SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
ACCEL INTERNATIONAL CORPORATION
(Name of Registrant as Specified in Its Charter)
Nicholas Z. Alexander
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction
applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how
it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
ACCEL International Corporation
475 Metro Place North, Suite 100
Dublin, Ohio 43017
614-764-7000
April 18, 1997
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders to be
held at 10:00 A.M., local time, on Tuesday, May 20, 1997, at the Adam's Mark
Columbus Hotel, 50 N. Third Street, Columbus, Ohio. Formal notice of the Annual
Meeting and the Proxy Statement are attached. I hope that you will be able to
attend and participate in the meeting, at which time we will have the
opportunity to review the business and operations of the Company. The matters to
be acted upon by our stockholders are set forth in the attached Notice of Annual
Meeting. It is important that your shares be represented and voted at the
meeting, whether or not you are personally able to attend. Accordingly, after
reading the attached Proxy Statement, would you kindly sign, date and return the
enclosed proxy card.
Sincerely yours,
/s/ Thomas H. Friedberg
Chairman of the Board,
President, & Chief Executive Officer
<PAGE>
ACCEL International Corporation
475 Metro Place North, Suite 100
Dublin, Ohio 43017
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
May 20, 1997
TO THE STOCKHOLDERS OF ACCEL International Corporation:
The Annual Meeting of Stockholders of ACCEL International Corporation (the
"Company"), a Delaware corporation, will be held at the Adam's Mark Columbus
Hotel, 50 N. Third Street, Columbus, Ohio, on May 20 1997, at 10:00 A.M., to
consider and vote on the following matters described in the attached Proxy
Statement:
1. The election of nine directors to serve for a one-year term.
2. The transaction of such other business as may properly come before the
meeting, or any adjournments thereof.
April 4, 1997 has been fixed as the record date for determining stockholders
entitled to notice of and to vote at the Annual Meeting. Only stockholders of
record at the close of business on that date are entitled to receive notice of
and to vote at the meeting or any adjournments thereof. A complete list of
stockholders entitled to vote at the meeting will be available for examination
by any stockholder at the Company's offices from May 5, 1997 until the day
before the Annual Meeting.
By Order of the Board of Directors
Nicholas Z. Alexander, Secretary
Dublin, Ohio
April 18, 1997
IF YOU ARE UNABLE TO BE PRESENT AT THE MEETING, WE URGE YOU TO SIGN AND RETURN
THE ENCLOSED PROXY IN THE ENCLOSED ADDRESSED ENVELOPE WHICH IS INTENDED FOR YOUR
CONVENIENCE AND WHICH REQUIRES NO POSTAGE IF MAILED IN THE U.S.A. THE PROXY IS
REVOCABLE AT ANY TIME AND WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IN THE
EVENT YOU ATTEND THE MEETING.
<PAGE>
ACCEL International Corporation
475 Metro Place North, Suite 100
Dublin, Ohio 43017
PROXY STATEMENT
Annual Meeting of Stockholders
To Be Held May 20, 1997
Furnished By The Board of Directors of The Company
April 18, 1997
The Board of Directors of ACCEL International Corporation (the "Company"), a
Delaware corporation, is soliciting proxies, the form of which is enclosed, for
the Annual Meeting of Stockholders to be held on May 20, 1997. The cost of such
solicitation will be borne by the Company. Officers, directors and regular
employees of the Company may communicate with stockholders personally or by
mail, telephone, telegram or otherwise for the purpose of soliciting such
proxies, but the Company will pay no additional compensation for such
solicitation. The Company and any authorized agent of the Company will request
brokers and other custodians, nominees and fiduciaries to forward proxy
soliciting material to the beneficial owners of shares held of record by such
persons and will reimburse the reasonable out-of-pocket expenses in forwarding
such material. This Proxy Statement is being mailed on or about April 21, 1997.
