UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
ACMAT Corporation
-----------------------------------------------------------------------
(Name of Issuer)
Class A Stock, no par value
---------------------------------------------------------------------
(Title of Class of Securities)
004616 20 7
----------------------------------------------
(CUSIP Number)
William H. Cuddy, Esq. (203) 275-0100
Day, Berry & Howard
CityPlace I, Hartford, Connecticut 06103-3499
- ------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 24, 1995
----------------------------------------------
(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 5 Pages
<PAGE>
SCHEDULE 13D
CUSIP NO. __ 004616 20 7 __ Page 2 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
D.T. Chase Enterprises, Inc.
06-0892627___________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ /
(b)/X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut __________________________________________________________
7 SOLE VOTING POWER
0 shares
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0 shares
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0 shares
PERSON
WITH 10 SHARE DISPOSITIVE POWER
0 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 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)
0%
14 TYPE OF REPORTING PERSON*
CO,HC______________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. __ 004616 20 7 __ Page 3 of 5 Pages
AMENDMENT NO. 1 TO
STATEMENT ON SCHEDULE 13D
D.T. Chase Enterprises, Inc. (the "reporting person") hereby amends in part
and supplements its statement on Schedule 13D dated December 29, 1993 (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
because the percentage of its beneficial ownership of the Class A Stock has
changed as a result of the disposition of 257,500 shares of Class A Stock by
Chase Insurance Holdings Corporation ("CIHC"), to the extent the reporting
person shared voting or dispositive powers with respect to such shares by
reason of its affiliation to CIHC as described in the reporting person's
Schedule 13D, as detailed below in Item 3.
Item 3. Source and Amount of Funds or Other Consideration.
CIHC disposed of 257,500 shares of Class A Stock as follows:
(a) On June 14, 1994, CIHC sold 5,000 shares of Class A Stock in the open
market at a price of $9.375 per share;
(b) On July 1, 1994, CIHC sold 10,000 shares of Class A Stock in the open
market at a price of $9.25 per share;
(c) On July 1, 1994, CIHC sold 5,000 shares of Class A Stock in the open
market at a price of $9.50 per share;
(d) On November 14, 1994, CIHC made a charitable contribution of 3,500
shares of Class A Stock;
(e) On December 16, 1994, CIHC disposed of 2,000 shares of Class A Stock in
a private sale at a price of $9.50 per share;
(f) On January 11, 1995, CIHC disposed of 2,000 shares of Class A Stock in a
private sale at a price of $9.50 per share;
(g) On January 24, 1995, CIHC disposed of 21,000 shares of Class A Stock in
a private sale at a price of $9.50 per share;
(h) On February 6, 1995, CIHC disposed of 209,000 shares of Class A Stock in
a private sale at a price of $9.50 per share.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, CIHC owns of record and beneficially 0 shares of
Class A Stock, or 0% of the 3,239,567 shares of Class A Stock outstanding as of
February 6, 1995.
(b) The reporting person has no power to vote, direct the voting of, dispose
of, or direct the disposition of, any shares of Class A Stock.
<PAGE>
CUSIP NO. __ 004616 20 7 __ Page 4 of 5 Pages
(c) Besides the following transaction, 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
<PAGE>
<C> <S> <C> <C> <S>
12/16/94 Disposition by CIHC $9.50 2,000 Private Sale
1/11/95 Disposition by CIHC $9.50 2,000 Private Sale
1/24/95 Disposition by CIHC $9.50 21,000 Private Sale
2/6/95 Disposition by CIHC $9.50 209,000 Private Sale
</TABLE>
(d) Not applicable.
(e) The reporting person ceased to be the beneficial owner of more than 5%
of the Class A Stock, to the extent the reporting person shared voting or
dispositive powers with respect to the Class A Stock owned by CIHC, as
described in the reporting person's Schedule 13D, on February 6, 1995.
<PAGE>
CUSIP NO. __ 004616 20 7 __ Page 5 of 5 Pages
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
reporting person certifies that the information set forth in this statement is
true, complete and correct.
Date: February 17, 1995 D. T. Chase Enterprises, Inc.
