-----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, NFrinOoSVB+t+1IdAlUP2/EH1QbfTIq0dOJ4idnqEaDe4C0DhjY+MnZmyLcVP5D5 lDWh04hxYItpTqaz9TqNpw== 0000950152-96-003573.txt : 19960726 0000950152-96-003573.hdr.sgml : 19960726 ACCESSION NUMBER: 0000950152-96-003573 CONFORMED SUBMISSION TYPE: S-2/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960725 SROS: NONE 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: S-2/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-04625 FILM NUMBER: 96598677 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 S-2/A 1 ACCEL INTERNATIONAL S-2 PRE-EFFECTIVE AMEND #2 1 As filed with the Securities and Exchange Commission on July 25, 1996 Registration No. 333- 4625 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------- AMENDMENT NO. 2 TO FORM S-2 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ACCEL INTERNATIONAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 31-0788334 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) NICHOLAS Z. ALEXANDER, Senior Vice President 475 Metro Place North, Suite 100 475 Metro Place North, Suite 100 Dublin, Ohio 43017 Dublin, Ohio 43107 (614) 764-7000 (614) 764- 7000 (Address of principal executive offices) (Name and address of agent for service) ----------------------- Copy to: FRED A. SUMMER, ESQ. Squire, Sanders & Dempsey 41 South High Street Columbus, Ohio 43215 (614) 365-2700 Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box. /X/ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / / ----------------------- The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. 2 The purpose of this Amendment No. 2 is to file Exhibits 23.1 and 23.2. SIGNATURES Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-2 and has duly caused this Amendment no. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Columbus, State of Ohio, on July 25, 1996. ACCEL INTERNATIONAL CORPORATION By:* ------------------------------------ Thomas H. Friedberg Chairman of the Board, President and Chief Executive Officer Pursuant to the requirements of the Securities Act, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated and on July 12, 1996. Signature Title --------- ----- * Chairman of the Board, President - -------------------------------------- and Chief Executive Officer Thomas H. Friedberg (principal executive officer) and Director * Vice President and Controller - -------------------------------------- (principal financial officer and Kurt L. Mueller controller) * Director - -------------------------------------- Robert Betagole * Director - -------------------------------------- David T. Chase II-1 3 Signature Title --------- ----- * Director - -------------------------------------- Douglas J. Coats * Director - -------------------------------------- Raymond H. Deck * Director - -------------------------------------- Robert E. Fowler III * Director - -------------------------------------- Kermit G. Hicks * Director - -------------------------------------- Stephen M. Qua * Director - -------------------------------------- Milton J. Taylor, Sr. * Director - -------------------------------------- Paul R. Whitters *By: /s/ Nicholas Z. Alexander ---------------------------------- Nicholas Z. Alexander Attorney-in-Fact II-2 EX-23.1 2 EXHIBIT 23.1 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS The Board of Directors ACCEL International Corporation: We consent to the use of our report incorporated herein by reference and to the reference to our firm under the heading "Experts" in the Registration Statement (Form S-2) and related prospectus. Our report dated March 15, 1996 contains an explanatory paragraph that as discussed in Note D to the consolidated financial statements, on March 30, 1994, the Company and its principal lender agreed to waive compliance with certain loan agreement covenants through January 1, 1995. On February 7, 1995 the Company and the lender again renegotiated the credit agreement and certain of the covenants. The amended agreement stated that the loan was payable in full on June 30, 1997. On December 29, 1995, the Company issued senior notes with a different lender and retired the aforementioned credit agreement. The most recent loan agreement requires that during the period the loan is outstanding, the Company maintain consolidated tangible net worth, as defined. At December 31, 1995, required tangible net worth was $15,000,000 and the Company's consolidated tangible net worth, as defined, was $19,738,000. KPMG Peat Marwick LLP Columbus, Ohio July 24, 1996 II-3 EX-23.2 3 EXHIBIT 23.2 1 Exhibit 23.2 Consent of Independent Auditors We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-2) and related Prospectus of ACCEL International Corporation for the registration of 7,000,000 non-transferable subscription rights and to the incorporation by reference therein of our report dated March 30, 1994, with respect to the cosolidated financial statements and schedules of ACCEL International Corporation for the year ended December 31, 1993 included in its Annual Report (Form 10-K) for the year ended December 31, 1995, filed with the Securities and Exchange Commission. ERNST & YOUNG LLP Columbus, Ohio July 25, 1996 II-4 -----END PRIVACY-ENHANCED MESSAGE-----