Any stockholder giving a proxy has the power to revoke it at any time before it
is voted by a later appointment received by the Secretary of the Company or by
giving notice of such revocation to the Secretary of the Company in writing or
in open meeting. All duly executed proxies received prior to the meeting and not
revoked will be voted at the meeting. The enclosed proxy contains space in which
the stockholder may insert instructions as to the way the stockholder wishes his
shares to be voted. When such proxy is properly executed and returned, the
shares it represents will be voted at the meeting as directed. If no
specification is indicated, the shares will be voted "For" the election as
directors of the nominees listed below under "Election of Directors".
April 4, 1997 has been fixed as the record date for the determination of
stockholders entitled to such notice of and to vote at the Annual Meeting or any
adjournments thereof. On that date the total number of outstanding shares of the
Company entitled to vote at the meeting was 8,603,742 shares of Common Stock,
$.10 par value, (the "Common Stock"). The holder of each share of such stock is
entitled to one vote. Pursuant to applicable law, broker non-votes and
abstentions will not be counted in favor of or against the election of any
nominee for director or any other proposals to be presented at the meeting. Any
stockholder who abstains from voting on any such other proposal will in effect
be voting against it.
1. ELECTION OF DIRECTORS
In accordance with the Bylaws of the Company, the number of directors has been
fixed at nine by action of the Board of Directors. Directors are elected
annually to serve until the next Annual Meeting of Stockholders, and until their
successors are elected and qualified. The election of directors is decided by a
plurality of the votes cast by the shares entitled to vote in the election. In
the absence of instructions to the contrary, it is the intention of the persons
named in the proxy to vote the proxies for the election as directors of the
persons nominated below. Although the Board of Directors has no reason to
believe that any of the nominees set forth below will not serve, in the event
that vacancies occur, the proxies will be voted for the election of such
nominees, if any, as shall be designated by the Board of Directors or a duly
authorized committee thereof.
1
<PAGE>
NOMINEES
TERM EXPIRES 1998
<TABLE>
<CAPTION>
Number of shares of
Common Stock owned
beneficially, directly
or indirectly, on
Name, Position with Principal Occupation January 31, 1997
the Company and Age for past five years/ Director (except as otherwise Percent
(as of January 31, 1997) other Directorships Since noted)<F1> of Class
- - --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Robert Betagole President of Mike Albert 1970 115,491<F5> 1.3%
Director, 68 Leasing, Inc., Cincinnati, OH.
David T. Chase <F2> President and Chief Executive
Director, 67 Officer of D.T. Chase 1985 5,500<F6> *
Enterprises, Inc., Hartford, CT.
Douglas J. Coats Executive Vice President of the 1995 55,190 *
Director, 64 Company since May 23, 1995.
Prior thereto he was Executive
Vice President of Ranger Insurance
Company, Houston, TX since August,
1987.
Raymond H. Deck President of Chase Insurance 1990 241,287 2.8%
Director, 74 Enterprises, Inc., Hartford, CT.
<F2> <F3> <F4> Also, is a director of SCOR U.S.
and Scor Re, New York, NY.
Richard Desich Presidentof Mid-Ohio Securities N/A 34,350 *
Director, 57 Corp., Elyria, Ohio
2
<PAGE>
NOMINEES
TERM EXPIRES 1998
<CAPTION>
Number of shares of
Common Stock owned
beneficially, directly
or indirectly, on
Name, Position with Principal Occupation January 31, 1997
the Company and Age for past five years/ Director (except as otherwise Percent
(as of January 31, 1997) other Directorships Since noted)<F1> of Class
- - --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Thomas H. Friedberg <F2> Chairman of the Board and Chief 1995 265,158 3.1%
President, 58 Executive Officer of the Company
Chief Executive since May 23, 1995. Appointed
Officer and Director President as of October 15, 1995.
Prior thereto he was Chairman of the
Board, President and Chief Executive
Officer of Ranger Insurance Company,
Houston, TX, since January, 1987.