By /s/ Cheryl Chase Freedman
Name: Cheryl Chase Freedman
Title: Executive Vice President
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
ACMAT Corporation
-----------------------------------------------------------------------
(Name of Issuer)
Class A Stock, no par value
---------------------------------------------------------------------
(Title of Class of Securities)
004616 20 7
----------------------------------------------
(CUSIP Number)
William H. Cuddy, Esq. (203) 275-0100
Day, Berry & Howard
CityPlace I, Hartford, Connecticut 06103-3499
- ------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 29, 1993
----------------------------------------------
(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 /X/.
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 32 Pages
<PAGE>
SCHEDULE 13D
CUSIP NO. __ 004616 20 7 __ Page 2 of 32 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
D.T. Chase Enterprises, Inc.
06-0892627___________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ /
(b)/X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut __________________________________________________________
7 SOLE VOTING POWER
-0- shares (see Row 11 below and Items 2, 4 and 6)__
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0- shares (see Row 11 below and Items 2, 4 and 6)__
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0- shares (see Row 11 below and Items 2, 4 and 6)__
PERSON
WITH 10 SHARE DISPOSITIVE POWER
-0- shares (see Row 11 below and Items 2, 4 and 6)__
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares except to the extent that the reporting person shares voting or
dispositive power with respect to 257,500 shares of Class A Stock owned
by Chase Insurance Holdings Corporation by reason of the affiliations
described in Items 2, 4 and 6.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(11) EXCLUDES CERTAIN SHARES*
/X/
______________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11)
0% or 7.5% (see Row 11 above and Items 2, 4 and 6)___________________
14 TYPE OF REPORTING PERSON*
CO,HC_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. __ 004616 20 7 __ Page 3 of 32 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 offices are located at 233
Main Street, New Britain, Connecticut 06050-2350.
Item 2. Identity and Background.
(a)-(c) Name: D.T. Chase Enterprises, Inc. ("the reporting person")
Residence or Business Address:
One Commercial Plaza
Hartford, Connecticut 06103
Present Principal Occupation or Employment:
The reporting person is a holding company which invests in marketable and
other securities. The reporting person has a wholly-owned subsidiary, American
Ranger, Inc. ("ARI"), which owns 100% of the common stock of Chase Insurance
Holdings Corporation ("CIHC"), which invests in marketable and other
securities. ARI and CIHC are described further in Item 6 below.
The information required by subsections (a) through (c) of this Item 2 with
respect to the executive officers and directors of the reporting person as of
the date hereof, is incorporated herein by reference to such information in
Exhibit A filed herewith.
(d) During the past five years, the reporting person has not be convicted in
a criminal proceeding (excluding misdemeanors similar to traffic violations).
During the past five years, none of the executive officers or directors of the
reporting person has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(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 it, 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. During the past five years, none of
the executive officers or directors of the reporting person has been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction, nor has any of them, 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 violations with respect to such laws.
(f) Citizenship: The reporting person is a Connecticut corporation. Each
of the executive officers and directors of the reporting person is a citizen
of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
<PAGE>
CUSIP NO. __ 004616 20 7 __ Page 4 of 32 Pages
On December 29, 1993, in accordance with a Share Purchase Agreement dated
December 23, 1993 among ARI, CIHC and Fairfax Financial Holdings Limited
("Fairfax"), providing for the sale by CIHC to Fairfax of all of the capital
stock of Ranger Insurance Company ("Ranger"), CIHC purchased 257,500 shares of
Class A Stock from Ranger. (Ranger had previously reported its ownership of
these shares on a Statement on Schedule 13G, and ARI and CIHC had previously
reported their relationship to Ranger and these shares on Statements on
Schedule 13G. On March 17, 1993 the reporting person acquired all of the
issued and outstanding capital stock of ARI.) Ranger sold the 257,000 shares
of Class A Stock to CIHC in partial consideration of a non-interest bearing
demand promissory note in the principal amount of $72,443,515, payable on the
earlier of the Closing Date of the sale of Ranger's capital stock to Fairfax
and January 31, 1994. In order to secure this note, CIHC collaterally assigned
and transferred and granted to Ranger a security interest in the 257,500 shares
of Class A Stock along with other investments. On January 6, 1994, CIHC sold
the capital stock of Ranger to an affiliate of Fairfax, and the promissory note
was paid and the collateral assignment and security agreement ceased to be
effective. (As of that date the agreements referred to in previous statements
on Schedule 13G under which ARI had certain conditional rights to a portion of
the income derived by Ranger from its investment in such 257,500 shares were
also terminated.)
