-----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, PlojITYyoAHBDaKviuhWu0QtN9yyO1DckP2qosr/rZPTfnXW9jOEqPWan9iPGzz2 xdgespDlK6Vf99lc5LVCOQ== 0000950130-96-003697.txt : 19960930 0000950130-96-003697.hdr.sgml : 19960930 ACCESSION NUMBER: 0000950130-96-003697 CONFORMED SUBMISSION TYPE: 424B2 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960927 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACC CORP CENTRAL INDEX KEY: 0000783233 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 161175232 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B2 SEC ACT: 1933 Act SEC FILE NUMBER: 333-12195 FILM NUMBER: 96636151 BUSINESS ADDRESS: STREET 1: 400 WEST AVENUE CITY: ROCHESTER STATE: NY ZIP: 14611 BUSINESS PHONE: 7169873000 MAIL ADDRESS: STREET 1: 400 WEST AVENUE CITY: ROCHESTER STATE: NY ZIP: 14611 FORMER COMPANY: FORMER CONFORMED NAME: AC TELECONNECT CORP DATE OF NAME CHANGE: 19870129 424B2 1 PROSPECTUS SUPPLEMENT TO PROS DATED 09/20/96 RULE NO. 424(b)(2) REGISTRATION NO. 333-12195 PROSPECTUS SUPPLEMENT (To Prospectus dated September 20, 1996) 1,194,722 Shares LOGO CLASS A COMMON STOCK ---------------- ALL OF THE 1,194,722 SHARES (THE "SHARES") OF CLASS A COMMON STOCK, PAR VALUE $.015, OF ACC CORP. OFFERED HEREBY ARE BEING OFFERED BY CERTAIN SHAREHOLDERS OF THE COMPANY NAMED HEREIN (COLLECTIVELY, THE "SELLING SHAREHOLDERS"). SEE "SELLING SHAREHOLDERS." THE CLASS A COMMON STOCK IS TRADED ON THE NASDAQ NATIONAL MARKET UNDER THE SYMBOL "ACCC." ON SEPTEMBER 26, 1996, THE REPORTED LAST SALE PRICE OF THE CLASS A COMMON STOCK ON THE NASDAQ NATIONAL MARKET WAS $45 PER SHARE. ---------------- SEE "RISK FACTORS" BEGINNING ON PAGE 7 OF THE PROSPECTUS FOR INFORMATION THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS. ---------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ---------------- PRICE $45 A SHARE ----------------
UNDERWRITING PROCEEDS TO PRICE TO DISCOUNT AND SELLING PUBLIC COMMISSIONS(1) SHAREHOLDERS -------- -------------- ------------ Per Share.............................. $45.00 $1.80 $43.20 Total.................................. $53,762,490 $2,150,500 $51,611,990
- -------- (1) The Company has agreed to indemnify the Underwriters and the Selling Shareholders, and the Selling Shareholders have agreed to indemnify the Underwriters and the Company, against certain liabilities, including liabilities under the Securities Act of 1933. ---------------- The Shares are offered, subject to prior sale, when, as and if accepted by the Underwriters and subject to approval of certain legal matters by Shearman & Sterling, counsel for the Underwriters. It is expected that delivery of the Shares will be made on or about October 2, 1996 at the office of Morgan Stanley & Co. Incorporated, New York, N.Y., against payment therefor in immediately available funds. ---------------- MORGAN STANLEY & CO. WHEAT FIRST BUTCHER SINGER Incorporated September 26, 1996 UNDERWRITERS Under the terms and subject to the conditions in the Underwriting Agreement dated the date hereof (the "Underwriting Agreement"), the Underwriters named below (the "Underwriters") have severally agreed to purchase, and the Selling Shareholders have agreed to sell to them, severally, the respective number of shares of Class A Common Stock (or warrants to purchase such shares) set forth opposite the names of such Underwriters below:
NUMBER OF NAME SHARES ---- --------- Morgan Stanley & Co. Incorporated............................... 716,833 Wheat, First Securities, Inc. .................................. 477,889 --------- Total......................................................... 1,194,722 =========
The Underwriting Agreement provides that the obligations of the several Underwriters to pay for and accept delivery of the shares of Class A Common Stock offered hereby are subject to the approval of certain legal matters by their counsel and to certain other conditions. The Underwriters are obligated to take and pay for all of the shares of Class A Common Stock offered hereby if any such shares are taken. The Underwriters initially propose to offer the shares of Class A Common Stock directly to the public at the Price to Public set forth on the cover page hereof. The Company has agreed that, without the prior written consent of Morgan Stanley & Co. Incorporated on behalf of the Underwriters, it will not for a period of 60 days after the date of this Prospectus (A) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock (whether or not such shares or securities are either now owned or are hereafter acquired) or (B) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Class A Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Class A Common Stock or such other securities, in cash or otherwise, other than (i) the shares to be sold hereunder, (ii) the issuance by the Company of shares of Class A Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and described in this Prospectus, or (iii) the issuance by the Company of shares of Class A Common Stock pursuant to the Company's Employee Long-Term Incentive Plan, Employee Stock Purchase Plan and, with respect to any new directors, the Non-Employee Directors' Stock Option Plan, as such plans are in effect on the date hereof. In addition, certain executive officers and directors have agreed to the same restrictions (subject to certain additional exceptions). In connection with the offering of Class A Common Stock hereby, the Underwriters may engage in passive market making transactions in the Company's Class A Common Stock on the Nasdaq National Market immediately prior to the commencement of the sale of the shares in this Offering, in accordance with Rule 10b-6A under the Exchange Act. Passive market making consists of displaying bids on the Nasdaq National Market limited by the bid prices of market makers not connected with this Offering and purchases limited by such prices effected in response to order flow. Net purchases by a passive market maker on each day are limited in amount to 30% of the passive market maker's average daily trading volume in the Class A Common Stock during the period of the two full consecutive calendar months prior to the filing with the Commission of the Registration Statement of which this Prospectus is a part and must be discontinued when such limit is reached. Passive market making may stabilize the market price of the Class A Common Stock at a level above that which might otherwise prevail and, if commenced, may be discontinued at any time. The Company and the Selling Shareholders have agreed to indemnify the several Underwriters against certain liabilities, including liabilities under the Securities Act. S-2 -----END PRIVACY-ENHANCED MESSAGE-----