April 7, 1994
VIA WIRE TRANSMISSION
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Schedule 13D Statement Regarding
Securities of The Advest Group, Inc.
(the "Company")
Ladies and Gentlemen:
Attached for filing pursuant to Rule 13d-2 under the Securities Exchange
Act of 1934, as amended, please find one manually-executed original of
Statement on Schedule 13D of American Ranger, Inc. with respect to securities
of the Company. A payment in the amount of $100.00 has been sent by wire
transfer to the designated account at Mellon Bank in Pittsburgh, Pennsylvania
for the filing fee.
Very truly yours,
William H. Cuddy
WHC/mld
Enclosures
cc: Mr. John P. Reddin
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
The Advest Group, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
007566 10 2
(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.
<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>
SCHEDULE 13D
CUSIP NO. 007566 10 2
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
American Ranger, Inc.
52-1488240
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
Delaware
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 452,872 shares 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 5.1% (see Row 11 above and Items 2, 4 and 6)
14 TYPE OF REPORTING PERSON*
CO, HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
STATEMENT ON SCHEDULE 13D
Item 1. Security and Issuer.
The class of equity securities to which this Statement relates is the
common stock, par value $0.01 per share (the "Common Stock") of The Advest
Group, Inc. ("Advest"), a Delaware corporation, whose principal executive
offices are located at One Commercial Plaza, Hartford, Connecticut 06103.
Item 2. Identity and Background.
(a) - (c) Name: American Ranger, 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. D. T. Chase Enterprises, Inc. ("DTCE"), a holding company
which invests in marketable and other securities, owns 100% of the common stock
of the reporting person. The reporting person has a wholly-owned subsidiary,
Chase Insurance Holdings Corporation ("CIHC"), which invests in marketable and
other securities. DTCE 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 been
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 or 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 Delaware corporation. Each
of the executive officers and directors of the reporting person is a citizen of
the United States of America.
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
On December 29, 1993, in accordance with a Share Purchase Agreement dated
December 23, 1993 among the reporting person, 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
452,872 shares of Common Stock from Ranger. (Ranger had previously reported
its ownership of these shares on a Statement on Schedule 13G, and the reporting
person and CIHC had also previously reported their relationship to Ranger and
these shares on Statements on Schedule 13G. On March 17, 1993, DTCE acquired
all of the issued and outstanding capital stock of the reporting person.)
Ranger sold the 452,872 shares of Common Stock to CIHC in partial consideration
of a non-interest bearing demand promissory note in the principal amount of
$12,058,777, 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 452,872 shares of Common Stock along with other investments.
On December 29, 1993 CIHC resold the 452,872 shares of Common Stock to Ranger
in return for the cancellation of the promissory note 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 the
reporting person had certain conditional rights to a portion of the income
derived by Ranger from its investment in such 452,872 shares were also
terminated.)
Item 4. Purpose of Transaction.
To the best knowledge of the reporting person, CIHC acquired the 452,872
shares of Common Stock for purposes of resale to Ranger in connection with the
transaction with Fairfax described in Item 3.
Item 5. Interest in Securities of the Issuer.
(a)(i) As of December 29, 1993, before the resale to Ranger, CIHC owned
of record and beneficially 452,872 shares of Common Stock, or 5.1% of the
8,944,017 shares of Common Stock outstanding as of December 13, 1993, as
reported in Advest's proxy statement for its 1994 Annual Meeting of
Stockholders.
(ii) 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 it is, for the purposes of Section 13(d) or
Section 13(g) of the Exchange Act, the beneficial owner of any of the 121,000
shares of Common Stock, or 1.4% of the shares of Common Stock outstanding as of
December 13, 1993, owned by the D&L Trust, the beneficiary of which is Roger M.
Freedman, the spouse of Cheryl Chase Freedman, and the trustee of which is
Rothschild Trust Cayman Limited.
(b) The reporting person has no power to vote, direct the voting of,
dispose of, or direct the disposition of, the 452,872 shares of Common Stock
owned by CIHC, except to the extent that the reporting person shares voting or
dispositive power with respect to such 452,872 shares with DTCE and CIHC by
reason of the affiliations described herein.
<PAGE>
(c) Besides the following transaction, no other transactions occurred
during the past sixty days:
Price Number Where and How
Character of Per of Transaction Was
Date Transaction Share Shares Effected
12/29/93 Sale by Ranger $6.63 452,872 Private Sale
Insurance Company
to CIHC
(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 executive officers of the reporting person, the
directors and three of the executive officers of DTCE 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).
