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As filed with the Securities and Exchange Commission on July 25, 1996
Registration No. 333- 4625
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)
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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. / /
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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.
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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
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Signature Title
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* 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
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Nicholas Z. Alexander
Attorney-in-Fact
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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
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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
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