1(g), check the following
box / /.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on the following pages)
(Page 1 of 8 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 13D Page 2 of 8
1 NAME OF REPORTING PERSONS
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
David T. 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
887,500 shares, to the extent that the reporting person
has been temporarily transferred voting power over
NUMBER OF 880,000 of such shares
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0 shares
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 887,500 shares, to the extent that the reporting person
has been temporarily transferred dispositive power
over 880,000 such shares
10 SHARED DISPOSITIVE POWER
3,455,648 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,343,148 shares, to the extent that the reporting person has been
temporarily transferred dispositive power and voting power over
880,000 of such shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.8% (see Row 11 above)
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
AMENDMENT NO. 2 TO STATEMENT ON SCHEDULE 13D
The reporting person hereby amends in part his Statement on Schedule
13D dated November 20, 1997, as previously amended by Amendment No. 1
thereto dated February 10, 1998 (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.
As more fully described in the Prior Schedule 13D, the reporting
person had borrowed 1,000,000 shares of Common Stock from his spouse, Rhoda
L. Chase, pursuant to a loan agreement (the "Loan Agreement") dated
December 24, 1997 between the reporting person and Rhoda L. Chase. On
April 1, 1998, the reporting person returned to Rhoda L. Chase 120,000 of
such shares. The terms of the Loan Agreement are more fully described in
the Prior Schedule 13D. The 120,000 shares of Common Stock returned by the
reporting person to Rhoda L. Chase were deposited by Rhoda L. Chase into
the brokerage account to which her Trading Authorization (the "RLC Trading
Authorization") described in the Prior Schedule 13D relates.
On January 19, 1999, Insurance Holdings Limited Partnership ("IHLP")
returned to Rhoda L. Chase 335,000 shares of Common Stock which Rhoda L.
Chase previously loaned to IHLP. The 335,000 shares of Common Stock
returned to Rhoda L. Chase were deposited by Rhoda L. Chase into the
brokerage account to which the RLC Trading Authorization relates.
Item 4. PURPOSE OF TRANSACTION.
The reporting person is holding all of the shares of Common Stock
owned by him for investment purposes. The reporting person has pledged the
880,000 shares of Common Stock which are on loan to him from Rhoda L. Chase
to secure a loan with Comerica Bank pursuant to a security agreement (the
"Security Agreement") dated December 30, 1997. The terms of the Security
Agreement are more fully described in the Prior Schedule 13D. Based on his
ongoing evaluation of the business, prospects and financial condition of
ACCEL, the market for and price of the Common Stock, other opportunities
available to him, offers for his shares of Common Stock, general economic
conditions and other future developments, the reporting person reserves the
right to change his plans and intentions at any time, as he deems
appropriate. In particular, the reporting person may decide to sell or
seek the sale of all or part of his present or future beneficial holdings
of Common Stock, or may decide to acquire additional Common Stock, or
securities convertible into or exchangeable for Common Stock, either in the
open market, in private transactions, or by any other permissible means.
He may also decide to enter into derivative transactions relating to the
Common Stock. Any such transactions may be effected at any time and from
time to time.
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 may be deemed to
beneficially own 4,343,148 shares of Common Stock (including 880,000 shares
of Common Stock the reporting person has borrowed pursuant to the Loan
Agreement, and currently exercisable options (the "Options") for 7,500
shares of Common Stock), representing approximately 50.8% of the 8,552,820
shares of Common Stock reported to be outstanding as of October 31, 1998
(as reported in ACCEL's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998).
This statement does not relate to, and, in accordance with Rule 13d-4
under the Exchange Act, the reporting person expressly declares that the
filing of this statement shall not be construed as an admission that he is,
for purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial
owner of, any of the 5,350 shares of Common Stock, or less than 0.1% of the
shares of Common Stock reported to be outstanding as of October 31, 1998,
owned by Sandra M. Chase, the reporting person's daughter-in-law.