Previously served as a Director of the
Company from 1990 to March 1995.
Kermit G. Hicks President of Hicks Chevrolet, 1981 63,314<F7> *
Director, 61 Inc., Greencastle, PA. Also,
<F2> <F3> <F4> Chairman of the Board of Tower
Bancorp Inc., and its wholly owned
subsidiary First National Bank of
Greencastle.
Stephen M. Qua President of Qua Buick/ 1970 38,358 *
Director, 64 Suzuki, Inc. Cleveland, OH.
<F2> <F3> <F4>
John P. Redding Senior Vice President and Chief N/A - -
Director, 38 Financial Officer, D.T. Chase
Enterprises, Inc., Hartford, CT
All Directors and Officers as a group (15 persons) 880,091<F8> 10.2%
3
<PAGE>
- - ------------------------
<FN>
<F1> On January 31, 1997, there were 8,603,742 shares of the Company's Common
Stock issued and outstanding. Except as noted, includes shares owned by
spouse, minor children or certain other family members, or held as
custodian or trustee for the benefit of spouse or children, or owned by
corporations of which such person is an officer or principal
stockholder, over which shares such directors have sole or shared voting
or investment power. With respect to each non-employee Director,
includes an aggregate of 27,500 shares which are subject to immediately
exercisable options.
<F2> Member of Executive Committee (Mr. Friedberg, Chairman).
<F3> Member of Audit Committee (Mr. Qua, Chairman).
<F4> Member of Compensation Committee (Mr. Deck, Chairman).
<F5> Includes 20,092 shares as to which Mr. Betagole disclaims beneficial
ownership.
<F6> David T. Chase disclaims beneficial ownership, for purposes of Section
13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), of the 2,000,000 shares of Common Stock or 23.2% of the shares
outstanding, owned by his wife Rhoda L. Chase; the 1,167,824 shares of
Common Stock or 13.6% of the shares outstanding, owned by his son Arnold
L. Chase, and the 1,167,824 shares of Common Stock or 13.6% of the
shares outstanding owned by The Darland Trust for which Rothschild Trust
Cayman Limited serves as trustee and in which Cheryl Chase, the daughter
of David T. Chase, is a beneficiary. In filings on Schedule 13D with
respect to the Company's Common Stock, Rhoda L. Chase, Arnold L. Chase
and The Darland Trust have each stated that such person has not agreed
to act together with any other person or entity for the purpose of
acquiring, holding, voting or disposing of shares of Common Stock, and
disclaims membership in any "group" with respect to the Common Stock for
purposes of Section 13(d)(3) of the Exchange Act or Rule 13d-5(b)(1)
adopted thereunder. If such a group were deemed to exist, the group
would be deemed to beneficially own all shares of Common Stock
beneficially owned by each such person.
<F7> Includes 9,696 shares as to which Mr. Hicks claims beneficial ownership
on an indirect basis.
<F8> This amount includes 107,500 shares which are subject to immediately
exercisable options and 27,010 shares owned by officers in their
Acceleration Retirement Savings and Stock Ownership Plan accounts as of
December 31, 1996.
* Less than 1% of outstanding Common Stock.
</FN>
</TABLE>
4
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Company's officers and directors, and persons who own more than 10%
of the Common Stock, to file reports of ownership and changes in ownership with
the Securities and Exchange Commission (the "SEC"). Officers, directors and
greater than 10% stockholders are required by SEC regulations to furnish the
Company with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it or written
representations from certain reporting persons that no Forms 5 were required of
them, the Company believes that during the fiscal year ended December 31, 1996,
all filing requirements applicable to its officers, directors and greater than
10% stockholders were complied with.
THE BOARD OF DIRECTOR
COMMITTEES, MEETINGS AND FUNCTIONS
The Board of Directors of the Company met four (4) times during 1996. No
director attended fewer than 75% of the total number of meetings of directors
and of any committees on which he served. The Board of Directors has established
an Executive Committee, an Audit Committee and a Compensation Committee. It does
not have a Nominating Committee.
