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. 1){1}
@Entertainment, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
045920 10 5
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(CUSIP Number)
Terry Kasuga
Chase Enterprises
One Commercial Plaza, Hartford, Connecticut 06103-3585
(860) 549-1674
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 22, 1998
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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 this 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)
- ----------------------
{1} 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 the disclosures provided in a prior cover
page.
The information required in 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 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).
<PAGE>
CUSIP No. 045920 10 5 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*
PF
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 500,000 shares
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0 shares
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 500,000 shares
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
AMENDMENT NO. 1 TO STATEMENT ON SCHEDULE 13D
The reporting person hereby amends in part her Statement on
Schedule 13D dated September 4, 1998 (the "Initial Schedule 13D"), with
respect to the common stock, par value $.01 per share (the "Common Stock"),
of @Entertainment, Inc., a Delaware corporation (the "Company"). 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.
The reporting person purchased an aggregate of 470,000 shares of
Common Stock in open market transactions from October 19, 1998 through
October 22, 1998. All such transactions are set forth on Schedule I
hereto, which is incorporated herein by reference. The aggregate
consideration (including commissions) for such purchases was $1,998,338.69.
The funds to purchase such shares of Common Stock were personal funds of
the reporting person.
Item 4. Purpose of Transaction.
The reporting person is holding the 500,000 shares of Common Stock
owned by her for investment purposes. Based on the reporting person's
ongoing evaluation of the business, prospects and financial condition of
the Company, the market for and price of the Common Stock, other
opportunities available to the reporting person, offers for her shares of
Common Stock, general economic conditions and other future developments,
the reporting person reserves the right to change her plans and intentions
at any time, as she deems appropriate. In particular, the reporting person
may decide to sell or seek the sale of all or part of her present or future
beneficial holdings of Common Stock, or may decide to acquire additional
Common Stock, or securities convertible into or exchangeable for Common
Stock, either in the open market, in private transactions, or by any other
permissible means. The reporting person may also decide to enter into
derivative transactions relating to the Common Stock. Any such
transactions may be effected at any time and from time to time.
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
the Company, or the disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Company or any of its subsidiaries;
(d) Any change in the present board of directors or management
of the Company, 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 the Company;
(f) Any other material change in the Company's business or
corporate structure;
(g) Changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person;
(h) Causing a class of securities of the Company 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 the Company 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 beneficially owns
500,000 shares of Common Stock, representing approximately 1.5% of the
33,310,000 shares of Common Stock reported to be outstanding as of June 30,
1998 (as reported in the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1998).
This schedule does not relate to, and, 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 she
is, for purposes of Section 13(d) or 13(g) of the Exchange Act, the
beneficial owner of, any of the (i) 10,303,000 shares of Common Stock, or
approximately 30.9% of the shares of Common Stock reported to be
outstanding, owned by Polish Investments Holding L.P. or (ii) 733,000
shares of Common Stock, or approximately 2.2% of the shares of Common Stock
reported to be outstanding, owned by the Cheryl A. Chase Marital Trust.
Arnold L. Chase, the reporting person's son, may be deemed to be a
beneficial owner of the shares of Common Stock referred to in clause (i) of
the immediately preceding sentence, and Cheryl A. Chase, the reporting
person's daughter, may be deemed to be a beneficial owner of the shares of
Common Stock referred to in clauses (i) and (ii) of the immediately
preceding sentence.
(b) The reporting person has the sole power to vote, direct the vote
of, dispose of and direct the disposition of the 500,000 shares of Common
Stock owned by her.
(c) All transactions in the Common Stock effected by or on behalf of
the reporting person since the filing of the Initial Schedule 13D are
described on Schedule I hereto, which is incorporated herein by reference.
All such transactions were open market purchases of Common Stock.
(d) No other 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.
<PAGE>
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: October ___, 1998
________________________________
Rhoda L. Chase
<PAGE>
SCHEDULE I
Transactions in @Entertainment, Inc.
Common Stock by Rhoda L. Chase
<TABLE>
<CAPTION>
Date Action Price Shares
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<S> <C> <C> <C>
10/19/98 Buy $ 4.625 100,000
10/20/98 Buy $ 4.375 100,000
10/20/98 Buy $4.3125 10,000
10/21/98 Buy $ 4.25 10,000
10/22/98 Buy $3.9375 250,000
TOTAL 470,000
</TABLE>