(b) As described in greater detail in the Prior Schedule 13D and in
Item 6 hereof, the reporting person has the sole power to vote, direct the
vote of, dispose of, and direct the disposition of, the 880,000 shares of
Common Stock he borrowed from Rhoda L. Chase during the term of the Loan
Agreement. Upon the exercise of any of the Options, the reporting person
will have the sole power to vote or to direct the vote of, and the sole
power to dispose or to direct the disposition of, the shares of Common
Stock received by him as a result of such exercise. The reporting person
shares the power to dispose or to direct the disposition of (i) 1,120,000
shares of Common Stock owned by Rhoda L. Chase with Rhoda L. Chase, (ii)
1,167,824 shares of Common Stock owned by Arnold L. Chase (the reporting
person's son) with Arnold L. Chase and (iii) 1,167,824 shares of Common
Stock owned by The Darland Trust (the "Trust"), a trust whose beneficiaries
are Cheryl A. Chase (the reporting person's daughter) and her children,
with the Trust.
Rhoda L. Chase's residence is at 96 High Ridge Road, West Hartford,
Connecticut 06117. She is not employed. Arnold L. Chase is an Executive
Vice President and director of D.T. Chase Enterprises ("DTCE"), a holding
company for various Chase family interests. Arnold L. Chase's business
address and the principal business address of DTCE is: D.T. Chase
Enterprises, Inc., One Commercial Plaza, Hartford, Connecticut 06103.
Rhoda L. Chase and Arnold L. Chase are citizens of the United States of
America.
The Trust is a trust for which Rothschild Trust Cayman Limited serves
as trustee and of which Cheryl A. Chase and her children are the
beneficiaries. The Trust's address is FBO: The Darland Trust, P.O. Box
472, St. Peter's House, Le Bordage, St. Peter Port, Guernsey GYI6AX,
Channel Islands. The Trust is an entity of the Cayman Islands.
During the past five years, none of Rhoda L. Chase, Arnold L. Chase or
the Trust has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors). During the past five years, none of
Rhoda L. Chase, Arnold L. Chase or the Trust has 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.
(c) No transactions in the Common Stock have been effected by or on
behalf of the reporting person during the past 60 days other than the
transactions described in Item 3.
(d) As described in greater detail in the Prior Schedule 13D and in
Item 6 hereof, Rhoda L. Chase may be deemed to have the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the
sale of, the 880,000 shares of Common Stock the reporting person has
borrowed from Rhoda L. Chase during the term of the Loan Agreement. Upon
the exercise of any of the Options, the reporting person will have the sole
right to receive or direct the receipt of dividends from, and the proceeds
from the sale of, the shares of Common Stock received by him as a result of
such exercise. Each of the reporting person and, with respect to (i)
1,120,000 shares of Common Stock owned by Rhoda L. Chase, Rhoda L. Chase,
(ii) 1,167,824 shares of Common Stock owned by Arnold L. Chase, Arnold L.
Chase and (iii) 1,167,824 shares of Common Stock owned by the Trust, the
Trust, has the power to direct the dividends from, and the proceeds from
the sale of, such shares of Common Stock beneficially 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 beneficially owned by the reporting
person.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
As described in greater detail in the Prior Schedule 13D, the
reporting person has previously borrowed 1,000,000 shares of Common Stock
from Rhoda L. Chase pursuant to the Loan Agreement. The reporting person
pledged these shares to secure a loan with Comerica Bank pursuant to the
Security Agreement and a Notice to Financial Intermediary of Security
Interest in Securities and Brokerage Account dated December 30, 1997 (the
"Notice to Financial Intermediary"), as described in greater detail in the
Prior Schedule 13D. On April 1, 1998, 120,000 shares of Common Stock were
released from such pledge and the reporting person returned such shares of
Common Stock to Rhoda L. Chase. The 120,000 shares of Common Stock
returned by the reporting person to Rhoda L. Chase were deposited by Rhoda
L. Chase into the brokerage account to which the RLC Trading Authorization
relates. 880,000 shares of Common Stock remain on loan to the reporting
person pursuant to the Loan Agreement, and pledged by the reporting person
to Comerica Bank pursuant to the Security Agreement and Notice to Financial
Intermediary. The terms of the Loan Agreement, Security Agreement and
Notice to Financial Intermediary, described in greater detail in the Prior
Schedule 13D, otherwise remain unchanged.
