UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
ACMAT Corporation
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(Name of Issuer)
Class A Stock, no par value
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(Title of Class of Securities)
004616 20 7
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(CUSIP Number)
William H. Cuddy, Esq. (203) 275-0100
Day, Berry & Howard
CityPlace I, Hartford, Connecticut 06103-3499
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 6, 1995
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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).
Continued on the following pages.
Page 1 of 6 Pages
<PAGE>
SCHEDULE 13D
CUSIP NO. __ 004616 20 7 __ Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rhoda Chase ###-##-####_______________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ /
N/A (b)/ /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF____________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America______________________________________________
7 SOLE VOTING POWER
232,000 shares______________________________________
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0- shares__________________________________________
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 232,000 shares______________________________________
PERSON
WITH 10 SHARE DISPOSITIVE POWER
-0- shares__________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
232,000 shares of Class A Stock_______________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(11) EXCLUDES CERTAIN SHARES*
/X/
______________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11)
7.2%_________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN____________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. __ 004616 20 7 __ Page 3 of 6 Pages
STATEMENT ON SCHEDULE 13D
Item 1. Security and Issuer.
The class of equity securities to which this Statement relates is the Class A
Stock, no par value (the "Class A Stock") of ACMAT Corporation ("ACMAT"), a
Connecticut corporation, whose principal executive officers are located at 233
Main Street, New Britain, Connecticut 06050-2350.
Item 2. Identity and Background.
(a) Name:
Rhoda Chase (the "reporting person")
(b) Residence or Business Address:
96 High Ridge Road
West Hartford, Connecticut 06117
(c) Present Principal Occupation or Employment:
Not Applicable.
(d) During the past five years, the reporting person has not been convicted
in a criminal proceeding (excluding misdemeanors similar to traffic
violations).
(e) During the past five years, the reporting person has not been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction nor has she, 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 a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
(a) On January 19, 1995, the reporting person disposed of 2,000 shares of
Class A Stock in a private sale at a price of $9.50 per share.
(b) On January 24, 1995, the reporting person purchased 23,000 shares of
Class A Stock from Chase Insurance Holdings Corporation in a private sale at a
price of $9.50 per share.
(c) On February 6, 1995, the reporting person purchased 209,000 shares of
Class A Stock from Chase Insurance Holdings Corporation in a private sale at a
price of $9.50 per share.
The aggregate amount of funds used by the reporting person to purchase the
shares in (b) and (c) above was $2,204,000. Such funds were obtained from the
personal funds of the reporting person.
<PAGE>
CUSIP NO. __ 004616 20 7 __ Page 4 of 6 Pages
Item 4. Purpose of Transaction.
The reporting person desires to sell the 232,000 shares of Class A Stock
she owns of record. Based on her ongoing evaluation of the business, prospects
and financial condition of ACMAT, the market for and price of the Common Stock,
other opportunities available to her, offers for her shares of Common Stock,
general economic conditions and other future developments, the reporting person
may decide to hold for investment all or part of her present or future
beneficial holdings of Common Stock, or may decide to acquire 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 ACMAT, or
the disposition of securities of ACMAT;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving ACMAT or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of ACMAT or of
any of its subsidiaries;
(d) Any change in the present board of directors or management of
ACMAT, 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 ACMAT;
(f) Any other material change in ACMAT's business or corporate
structure;
(g) Changes in ACMAT's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of ACMAT
by any person;
(h) Causing a class of securities of ACMAT 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 ACMAT 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 232,000 shares of Class A Stock, or 7.2% of the 3,239,567 shares
of Class A Stock outstanding as of February 6, 1995.
(b) The reporting person has sole power to vote, direct the voting of,
dispose of, or direct the disposition of, the 232,000 shares of Class A Stock
owned by her.
(c) Besides the following transactions, no transactions occurred during the
past sixty days:
<PAGE>
CUSIP NO. __ 004616 20 7 __ Page 5 of 6 Pages
<TABLE>
<CAPTION>
Price Number Where and How
Character of Per of Transaction Was
Date Transaction Share Shares Effected
<C> <S> <C> <C> <S>
01/19/95 Disposition by $9.50 2,000 Private Sale
the reporting
person
01/24/95 Sale by Chase $9.50 23,000 Private Sale
Insurance Holdings
Corporation to the
reporting person
02/06/95 Sale by Chase $9.50 209,000 Private Sale
Insurance Holdings
Corporation to the
reporting person
</TABLE>
(d) Not applicable.
(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>
CUSIP NO. __ 004616 20 7 __ Page 6 of 6 Pages
SIGNATURE
After reasonable inquiry and to the best of her knowledge and belief, the
reporting person certifies that the information set forth in this statement is
true, complete and correct.
Date: February 16, 1995
By /s/ Rhoda Chase
Name: Rhoda Chase
