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.