On January 19, 1999, IHLP returned to Rhoda L. Chase 335,000 shares of
Common Stock which Rhoda L. Chase previously loaned to IHLP. These shares
were deposited by Rhoda L. Chase into the brokerage account to which the
RLC Trading Authorization relates.
The foregoing description of the Loan Agreement, the Security
Agreement, the Notice to Financial Intermediary and the RLC Trading
Authorization is subject to, and is qualified in its entirety by reference
to, the Loan Agreement, the Security Agreement, the Notice to Financial
Intermediary and the RLC Trading Authorization, each of which has been
filed as an exhibit to the Prior Schedule 13D.
As described in greater detail in the Prior Schedule 13D, each non-
employee director of ACCEL, including the reporting person, is granted
options to purchase shares of Common Stock under the ACCEL International
Corporation 1996 Stock Incentive Plan (the "Plan"). On June 16, 1998, the
stockholders of ACCEL approved amendments to the Plan (the "First
Amendments to the Plan"), which, among other things, increased the number
of shares of Common Stock for which options are granted to non-employee
directors. Under the Plan, as amended, each person who becomes a director
of ACCEL is granted, upon his initial appointment or election as a
director, the option to purchase 10,000 (instead of 2,000, prior to the
amendment) shares of Common Stock, and each non-employee director of ACCEL
(other than a non-employee director who first became a director during the
period following the immediately preceding annual meeting of stockholders
of ACCEL) is granted, at each annual meeting of stockholders of ACCEL, the
option to purchase 10,000 (instead of 1,000, prior to the amendment) shares
of Common Stock. The Board of Directors of ACCEL adopted further
amendments to the Plan (the "Second Amendments to the Plan") in November,
1998. These amendments provide for increased transferability of options
granted under the Plan. The description of the Plan contained in the Prior
Schedule 13D is otherwise unaffected by the amendments to the Plan.
The reporting person was granted an option to purchase 10,000 shares
of Common Stock pursuant to the Plan and to a Stock Option Agreement
(the "Stock Option Agreement") dated June 16, 1998, between the reporting
person and ACCEL. Such option will become exercisable as to 50% of the
shares of Common Stock subject to it on the first anniversary of the date
it was granted and as to the remaining shares of Common Stock on the second
anniversary of the date it was granted. The exercise price for such option
is $3.21875 per share. Such option will expire ten years after the date it
was granted or, if earlier, 180 days after the reporting person ceases to
be a director of ACCEL.
The foregoing description of the Plan, the First Amendments to the
Plan, the Second Amendments to the Plan, the Stock Option Agreement and the
options granted thereunder is subject to, and is qualified in its entirety
by reference to, the Plan, which has been filed as an exhibit to the Prior
Schedule 13D, and the First Amendments to the Plan, the Second Amendments
to the Plan and Stock Option Agreement, which are each filed as exhibits to
this Statement on Schedule 13D.
