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. 5)*
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 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).
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CUSIP No. 004299 10 3 13D 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
NUMBER OF 2,000,000 shares (See Row 11 below)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0 shares
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 880,000 shares, all of which are temporarily on loan to
David T. Chase
10 SHARED DISPOSITIVE POWER
1,120,000 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000,000 shares, 880,000 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)
23.4% or 13.1% (See Row 11 above)
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
AMENDMENT NO. 5 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, Amendment No. 3 thereto dated November 20, 1997, and Amendment No. 4
thereto dated February 10, 1998 (collectively, 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 previously loaned 1,000,000 shares of Common Stock to her
spouse, David T. Chase, pursuant to a loan agreement (the "DTC Loan
Agreement") dated December 24, 1997, between the reporting person and
David T. Chase. On April 1, 1998, David T. Chase returned to the reporting
person 120,000 of such shares. The terms of the DTC Loan Agreement are
more fully described in the Prior Schedule 13D. The 120,000 shares of
Common Stock returned to the reporting person were deposited by the
reporting person into the brokerage account to which the Trading
Authorization (the "Trading Authorization") described in the Prior Schedule
13D relates.
As more fully described in the Prior Schedule 13D, the reporting
person had previously loaned 335,000 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
letter agreements dated July 31, 1997 and January 14, 1998, between the
reporting person and IHLP (the "IHLP Loan Agreement"). On January 19,
1999, IHLP returned to the reporting person the 335,000 shares of Common
Stock which it had borrowed under such agreement. The terms of the IHLP
Loan Agreement are more fully described in the Prior Schedule 13D. The
335,000 shares of Common Stock returned to the reporting person on
January 19, 1999 were deposited by the reporting person into the brokerage
account to which the Trading Authorization 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 23.4% 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), except to the extent that the
reporting person is deemed to have temporarily transferred beneficial
ownership of 880,000 shares of Common Stock to David T. Chase pursuant to
the DTC 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 13.7% of the shares
of Common Stock reported to be outstanding as of October 31, 1998, 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 October 31, 1998, owned by Sandra M. Chase, the spouse
of Arnold L. Chase, (iii) 1,167,824 shares of Common Stock, or 13.7% of the
shares of Common Stock reported to be outstanding as of October 31, 1998,
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) 7,500 shares of Common Stock, or
less than 0.1% of the shares of Common Stock reported to be outstanding as
of October 31, 1998, 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 the reporting person has temporarily transferred to David T.
Chase the sole power to vote or to direct the vote of the 880,000 shares of
Common Stock on loan to David T. Chase during the term of the DTC Loan
Agreement, as described in greater detail in 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 1,120,000 of the
shares of Common Stock owned by her with David T. Chase. The reporting
person has the sole power to dispose or direct the disposition of 880,000
of the shares of Common Stock owned by her, except to the extent that she
has temporarily transferred to David T. Chase the sole power to dispose or
direct the disposition of such 880,000 shares of Common Stock during the
term of the DTC Loan Agreement, as described in greater detail 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, 1,120,000 of
the shares of Common Stock owned by the reporting person. As described in
greater detail in the Prior Schedule 13D and 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 880,000 shares of Common Stock loaned by the
reporting person to David T. Chase. 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.
As described in greater detail in the Prior Schedule 13D, the
reporting person has previously loaned 1,000,000 shares of Common Stock to
David T. Chase pursuant to the DTC Loan Agreement. On April 1, 1998, David
T. Chase returned 120,000 of such shares of Common Stock to the reporting
person. The 120,000 shares of Common Stock returned to the reporting
person were deposited by the reporting person into the brokerage account to
which the Trading Authorization relates. 880,000 shares of Common Stock
remain on loan to David T. Chase pursuant to the DTC Loan Agreement, and
the terms of the DTC Loan Agreement, described in greater detail in the
Prior Schedule 13D, otherwise remain unchanged.
The foregoing description of the DTC Loan Agreement and the Trading
Authorization is subject to, and is qualified in its entirety by reference
to, the DTC Loan Agreement and the 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, the
reporting person had previously loaned 335,000 shares of Common Stock to
IHLP pursuant to the IHLP Loan Agreement. On January 19, 1999, IHLP
returned to the reporting person the 335,000 shares of Common Stock which
were on loan pursuant to such agreement. Such shares of Common Stock were
deposited by the reporting person into the brokerage account to which the
Trading Authorization relates.
The foregoing description of the IHLP Loan Agreement and the Trading
Authorization is subject to, and qualified in its entirety by reference to,
the IHLP Loan Agreement and the Trading Authorization, which have been
filed as exhibits to the Prior 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) promulgated thereunder.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
None
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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/ Rhoda L. Chase
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Rhoda L. Chase