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 Advest, 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 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 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
<PAGE>
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
<PAGE>
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 American Ranger, Inc.
By /s/ Cheryl Chase Freedman
Name: Cheryl Chase Freedman
Title: Executive Vice President
<TABLE>
EXHIBIT A
IDENTITY AND BACKGROUND OF DIRECTORS AND EXECUTIVE OFFICERS
OF
AMERICAN RANGER, INC.
<CAPTION>
Percentage
Titles At Aggregate # of Common
Residence or Principal Occupation American of Shares of Stock
Name Business Address or Employment Ranger, Inc. Common Stock Owned Owned
<S> <C> <C> <C> <C> <C>
David T. Chase c/o Chase Enterprises Chairman of the Board of Chairmain of the Board of None 0
One Commercial Plaza Directors and President, Directors, President and
Hartford, CT 06103 Chase Enterprises Treasurer
Cheryl Chase c/o Chase Enterprises Executive Vice President, Director, Executive Vice None 0
Freedman One Commercial Plaza Chase Enterprises President and Secretary
Hartford, CT 06103
Arnold L. Chase c/o Chase Enterprises Executive Vice President, Director, Executive Vice None 0
One Commercial Plaza Chase Enterprises President
Hartford, CT 06103
</TABLE>
EXHIBIT B
Stock Purchase Agreement
For and in consideration of the cancellation of a Promissory Note
dated December 29, 1993, in the amount of Twelve Million Fifty-Eight Thousand
Seven Hundred Seventy-Seven Dollars ($12,058,777) from CHASE INSURANCE HOLDINGS
CORPORATION ("Seller") c/o Chase Enterprises, One Commercial Plaza, Hartford,
Connecticut 06103, to RANGER INSURANCE COMPANY ("Buyer"), 10777 Westheimer
Road, Houston, Texas 77042, Seller hereby agrees to sell, assign, transfer, and
set over to Buyer, its successors and assigns: (1) Four Hundred Fifty-Two
Thousand Eight Hundred Seventy-Two (452,872) Shares of the Capital Stock of The
Advest Group, Inc., represented by Certificate Nos. ; and (2) Four Hundred
Two Thousand Six Hundred (402,600) Shares of the Capitol Stock of Bank of
Boston Corporation, represented by Certificate Nos. .
Seller warrants that such stock now stands in its name on the books
of the corporation, that it is the beneficial owner of said stock with good,
valid and transferable title thereto, free of any security interest, lien,
charge, pledge, encumbrance, mortgage, advice, claim or title retention
agreement of any nature or kind and that all assessments to date are paid upon
said shares. Except as set forth in the prior sentence, this assignment is
made without recourse to and without covenant or warranty by Seller. Buyer
agrees to purchase said shares for the consideration set forth above.
This Agreement shall be construed in accordance with the laws of the
State of Connecticut without regard to the principles of conflicts of laws
thereto.
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Stock Purchase
Agreement at Hartford, Connecticut, on December 29, 1993.
CHASE INSURANCE HOLDINGS CORPORATION
By: /s/ Arnold L. Chase
Arnold L. Chase, Executive Vice President
RANGER INSURANCE COMPANY
/s/ Thomas D. Nimmo
CFO
[NOTARIZATION]
<PAGE>
EXHIBIT C
SPECIMEN
CHASE INSURANCE HOLDINGS CORPORATION
NON-INTEREST BEARING PROMISSORY NOTE
$12,058,777 December 29, 1993
Hartford, Connecticut
FOR VALUE RECEIVED, CHASE INSURANCE HOLDINGS CORPORATION ("Maker"), a
Delaware corporation having its principal office in Hartford, Connecticut,
hereby promises to pay to the order of RANGER INSURANCE COMPANY ("Holder"), a
Delaware corporation, or its successors and assigns, the principal sum of
TWELVE MILLION FIFTY-EIGHT THOUSAND SEVEN HUNDRED SEVENTY-SEVEN DOLLARS
(12,058,777), without interest, on the earlier of (a) the Closing Date as
defined in that certain Share Purchase Agreement dated December 23, 1993, among
Maker, American Ranger, Inc. and Fairfax Financial Holdings Limited, and (b)
January 31, 1994.