Except as described in this Statement on Schedule 13D, including the
Prior 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) adopted thereunder.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
(1) First Amendments to the Plan
(2) Second Amendments to the Plan
(3) Stock Option Agreement
<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: January 27, 1999 /s/ David T. Chase
--------------------
David T. Chase
EXHIBIT 1
FIRST AMENDMENT TO
ACCEL INTERNATIONAL CORPORATION
1996 STOCK INCENTIVE PLAN
that the 1996 Stock Incentive Plan of ACCEL International Corporation,
effective June 11, 1996, be amended (First Amendment to the Plan) so that
Section 5., Subsection (a) and Section 13., Subsection (a) shall read as
follows:
SECTION 5. SHARES AVAILABLE
(a) Shares of Common Stock available for issuance under the Plan may
be authorized and unissued shares or treasury shares. Subject to the
adjustments provided for in Sections 17 and 18 hereof, the maximum
number of shares of Common Stock available for grant of Awards under
the Plan is 1,500,000 shares. Of this total number, up to 500,000
shares may be issued pursuant to the exercise of Directors Stock
Options. Notwithstanding the foregoing, at no time shall the number
of shares of Common Stock deemed to be available for grant in any
fiscal year exceed ten percent of the total number of issued and
outstanding shares of Common Stock of the Company. The number of
shares of Common Stock available for grant to any individual
Participant in any calendar year shall not exceed 250,000 shares.
SECTION 13. DIRECTORS STOCK OPTIONS
(a) Grants. Awards may be granted to non-employee Directors only in
the form of stock options satisfying the requirements of this Section
13. Each person who is elected or appointed to serve as a Director of
the Company after the effective date of the First Amendment to the
Plan shall, upon his initial appointment or election as a Director,
automatically be granted an option for 10,000 shares of Common Stock.
At each years annual meeting of the stockholders of the Company
commencing on the effective date of the First Amendment to the Plan,
there shall be granted automatically to each non-employee Director
(other than any non-employee Director who first became a Director at
any time during the period following the immediately preceding annual
meeting of the stockholders of the Company), the option to purchase
10,000 shares of Common Stock. All stock options granted under this
Section 13 shall be nonqualified stock options.
EXHIBIT 2
SECOND AMENDMENT TO
ACCEL INTERNATIONAL CORPORATION
1996 STOCK INCENTIVE PLAN
The following amendments were adopted by the Board of Directors of
ACCEL International Corporation as the second amendments to the 1996 Stock
Incentive Plan.
Section 2.7 to be amended in its entirety to read as follows:
2.7. "Committee" means the Board of Directors or any committee
designated by the Board of Directors to administer the Plan under
Section 3 hereof. If at any time the Board of Directors shall
administer the Plan, then the functions of the Committee specified in
the Plan shall be exercised by the Board of Directors.
Section 2.20 to be added to the definitions to read as follows:
2.20. "Applicable Laws" means the requirements relating to the
administration of any Awards under corporate laws, federal and state
securities laws, the Code and any stock exchange or quotation system
on which the Common Stock is listed or quoted.
The first paragraph of Section 3. Administration to be amended in its
entirety to read as follows:
The Plan shall be administered by the Committee which Committee
shall be constituted to comply with Applicable Laws.
Section 13(f) and 13(g) to be amended in their entirety to read as
follows:
(f) TRANSFERABILITY. Except as otherwise provided in this
Section 13(f), no option granted under this Section 13 shall be
transferable by the non-employee Director except by will or the laws
of descent and distribution, or pursuant to a Qualified Domestic
Relations Order, and during the Director's lifetime options may be
exercised only by him or his guardian or legal representative or his
transferee under such Qualified Domestic Relations Order. The
Committee shall authorize all stock options granted pursuant to this
Section 13 to be granted to a Director on terms which permit transfer
by such Director to (i) the spouse, children or grandchildren of the
Director and any other persons related to the Director as may be
approved by the Committee ("Immediate Family Members"), (ii) a trust
or trusts for the exclusive benefit of such Immediate Family Members,
(iii) a partnership or partnerships in which such Immediate Family
Members are the only partners, or (iv) a limited liability company or
limited liability companies in which such Immediate Family Members are
the only members. The Committee may, in its discretion, permit
transfers of such stock options to any other persons or entities as
may be approved by the Committee. Notwithstanding the transfer, the
Director shall continue to be subject to the provisions of Section 19
regarding the withholding of applicable income and employment taxes
required by Applicable Laws.