The Executive Committee, which exercises the powers of the Board of Directors
between regular meetings of the Board, did not meet during 1996. The membership
of the Executive Committee consists of Messrs. Friedberg, Chase, Deck, Hicks and
Qua. The Audit Committee met one (1) time during 1996 to review the results of
the audit of the Company's 1995 financial statements by the independent
auditors, review the scope of the 1996 audit, consider relevant matters
pertaining to internal controls and accounting procedures, perform other
customary functions of Audit Committees, and to make a recommendation to the
Board of Directors on the engagement of independent auditors for fiscal year
1996. The membership of the Audit Committee consists of Messrs. Qua, Deck and
Hicks.
The Compensation Committee met four (4) times during 1996 for the purpose of
reviewing employee compensation and benefit arrangements. The membership of the
Compensation Committee consists of Messrs. Deck, Hicks and Qua. The Report of
the Compensation Committee is contained below.
Compensation of Directors
- - -------------------------
During 1996, non-employee directors of the Company continued to abide by the
one-third reduction in compensation levels initiated in 1993, and accordingly
received an annual retainer of $5,000 plus a fee of $500 per meeting for
attending any regular or special meetings of the Board of Directors. The members
of each committee of the Board of Directors, other than officers of the Company,
received a fee of $500 for each meeting attended. Chairmen of committees
received a fee of $750 for each meeting attended.
5
<PAGE>
The First Restatement of the ACCEL International Corporation 1987 Stock
Incentive Plan (the "Restated Plan") provides for options to be granted every
year to non-employee directors of the Company for a predetermined number of
shares of Common Stock. In 1991, the year the Restated Plan was adopted, the
non-employee directors were granted options for 2,000 shares each. In subsequent
years, options for 1,000 shares each were granted and will continue to
automatically be granted according to the Restated Plan (subject to adjustment
for stock dividends, stock splits and other similar events). Newly appointed or
elected non-employee directors are granted options for 2,000 shares in the year
they are appointed or elected, and thereafter will receive the automatic grants.
The exercise price is equal to the fair market value of a share of stock on the
date the option is granted. Options become exercisable as to 50% of the shares
subject to the option on completion of each full year prior to termination of
the director's status as director after the date the option was granted. The
options lapse on the earliest of the date 10 years after the option was granted,
or the date 180 days after the termination of the director's status as director.
The options shall fully vest and become completely exercisable upon the death or
voluntary retirement of a director. The provisions of the 1996 Stock Incentive
Plan (the "1996 Plan") adopted in 1996, are substantially identical to the
Restated Plan pertaining to non-employee directors.
Compensation Committee
- - ----------------------
Executive Compensation including the grant of stock options is determined by the
Compensation Committee of the Board of Directors. The formal report of the
Compensation Committee with respect to 1996 compensation is as follows:
REPORT OF THE COMPENSATION COMMITTEE
The Company's compensation package for its executive officers consists of base
salary, participation in a profit sharing plan for senior officers, and periodic
stock option grants or awards. The base salary for Mr. Friedberg, the Chairman
of the Board, President and Chief Executive Officer, is fixed by the Committee
and may be adjusted as determined periodically by the Committee after a
performance review is conducted. As of June 1, 1996, the Committee formulated a
compensation arrangement for Mr. Friedberg to include base salary and authorize
a stock option to be granted. A similar compensation arrangement was approved
for Mr. Coats on the recommendation of Mr. Friedberg. Base salary levels for all
other executive officers are determined by Mr. Friedberg and recommended to the
Committee. The amount of profit sharing compensation and stock option grants or
awards, if any, are also determined by this Committee.