All payments hereunder shall be payable in immediately available
funds in lawful money of the United States of America by wire transfer to
Holder's (or its nominee's) account at any bank or trust company in the United
States of America, as designated in writing by Holder to Maker.
No amendment or waiver of any provision of this Note, nor consent to
any departure by Maker herefrom, shall in any event be effective unless the
same shall be in writing and signed by Maker and Holder, and then such waiver
or consent shall be effective only in the specific instance and for the
specific purpose for which given.
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF CONNECTICUT. In relation to any legal action or
proceeding arising out of or in connection with this Note, Maker irrevocably
submits to the nonexclusive jurisdiction of the United States District Court
for the District of Connecticut, or in the event such jurisdiction is
unavailable, of the State Courts of Connecticut for the Hartford-New Britain
Judicial District, and other courts of Connecticut and the United States with
jurisdiction to hear appeals from such courts, and irrevocably waives any
objection it may now or hereafter have as to the venue of any such suit, action
or proceeding brought in such a court or that such court is an inconvenient
forum.
This Note shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and assigns.
IN WITNESS WHEREOF, Maker has duly executed this Note, as of the date
first above written.
CHASE INSURANCE HOLDINGS
CORPORATION
By /s/ Arnold L. Chase
Name: Arnold L. Chase
Title: Executive Vice President
<PAGE>
EXHIBIT D
COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT
COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT, dated as of December
30, 1993 between Chase Insurance Holdings Corporation, c/o Chase Enterprises,
One Commercial Plaza, Hartford, Connecticut 06103 ("Debtor"), a Delaware
corporation, and Ranger Insurance Company, 10777 Westheimer Road, Houston,
Texas 77042 ("Secured Party"), a Delaware corporation.
WHEREAS, Secured Party shall transfer certain assets, the Transferred
Investments (as defined in the Share Purchase Agreement described below) to
Debtor in accordance with the terms and conditions of that certain Share
Purchase Agreement dated December 23, 1993, among Debtor, American Ranger, Inc.
and Fairfax Financial Holdings Limited ("Fairfax"), which transfers all the
outstanding shares of Secured Party from Debtor to Fairfax;
WHEREAS, in consideration for the transfer of the Transferred
Investments, Debtor will execute and deliver two non-interest bearing
promissory notes in the principal amounts of $72,443,515 (the "First Note") and
$12,058,777 (the "Second Note", collectively with the First Note, the "Notes");
WHEREAS, a condition of the transfer is a grant by Debtor to Secured
Party of a security interest in the Transferred Investments;
NOW THEREFORE, Debtor and Secured Party agree as follows:
To secure payment and performance pursuant to the First Note, Debtor
hereby collaterally assigns and transfers and grants, without recourse, to
Secured Party a security interest in the property set forth in Part A of the
Schedule attached hereto; and
To secure payment and performance pursuant to the Second Note, Debtor
hereby collaterally assigns and transfers and grants, without recourse, to
Secured Party a security interest in the property set forth in Part B of the
Schedule attached hereto.
Default in payment or performance of the foregoing obligations shall
constitute a default hereunder and Secured Party may immediately declare the
foregoing obligations due and payable and shall have all the remedies of a
secured party under the Uniform Commercial Code of the State of Connecticut.
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF CONNECTICUT.
Secured Party: Debtor:
RANGER INSURANCE COMPANY CHASE INSURANCE HOLDINGS
CORPORATION
By: /s/ Thomas D. Nimmo 12/29/93 By: /s/ Arnold L. Chase
Name: Name: Arnold L. Chase
Title: CFO Title: Executive Vice President
[Notarization]
<PAGE>
SCHEDULE
TRANSFERRED INVESTMENTS
Part A Purchase Price
HLO Mortgage (excluding dividend portion) (1) $ 3,000,000
Rainbow Springs Mortgage (1) 20,382,000
SAFE (3) 4,127,000
World Cable (4) 8,500,000
New Haven (2) 8,163,881
AESOP (2) 2,281,574
Pratt Street (1) 5,032,892
Accel Notes (3) 5,822,000
Accel Stock (1,823,454 shares) (3) 6,610,021
Acmat Stock (263,500 Class A shares) (3) 2,503,250
Part B
Bank of Boston Shares (402,600) (3) 9,058,500
The Advest Group Shares (452,872 shares) (3) 3,000,277
References
(1) Mortgage Loans on Real Estate
(2) Investments in Partnerships
(3) Common Stocks
(4) Preferred Stock
(5) Note Receivable