(g) LIMITATIONS ON EXERCISE. To the extent that an option is not
otherwise exercisable at the date of the Director's death or voluntary
retirement as a Director, it shall become fully exercisable upon such
death of voluntary retirement, provided, however, that except as
otherwise determined by the Committee, Director Stock Options shall
not become exercisable under this sentence prior to the expiration of
six months from the date of grant. Upon such death or voluntary
retirement, such options shall be exercisable for a period of 180
days, subject to the original term of the option.
Section 16 to be amended in its entirety to read as follows:
SECTION 16. ASSIGNMENT AND TRANSFER; HOLDING PERIOD
(a) LIMITATION ON EXERCISE. Except as provided in Section 16(b),
the rights and interests of a Participant under the Plan and in any
Derivative Security issued or granted under the Plan, may not be
assigned, sold, encumbered or transferred except, in the event of the
death of a Participant, by will or the laws of descent and
distribution, or except pursuant to a Qualified Domestic Relations
Order.
(b) PERMITTED TRANSFERS. The Committee shall authorize all stock
options granted pursuant to Section 8 (other than incentive stock
options within the meaning of Section 422 of the Code) to be granted
to a Participant on terms which permit transfer by such Participant to
(i) the spouse, children or grandchildren of the Participant and any
other persons related to the Participant as may be approved by the
Committee ("Immediate Family Members"), (ii) a trust or trusts for the
exclusive benefit of such Immediate Family Members, (iii) a
partnership or partnerships in which such Immediate Family Members are
the only partners, or (iv) a limited liability company or limited
liability companies in which such Immediate Family Members are the
only members. The Committee may, in its discretion, permit transfers
of such stock options to any other persons or entities as may be
approved by the Committee. Notwithstanding the transfer, the
Participant shall continue to be subject to the provisions of
Section 19 regarding the withholding of applicable income and
employment taxes required by Applicable Laws.
EXHIBIT 3
STOCK OPTION AGREEMENT
(1996 Stock Incentive Plan, as amended June 16, 1998)
THIS STOCK OPTION AGREEMENT (the "Agreement") is made and entered into
as of June 16, 1998 by and between ACCEL International Corporation, a
Delaware corporation (the "Company"), and the undersigned Director of the
Company ("Participant").
RECITALS
1. Pursuant to the provisions of Section 13 of the Company's 1996
Stock Incentive Plan, as amended (the "Plan"), Participant, as a Director
of the Company who is not a corporate employee of the Company, has been
granted the option to purchase shares of Common Stock, $.10 par value, of
the Company ("Shares") on the terms and conditions set forth in this
Agreement and in the Plan.
2. In addition to capitalized terms defined herein, certain
capitalized terms used in this Agreement have the meanings set forth in the
Plan.
AGREEMENT:
The Company and Participant, intending to be bound hereby, agree as
follows:
Section 1. OPTIONS. Participant is hereby granted the option (the
"Option") to purchase 10,000 shares of Common Stock, $.10 par value, of the
Company (the "Shares"), at an exercise price of $3.21875 per share (the
"Option Price"). The Option shall vest and first become exercisable as to
50% of the Shares subject to this Option on and after the first anniversary
of the date of this Agreement (which shall be deemed the date of grant of
the Option), and 100% on and after the second anniversary of the date of
grant.
Section 2. EXERCISE OF OPTION.
2.1. NOTICE. If Participant wishes to purchase Shares under this
Agreement, then Participant must give notice of exercise of the Option to
the Company at the Company's headquarters to the attention of Nicholas Z.
Alexander, Senior Vice President and Secretary. Participant must give such
notice in writing and must use the form attached as Exhibit B or its
substantial equivalent. The notice must have all of the blanks set forth on
Exhibit B appropriately and accurately completed and Participant must
include with the notice the full payment for the Shares being purchased.
2.2. PAYMENT.
2.2.1. GENERAL. Any notice of exercise shall be effective only
if Participant pays to the Company the Option Price for the portion of any
Option being exercised.