Based on Mr. Friedberg's more than thirty years experience and performance
record as an executive at other companies in the insurance industry, his role in
negotiating and restructuring the finances of the Company at year-end 1995, and
his efforts in new product line development, the Committee established a total
aggregate annual compensation level for Mr. Friedberg of $350,000, subject to an
annual review, with an allocation of the $350,000 between cash compensation and
stock options to be determined each May by the Committee. The stock options
granted for this purpose are valued by calculating the difference between the
book value and market value per share as of the date of grant. The annual review
takes into account Company performance, comparative industry data and various
subjective considerations of individual performance as well as corporate goals.
For 1996, the monthly cash compensation was set at $20,000 beginning on June
1st, and stock options were awarded based on the approximate difference between
book and market value of one dollar ($1.00) per share.
The Committee believes that a significant or meaningful portion of total cash
compensation should be related to profitability and the achievement of fixed
objectives. Consequently, the profit sharing potential for the Company's
executive officers is conditioned on overall corporate performance
(profitability), and achieving individual and departmental objectives tied to a
percentage of total base salary.
6
<PAGE>
Generally speaking, base salary levels are set and adjusted at levels which are
part of the Company's budgetary process, yet are believed by the Committee to be
sufficient to attract and retain qualified executives when considered with the
other components of the Company's compensation structure.
In previous years, profit sharing plans had been adopted for all employees of
the Company and for senior officers. The overall objectives for establishing the
Company's incentive compensation programs were to enhance total compensation
without adding fixed expense, modify the corporate reward systems and give
managers the discretion to reward contributors, better focus management's
attention on the achievement of objectives and drive accountability to all
levels of the Company, and foster teamwork.
For 1996, no profit sharing goal was set for employees and senior officers.
Accordingly, no profit sharing compensation was paid to any employees or senior
officers in 1996. In addition to approving an ACCEL Bonus Plan, the Compensation
Committee determines annual stock option grants or awards to executive officers
and other eligible employees. Stock options are intended to encourage key
employees to remain employed by the Company by providing them with a long-term
interest in the Company's overall performance as reflected by the performance of
the market of the Company's Common Stock.
Option Repricing Report
- - -----------------------
In August, 1996, all employees who held outstanding options under the Company's
stock option plans, including the three executive officers whose status predated
May, 1995, were given the opportunity to reprice outstanding stock options
granted during the period from September 17, 1986 to October 3, 1995 to the then
current market price of $2.50 per share. Employees who accepted the repricing
opportunity surrendered for cancellation the previously granted options and
received new options granted under the terms of the 1996 Plan. Vesting under the
1996 Plan commences on the first anniversary of the date of grant and vests at a
rate of 25% per year.
The Company took this action to retain key employees whose experience is
valuable to the Company, to maintain employee morale, and provide the incentive
for increasing stockholder value. The following table sets forth information
regarding such repricing options held by the executive officers of the Company:
7
<PAGE>
REPRICING OF OUTSTANDING OPTIONS
Market
Number of Price of Exercise
Securities Stock at Price at Length of
Underlying Time of Time of Original Option
Options Repricing Repricing New Term Remaining
Repriced or or or Exercise At Date of
Amended Amendment Amendment Price Repricing or
Name Date (#) ($) ($) ($) Amendment
- - --------------------------------------------------------------------------------
Nicholas Z. 8/28/96 1,824 $2.50 $9.00 $2.50 .5 month
Alexander 3,473 $6.263 19 months
Senior Vice 3,308 $6.2358 31 months
President, 3,150 $7.381 43 months
General Counsel 3,000 $11.75 55 months
and Secretary 5,000 $8.25 67 months
10,500 $3.8125 79 months
10,000 $4.50 93 months
------
40,255
Larry L. Main 8/28/96 1,824 $2.50 $9.00 $2.50 .5 month
Senior Vice 3,473 $7.451 13 months
President 3,473 $6.263 19 months
3,308 $6.2358 31 months
3,150 $7.381 43 months
3,000 $11.75 55 months
5,000 $8.25 67 months
10,500 $3.8125 79 months
10,000 $4.50 93 months
------
43,728
Kurt L. Mueller 8/28/96 1,216 $2.50 $9.00 $2.50 .5 month
Vice President, 1,737 $6.263 19 months
Treasurer and 1,654 $6.2358 31 months
Controller 1,575 $7.381 43 months
3,000 $11.75 55 months
4,000 $8.25 67 months
7,500 $3.8125 79 months
7,500 $4.50 93 months
------
28,182
Raymond H. Deck, Chairman Kermit G. Hicks, Member Stephen M. Qua, Member
Compensation Committee Interlocks and Insider Participation
- - -----------------------------------------------------------
Mr. Qua is associated with two automobile dealerships which are master
policyholders of the Company and receive commissions from the Company in
connection with credit insurance sold by such dealerships. During the fiscal
year ended December 31, 1996, such dealerships received commissions in the
amount of $39,456.