Item 4. Purpose of Transaction.
To the best knowledge of the reporting person, CIHC desires to sell the
257,500 shares of Class A Stock it owns of record in a public offering or by
other means. Based on CIHC's 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 it, offers for its shares of Class A Stock,
general economic conditions and other future developments, CIHC may decide to
hold for investment all or part of its 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, neither the reporting person,
or, to the best knowledge of the reporting person, CIHC, has 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
<PAGE>
CUSIP NO. __ 004616 20 7 __ Page 5 of 32 Pages
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, CIHC owns a record and beneficially 257,500
shares of Class A Stock, or 7.5% of the 3,442,751 shares of Class A Stock
outstanding as of January 31, 1994.
(b) The reporting person has sole power to vote, direct the voting of,
dispose of, or direct the disposition of, the 257,500 shares of Class A Stock
owned by it, except to the extent that the reporting person shares voting or
dispositive power with respect to such 257,500 shares with CIHC by reason of
the affiliations described herein.
(c) Besides the following transaction, 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>
12/29/93 Sale by Ranger $9.50 257,500 Private Sale
Insurance Company
to CIHC
</TABLE>
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
David T. Chase, his son, Arnold L. Chase, and his daughter, Cheryl Chase
Freedman, are the directors and three of the executive officers of the
reporting person, the directors and executive officers of ARI and the directors
and executive officers of CIHC. All of the outstanding stock of the reporting
person is owned by David T. Chase (20.89%), Rhoda L. Chase (2.87%), Connecticut
Financial Associates Limited Partnership ("CFA," a Connecticut partnership
owned 99% by David T. Chase and 1% by his spouse, Rhoda L. Chase) (14.97%),
Arnold L. Chase (8.75%), Cheryl Chase Freedman (16.15%), five trusts for the
benefit of Arnold L. Chase's children and two trusts for the benefit of Arnold
L. Chase, his spouse and/or his children of which Stanley N. Bergman and Arnold
L. Chase are co-trustees (18.185% in the aggregate), and five trusts for the
benefit of Cheryl Chase Freedman's children and two trusts for the benefit of
Cheryl Chase Freedman, her spouse and/or her children of which Stanley N.
Bergman and Cheryl Chase Freedman are co-trustees (18.185% in the aggregate).
Also on January 6, 1994, CIHC pledged the 257,500 shares of Class A Stock to
Delaware National Investments Limited Partnership, an affiliate of DTCE, to
secure revolving loans.
<PAGE>
CUSIP NO. __ 004616 20 7 __ Page 6 of 32 Pages
Other than the foregoing, the reporting person knows of no contracts,
arrangements, understandings or relationships (legal or otherwise) between any
of the persons named in Item 2 and any other person with respect to any
securities of ACMAT, 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 of the foregoing
persons or with any other person or entity for the purpose of acquiring,
holding, voting or disposing of shares of Class A Stock and the reporting
person disclaims membership in any "group" with respect to the Class A Stock
for purposes of Section 13(d)(3) of the Exchange Act or Rule 13d-5(b)(1)
adopted thereunder.
Item 7. Material to be Filed as Exhibits.
A. Identity and Background of Executive
Officers and Directors . . . . . . . . . . Page 8
B. Stock Purchase Agreement
Dated December 29, 1993. . . . . . . . . . Pages 9-10
C. Non-Interest Bearing Promissory Note
Dated December 29, 1993. . . . . . . . . . Page 11
D. Collateral Assignment and Security
Agreement Dated as of December 30,
1993. . . . . . . . . . . . . . . . . . . . Pages 12-13
E. Revolving Loan Note (Secured)
Dated as of January 6, 1994 . . . . . . . . Pages 14-16
F. Loan and Security Agreement
Dated as of January 6, 1994. . . . . . . . . Pages 17-32
<PAGE>
CUSIP NO. __ 004616 20 7 __ Page 7 of 32 Pages
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
reporting person certifies that the information set forth in this statement is
true, complete and correct.
Date: March 31, 1994 D. T. Chase Enterprises, Inc.
By /s/ Cheryl Chase Freedman
Name: Cheryl Chase Freedman
Title: Executive Vice President