2.2.2. PAYMENT IN SHARES; CASHLESS EXERCISE. Subject to the
provisions of the Plan, Participant may, in his sole discretion, pay all or
a portion of the Option being exercised by surrender and delivery of
Shares. Any such Shares delivered in full or partial payment of the Option
Price shall be valued at the mean of the high and low closing price of the
Shares in the Applicable Market as of the date of receipt of the Shares by
the Company or, if the Shares are not then traded in an Applicable Market,
the fair market value of the Shares, as determined by the Committee, on
such date. In the sole discretion of the Committee, Participant may be
permitted to pay all or part of the Option being exercised through a
cashless exercise procedure involving a broker.
2.3. TRANSFER.
2.3.1. DELIVERY. The Company shall deliver certificates for the
Shares purchased under the Options as soon as possible after receiving
payment for the Shares and all documents required under the Plan and this
Agreement. The certificates will be made out in the name of Participant or,
if appropriate, in the name of Participant's executors, administrators, or
personal representatives.
2.3.2. COMPLIANCE WITH SECURITIES LAWS. The exercise of Options
and the issuance of Shares pursuant thereto shall be contingent upon the
prior registration of the Shares under the Securities Act of 1933 (the
"Act") and such state laws as may be applicable, or a determination by the
Company that the issuance of such Shares will be a transaction exempt from
such registration. Accordingly, the exercise of Options and the issuance of
Shares pursuant thereto may, at the election of the Company, be contingent
upon the execution and delivery by Participant of an investment letter, in
form and substance satisfactory to the Company, which sets forth certain
representations and covenants concerning Participant upon which the Company
and its legal counsel may rely in determining the availability of any
exemption from registration of the Shares under the Act and any applicable
securities laws. In the event the Shares are issued without registration,
the transferability of the Shares by Participant may be restricted, in
which event the certificate evidencing the Shares may contain a legend
stating that the Shares have not been registered and setting forth or
referring to any restrictions on the transferability and sale of the
Shares.
2.3.3. INTERPRETATION. This Agreement shall not be construed or
executed in any way which would prevent the options granted hereunder from
meeting the requirements for exemption of Section 16(b) of the Securities
and Exchange Act of 1933 or subsequent comparable statutes (the "Act"), as
set forth in Rule 16b-3 of the Act.
Section 3. TERMINATION. Each Option will lapse on the earliest of (i)
180 days after Termination of the Participant's status as a Director, or
(ii) ten years after the option was granted.
Section 4. TAX CONSEQUENCES. The Company makes no representation or
warranty regarding the tax consequences to Participant of receipt,
ownership or exercise of Options or of sales of Shares acquired upon
exercise of Options.
Section 5. PLAN TO GOVERN. This Agreement is made under the
provisions of the Plan and all of the provisions of the Plan are also
provisions of this Agreement. If there is a difference between the
provisions of this Agreement and the provisions of the Plan, then the
provisions of the Plan shall govern. By signing this Agreement, Participant
confirms that Participant has received and read a copy of the Plan attached
hereto as Exhibit A.
Section 6. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.
6.1. ADJUSTMENT FOR STOCK DIVIDEND OR STOCK SPLIT. In the event that
a stock dividend is hereafter paid on outstanding Shares in Shares, or in
the event that the number of outstanding Shares is hereafter increased as a
result of a stock split, and the Options are then unexercised, the number
of Shares subject to the Option shall thereupon be increased by that number
of Shares which would have been distributed with respect to the Shares
subject to the Options if the Shares subject to the Options had been
outstanding at the time of the stock dividend or stock split and the Option
Price shall be adjusted to reflect such increased number of Shares subject
to the Options.
6.2. ADJUSTMENT FOR REORGANIZATION OR MERGER. In the event that
outstanding Shares are hereafter changed into or exchanged for a different
number or kind of shares of stock or securities of another corporation or
corporations, whether as a result of a reorganization, recapitalization,
reclassification, merger, consolidation or otherwise, and the Options are
then unexercised, the Options and the Option Price shall thereupon be
adjusted to cover the number and kind of Shares or securities which would
have been received for the Shares subject to the Options if the Shares
subject to the Options had been outstanding at the time of such
reorganization, recapitalization, reclassification, merger, consolidation
or any other event.
