-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KiXsr2S9B8Gadh4qU/Xrp6d7RS3EpknOhFxchj1Ss9SG6teV3atUD6C2e8XMPOEy DeXXtA1WMq1bvSdCaNHEvQ== 0000001985-96-000011.txt : 19960912 0000001985-96-000011.hdr.sgml : 19960912 ACCESSION NUMBER: 0000001985-96-000011 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960911 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACCEL INTERNATIONAL CORP CENTRAL INDEX KEY: 0000001985 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 310788334 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-04625 FILM NUMBER: 96628486 BUSINESS ADDRESS: STREET 1: 475 METRO PLACE N CITY: DUBLIN STATE: OH ZIP: 43017 BUSINESS PHONE: 6147647000 MAIL ADDRESS: STREET 1: 475 METRO PLACE NORTH CITY: DUBLIN STATE: OH ZIP: 43017 FORMER COMPANY: FORMER CONFORMED NAME: ACCELERATION CORP DATE OF NAME CHANGE: 19870814 424B3 1 Prospectus filed pursuant to Rule 424 (b) (3) Registration No. 333-4625 PROSPECTUS SUPPLEMENT DATED SEPTEMBER 10, 1996 (TO PROSPECTUS DATED JULY 25, 1996) 6,834,648 SHARES ACCEL International Corporation COMMON STOCK _______________ Reference is made to the Prospectus dated July 25, 1996 (the "Prospectus") relating to the offering by ACCEL International Corporation (the "Company"), a Delaware corporation, (the "Rights Offering") to holders of record (the "Rights Holders") of shares of its Common Stock, par value $.10 per share (the "Common Stock"), of non-transferable subscription rights (the "Rights") to subscribe for and purchase additional shares of the Common Stock for a price of $2.25 per share (the "Subscription Price"). Such Rights Holders received one Right for every share of Common Stock held by them as of the close of business on June 18, 1996 (the "Record Date"). Rights Holders were entitled to purchase 1.5 shares of Common Stock (the "Underlying Shares") for each Right held upon payment of the Subscription Price (the "Basic Subscription Privilege"). To the extent that the Basic Subscription Privilege was not exercised in full, the Company has determined to offer up to 250,000 of the shares of Common Stock not subscribed for to employees, independent agents and customers (including automobile dealers) of the Company directly through executive officers of the Company at a price of $2.25 per share (the "Additional Offering"). See "Plan of Distribution" in the Prospectus. All capitalized terms used in this Prospectus Supplement and not otherwise defined herein shall have the meaning given those terms in the Prospectus. RESULTS OF THE RIGHTS OFFERING On August 26, 1996, the Company extended the Rights Offering until 5:00 p.m., Columbus, Ohio time on August 28, 1996 (the "Expiration Date"). In the Rights Offering 3,976,288 Underlying Shares were subscribed for pursuant to the Basic Subscription Privilege. The Subordinated Noteholders tendered $5,619,046 principal amount of Subordinated Notes which together with accrued interest from July 1, 1996 through August 23, 1996 (the date of exercise of the Basic Subscription Privilege by the Subordinated Noteholders) in the amount of $83,759 totaled $5,702,805 as consideration for the purchase of 2,534,580 Underlying Shares. Accordingly, the net cash proceeds of the Rights Offering after expenses was approximately $3,150,000. An additional 65,600 Underlying Shares were purchased by the Chase Stockholders for the cash purchase price of $147,600. THE ADDITIONAL OFFERING The Company is now offering through September 30, 1996 up to 250,000 shares of Common Stock which were not purchased by Rights Holders in the Additional Offering. Shares of Common Stock Offered to Employees Each employee of the Company may purchase not less than 100 and not more than 5,000 shares of Common Stock and shall have the option to finance the purchase of such shares through a loan from the Company. Each loan shall bear interest at 6% per annum and shall be repaid from payroll deductions over a term not to exceed 12 months. If an employee's employment with the Company is terminated for any reason, the remaining principal balance of his or her loan together with accrued interest shall become immediately due and payable. Shares of Common Stock Offered to Independent Agents and Customers Each independent agent and customer may purchase not less than 100 and not more than 5,000 shares of Common Stock based upon premiums relating to credit or property and casualty insurance originated or the estimated retail value of extended service contracts sold by or for the account of such independent agent or customer. The following table indicates how many shares of Common Stock may be purchased at specified premium and/or retail value levels. Or if the Total of Premiums for Credit or Property and If Premiums for Casualty Credit or Or if Estimated Insurance Plus The Independent Property and Retail Value of Estimated Retail Agent or Casualty Extended Service Value of Extended Customer May Insurance are Contracts is Service Contracts Purchase up to Equal to or Equal to or are Equal to or the Following Greater Than Greater Than Greater Than Number of Shares $120,000 $120,000 $200,000 1,000 $200,000 $200,000 $350,000 3,000 $350,000 $350,000 $600,000 5,000 Purchase of Shares In order to purchase shares of Common Stock in the Additional Offering, prospective purchasers should deliver a letter to Nicholas Z. Alexander, ACCEL International Corporation, 475 Metro Place North, Suite 100, Dublin, Ohio 43017, indicating how many shares are being purchased and a check or bank draft (cashier's check) drawn upon a U.S. bank or postal or express money order payable to ACCEL International Corporation in an amount equal to the number of shares being purchased times $2.25. If paying by uncertified personal check, please note that the funds paid thereby may take up to ten business days to clear. Employees who wish to fund their purchase with a loan from the Company should indicate in the letter the amount and term (not to exceed one year) of the loan. The Company will then make arrangements to have the principal of and interest on the loan repaid out of payroll deductions over the term of the loan. -----END PRIVACY-ENHANCED MESSAGE-----