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}
First International Bancorp., Inc.
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(Name of Issuer)
Common Stock, par value $.10 per share
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(Title of Class of Securities)
320 54Q 100
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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)
May 19, 1999
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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 8 Pages)
**FOOTNOTES**
{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. 320 54Q 100 13D Page 2 of 8 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 1,583,000 shares
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0 shares
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,583,000 shares
10 SHARED DISPOSITIVE POWER
0 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,583,000 shares (Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.4%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer.
The class of equity securities to which this Statement on
Schedule 13D relates is the common stock, par value $.10 per share (the
"Common Stock"), of First International Bancorp., Inc. (the "Company"), a
Delaware corporation whose principal executive offices are located at One
Commercial Plaza, Hartford, Connecticut 06103-3585.
Item 2. Identity and Background.
(a) Name:
Rhoda L. Chase
(b) Residence or business address:
96 High Ridge Road
West Hartford, Connecticut 06117
(c) Present Principal Occupation or Employment:
None.
(d) During the past five years, the reporting person has not 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 an administrative body of
competent jurisdiction and as a result of such proceeding is or was 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.
On May 4, 1999, the reporting person purchased 10,000 shares of
Common Stock in an open market transaction at a purchase price of $8.613
per share. The aggregate consideration (including commissions) for such
purchases was $86,925. The funds to purchase such shares of Common Stock
were personal funds of the reporting person.
On May 19, 1999, the reporting person purchased 25,000 shares of
Common Stock in an open market transaction at a purchase price of $8.625 per
share. The aggregate consideration (including commissions) for such
purchases was $217,630. The funds to purchase such shares of Common Stock
were personal funds of the reporting person.
On May 20, 1999, the reporting person purchased 35,000 shares of
Common Stock in an open market transaction at a purchase price of $8.625 per
share. The aggregate consideration (including commissions) for such
purchases was $304,680. 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 all of the shares of Common Stock
beneficially 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) Any 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
1,583,000 shares of Common Stock, representing approximately 19.4% of the
8,159,687 shares of Common Stock reported to be outstanding as of March 31,
1999 (as reported in the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1999).
This Schedule does not relate to, and, in accordance with Rule 13d-4
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
the reporting person expressly declares that the filing of this Schedule shall
not be construed as an admission that she is, for purposes of Sections
13(d) or 13(g) of the Exchange Act, the beneficial owner of, any of (i)
1,019,297 shares of Common Stock, or 12.5% of the shares of Common Stock
outstanding, owned as of May 21, 1999, by Arnold L. Chase, the son of the
reporting person, (ii) 885,891 shares of Common Stock, or 10.8% of the
shares of Common Stock outstanding, owned as of May 21, 1999, by Cheryl A.
Chase, the daughter of the reporting person, (iii) 138,169 shares of Common
Stock, or 1.7% of the shares of Common Stock outstanding, owned as of May
21, 1999, by David T. Chase, the spouse of the reporting person and the
father of Arnold L. Chase and Cheryl A. Chase, (iv) 1,355 shares of Common
Stock, or less than 0.1% of the shares of Common Stock outstanding, owned
as of May 21, 1999, jointly by Arnold L. Chase and Sandra M. Chase, the
spouse of Arnold L. Chase, (v) 55,227 shares of Common Stock, or 0.7% of
the shares of Common Stock outstanding, owned as of May 21, 1999, by Arnold
Chase Accumulation Trust I, a trust of which Arnold L. Chase and Stanley N.
Bergman are the trustees and Arnold L. Chase and the children of Arnold L.
Chase and Sandra M. Chase are the beneficiaries, (vi) 55,227 shares of
Common Stock, or 0.7% of the shares of Common Stock outstanding, owned as
of May 21, 1999, by Arnold Chase Accumulation Trust II, a trust of which
Arnold L. Chase and Stanley N. Bergman are the trustees and Arnold L. Chase
and the children of Arnold L. Chase and Sandra M. Chase are the
beneficiaries, (vii) 55,227 shares of Common Stock, or 0.7% of the shares
of Common Stock outstanding, owned as of May 21, 1999, by Cheryl A. Chase
Accumulation Trust I, a trust of which Cheryl A. Chase and Stanley N.
Bergman are the trustees and Cheryl A. Chase and her children are the
beneficiaries, (viii) 55,227 shares of Common Stock, or 0.7% of the shares
of Common Stock outstanding, owned as of May 21, 1999, by Cheryl A. Chase
Accumulation Trust II, a trust of which Cheryl A. Chase and Stanley N.
Bergman are the trustees and Cheryl A. Chase and her children are the
beneficiaries, (ix) 32,039 shares of Common Stock, or 0.4% of the shares of
Common Stock outstanding, owned as of May 21, 1999, by Cheryl A. Chase
Marital Trust, a trust of which Cheryl A Chase and Kenneth N. Musen are the
trustees and Cheryl A. Chase and her children, are the beneficiaries, (x)
112,522 shares of Common Stock, or 1.4% of the shares of Common Stock
outstanding, owned as of May 21, 1999, by The Darland Trust, a trust of
which Rothschild Trust Cayman Limited is trustee and Cheryl A. Chase and
her children are the beneficiaries, or (xi) 55,000 shares of Common Stock,
or 0.7% of the shares of Common Stock outstanding, owned as of May 21,
1999, by DTC Holdings Corporation ("DTCHC"), a company which is owned and
controlled by the Chase family as described below.
DTCHC, formerly known as American Ranger, Inc., is a wholly-owned
subsidiary of D.T. Chase Enterprises, Inc. ("DTCE"), a holding company for
various Chase family interests. David T. Chase, Arnold L. Chase and Cheryl
A. Chase are the directors and executive officers of DTCHC and the
directors and three of the executive officers of DTCE. All of the
outstanding stock of DTCE is owned by David T. Chase (33.95%), the
reporting purpose (2.21%), Arnold L. Chase (9.34%), Cheryl A. Chase
(14.74%), Arnold Chase Accumulation Trust I (5.07%), Arnold Chase
Accumulation Trust II (7.54%), five trusts for the benefit of Arnold L.
Chase's children, of which Stanley N. Bergman and Arnold L. Chase are co-
trustees (7.55% in the aggregate), Cheryl A. Chase Accumulation Trust I
(4.79%), Cheryl A. Chase Accumulation Trust II (7.27%) and five trusts for
the benefit of Cheryl A. Chase's children, of which Stanley N. Bergman and
Cheryl A. Chase are co-trustees (7.55% in the aggregate).
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 and Rule
13d-5(b)(1) thereunder.
(b) The reporting person has the sole power to vote, direct the vote of,
dispose of and direct the disposition of 1,583,000 shares of Common Stock.
(c) All transactions in the Common Stock effected by or on behalf of the
reporting person in the past 60 days are described in Item 3 hereof.
(d) The reporting person will have the sole right to receive or direct
the receipt of dividends from, and the proceeds from the sale of, the
1,583,000 shares of Common Stock received by her as a result of such
exercise.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Except as described in this Statement on Schedule 13D, the reporting
person knows of no contracts, arrangements, understandings or relationships
(legal or otherwise) between any of the persons named in Item 2 or between
such persons and any other person with respect to any securities of the
Company, 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 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.
None.
<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: June 9, 1999 /s/ Rhoda L. Chase
Rhoda L. Chase