6.3. ADDITIONAL ADJUSTMENTS. In the event that there is any change in
the outstanding Shares for which an adjustment is not provided by Sections
6.1. or 6.2. of this Agreement, and the Options are then unexercised, the
Committee may, in its sole discretion, require an adjustment in the number
or kind of Shares or securities subject to the Options and the Option Price
and such adjustment shall be binding and effective for all purposes hereof.
6.4. ELIMINATION OF FRACTIONAL SHARES. Any addition or adjustment
provided for in Sections 6.1, 6.2 and 6.3 hereof may be limited to the
extent necessary to prevent fractions of shares from becoming available
under the Options.
Section 7. MISCELLANEOUS.
7.1. ENTIRE AGREEMENT. This Agreement and the Plan contain all of the
understandings between the Company and Participant concerning the Options
and incorporate all understandings between the Company and Participant
concerning the Options and incorporate all earlier negotiations and
understandings. The Company and Participant have made no promises,
agreements, conditions, or understandings about the Options, either orally
or in writing, that are not included in this Agreement or the Plan.
7.2. CAPTIONS. The captions and section numbers appearing in this
Agreement are inserted only as a matter of convenience. They do not define,
limit, construe or describe the scope or intent of the provisions of this
Agreement.
7.3. COUNTERPARTS. This Agreement may be executed in counterparts,
each of which when executed by the Company and Participant shall be deemed
an original and all of which together shall be deemed the same agreement.
7.4. NOTICE. Any notice or communication having to do with the
Options or this Agreement shall be given by personal delivery or by
certified mail, return receipt requested, addressed, if to the Company,
pursuant to the notice requirements of Section 2.1 and if to Participant,
at his last known address on the records of the Company.
7.5. AMENDMENT. This Agreement may be amended as provided by the
Plan.
7.7. SUCCESSION AND TRANSFER. The provisions of this Agreement shall
be binding upon and run to the benefit of the Company and Participant and
their respective heirs, personal representatives, successors, and assigns.
However, neither this Agreement nor any other right under the Plan may be
assigned, pledged, hypothecated, given or otherwise transferred by
Participant, except as permitted by the Plan.
NAME OF PARTICIPANT ACCEL INTERNATIONAL
CORPORATION
/s/ David T. Chase /s/ Thomas H. Friedberg
- ----------------------- --------------------------------
David T. Chase Thomas H. Friedberg
Chairman of the Board, President
And Chief Executive Officer
<PAGE>
EXHIBIT B
NOTICE OF EXERCISE OF OPTION
ACCEL INTERNATIONAL CORPORATION
475 Metro Place North, Suite 150
Dublin, Ohio 43016
Attention: Nicholas Z. Alexander, Senior Vice President and Secretary
Dear Sir:
On June 16, 1998, I was granted an option under the 1996 Stock
Incentive Plan, as amended, of ACCEL INTERNATIONAL CORPORATION (the
"Company") under which I may buy a total of 10,000 shares of Common Stock,
$.10 par value of the Company ("Shares"), at a price of $3.21875 per Share.
This letter is to notify you that I wish to buy the following Shares under
the option:
___________________ Shares @ $3.21875 per Share: $_________________
Local, State and Federal Withholding Taxes
Payable to ACCEL International Corporation: $_________________
Total (payable by certified or bank check only) $
=================
Payment in full of the amounts due as listed above is included with
this notice. Please deliver the stock certificates to me as indicated
below.
Yours truly,
_____________________________
(Participant)
Name (Please Print): _________________________________________
Address: _________________________________________
_________________________________________
Area Code & Tel. No.: _________________________________________
Social Security No.: _________________________________________