8
<PAGE>
EXECUTIVE COMPENSATION
Summary
- - -------
The following table is a summary of certain information concerning the
compensation awarded or paid to, or earned by, the Company's current Chief
Executive Officer, Executive Vice President, and each of the Company's other
most highly compensated executive officers whose total annual salary and bonus
for the fiscal year ended December 31, 1996, exceeded $100,000 (the "named
executives") during each of the last three fiscal years:
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Annual Compensation Long Term Compensation
Year Name, Age, and Principal Salary ($) Bonus ($) Securities All Other
Position Underlying Compensation
Options/SARs (#) ($)<F1>
<S> <C> <C> <C> <C> <C>
1996 Thomas H. Friedberg, 58 <F2> 140,000 -- 110,000 2,183
1995 Chairman of the Board, -- -- 100,000 --
1994 President and Chief Executive -- -- -- --
Officer
1996 Douglas J. Coats, 64 <F2> 71,250 -- 55,000 2,611
1995 Executive Vice President. President -- -- 50,000 --
1994 President and Chief Executive -- -- -- --
Officer
1996 Larry L. Main, 48 120,000 -- 10,000 8,968
1995 Senior Vice President 112,000 -- 10,000 2,639
1994 Auto After Market Product Group 112,000 -- 10,000 2,605
Officer
1996 Nicholas Z. Alexander, 61 115,000 -- 10,000 8,628
1995 Senior Vice President, 109,000 -- 10,000 4,093
1994 Secretary and General Counsel 109,000 -- 10,000 4,061
1996 Bryce E. Farmer, 46 <F3> 97,125 -- 10,000 318
1995 Senior Vice President -- -- -- --
1994 Administration -- -- -- --
<FN>
<F1> Represents approximate amounts contributed on behalf of each such
executive to the Acceleration Retirement Savings and Stock Ownership
Plan.
<F2> Mr. Friedberg was appointed Chairman of the Board and Chief Executive
Officer of the Company on May 23, 1995, and was named President in
October, 1995. Mr. Coats was appointed Executive Vice President of the
Company and President of Acceleration National Insurance Company on May
23, 1995. They served without salary for the first year of employment. In
lieu of salary, they were granted stock options for 100,000 shares and
50,000 shares, respectively, of Common Stock, which options vested
immediately, become exercisable one year following the date of grant, and
lapse five years from the date of grant. As of June 1, 1996, the
Compensation Committee of the Board of Directors commenced a compensation
arrangement for Mr. Friedberg and Mr. Coats. As part of the arrangement,
salary levels were agreed to and Mr. Friedberg was granted an option for
110,000 shares and Mr. Coats was granted an option for 55,000 shares.
Except for the exercise price, the terms of the options were the same as
the options granted in the previous year.
<F3> Mr. Farmer commenced employment with the Company on February 5, 1996.
</FN>
</TABLE>
R. Max Williamson relinquished his positions with the Company as of October 15,
1995. However, pursuant to the provisions of his Employment Agreement with the
Company, his compensation continued until
9
<PAGE>
February 28, 1997. For the year ended December 31, 1996, Mr. Williamson received
total compensation of $226,619.
