UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
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/ /. (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*
/ /
______________________________________________________________________
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
AMENDMENT NO. 1 TO
STATEMENT ON SCHEDULE 13D
Rhoda Chase (the "reporting person") hereby amends in part and
supplements her Statement on Schedule 13D dated February 6, 1995 (the
"Schedule 13D") with respect to the Class A Stock, no par value (the
"Class A Stock"), of ACMAT Corporation ("ACMAT"), a Connecticut
corporation, whose principal executive offices are located at 233 Main
Street, New Britain, Connecticut 06050-2350. The reporting person is
filing this Amendment No. 1 to correct certain information contained in
the cover page and Items 3, 4 and 5 that were inadvertently reported
incorrectly in the reporting person's Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
(a) On December 16, 1994, the reporting person purchased 2,000 shares
of Class A Stock at a price of $9.50 per share.
(b) On January 11, 1995, the reporting person purchased 2,000 shares
of Class A Stock at a price of $9.50 per share.
(c) 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.
(d) On January 24, 1995, the reporting person purchased 21,000 shares
of Class A Stock from Chase Insurance Holdings Corporation in a private
sale at a price of $9.50 per share.
(e) 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 (a), (b), (d), and (e) above was $2,375,000. Such funds
were obtained from the personal funds of the reporting person.
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 Class A Stock, other opportunities available to her, offers for her
shares of Class A 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 Class A Stock, or
may decide to acquire additional Class A 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;
<PAGE>
CUSIP NO. __ 004616 20 7 __ Page 4 of 6 Pages
(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:
<TABLE>
<CAPTION>
Price Number Where and How
Character of Per of Transaction Was
Date Transaction Share Shares Effected
<C> <S> <C> <C> <S>
12/16/94 Sale by Chase $9.50 2,000 Private
Insurance Holding Acquisition
Corporation to the
reporting person
01/11/95 Sale by Chase $9.50 2,000 Private
Insurance Holdings Acquisition
Corporation to the
reporting person
01/19/95 Disposition by $9.50 2,000 Private Sale
the reporting
person
<PAGE>
CUSIP NO. __ 004616 20 7 __ Page 5 of 6 Pages
01/24/95 Sale by Chase $9.50 21,000 Private
Insurance Holdings Acquisition
Corporation to the
reporting person
02/06/95 Sale by Chase $9.50 209,000 Private
Insurance Holdings Acquisition
Corporation to the
reporting person
(d) Not applicable.
(e) Not applicable.
</TABLE>
<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
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Name: Rhoda Chase