The following table sets forth information concerning individual grants of
options to purchase the Company's Common Stock made to the named executives in
1996:
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
<CAPTION>
INDIVIDUAL GRANTS IN 1996
Potential Realizable
Name Number of Percent of Value at Assumed Annual
Securities Total Rates of Stock Price
Underlying Options Appreciation for Option
Options/SARs Granted to Exercise or Term
Granted Employees in Base Price Expiration
(#) Fiscal Year ($ Sh) <F1> Date 5% ($) 10% ($)
<S> <C> <C> <C> <C> <C> <C>
Thomas H. Friedberg 110,000 26.7% $2.50 8/28/01 75,977 167,890
Douglas J. Coats 55,000 13.3% $2.50 8/28/01 37,989 83,945
Larry L. Main 53,728 13.0% $2.50 8/28/06 15,722 39,844
Nicholas Z. Alexander 50,255 12.2% $2.50 8/28/06 15,722 39,844
Bryce E. Farmer 10,000 2.4% $2.50 8/28/06 15,722 39,844
<FN>
<F1> Market price of the Company's Common Stock on date of grant.
</FN>
</TABLE>
The following table sets forth certain information regarding individual
exercises of stock options during 1996 by each of the named executives:
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
<CAPTION>
Name Shares Value
Acquired on Realized
Exercise (Mkt. Price
(#) at Exercise Number of Securities Value of Unexercised
Less Underlying Unexercised Options In-The-Money Options at Fiscal
Exercise at Fiscal Year End (#) Year End <F1>
Price)
Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Thomas H. Friedberg 100,000 $37,500 5,000 110,000 0 27,500
Douglas J. Coats 0 N/A 50,000 55,000 31,250 13,750
Larry L. Main 0 N/A 10,000 53,728 6,250 13,432
Nicholas Z. Alexander 0 N/A 10,000 50,255 6,250 12,564
Bryce E. Farmer 0 N/A -- 10,000 0 2,500
<FN>
<F1> Intended to represent the amount by which the market price of the
Company's Common Stock on December 31, 1996 ($2.75), exceeded the
exercise prices of unexercised options on that date.
</FN>
</TABLE>
10
<PAGE>
Beneficial Ownership of Management
- - ----------------------------------
The following table sets forth certain information regarding the named
executive's beneficial ownership of the Common Stock of the Company as of
January 31, 1997:
<TABLE>
<CAPTION>
Shares of Common Stock of
Company Beneficially Owned
Title of Class Name of Officer Number <F1> Percent of Class
<S> <C> <C> <C>
Common Stock Thomas H. Friedberg 265,158 3.1%
Common Stock Douglas J. Coats 55,190 *
Common Stock Larry L. Main 24,395 *
Common Stock Nicholas Z. Alexander 24,844 *
Common Stock Bryce E. Farmer 1,115 *
<FN>
<F1> The amounts shown represent the total shares owned outright by such
individuals together with shares which are issuable upon the exercise of
all stock options which are currently exercisable. Specifically, the
following individuals have the right to acquire the shares indicated
after their names, upon the exercise of such stock option: Mr.
Friedberg, 5,000; Mr. Main, 10,000; and Mr. Alexander, 10,000.
</FN>
* Less than 1% of outstanding Common Stock.
</TABLE>
CERTAIN RELATIONSHIPS
Several of the Company's directors are associated with automobile dealerships.
These dealerships are master policyholders of the Company and receive
commissions from the Company in connection with credit insurance sold by them.
All commissions paid to automobile dealerships and agencies associated with the
Company's directors are at rates determined on a basis consistent with
commissions paid to non-related parties. Total commission on credit insurance
business paid to all agencies relating to all directors as a group during the
year ended December 31, 1996 was $39,456.
None of the Companys directors whose agencies received commissions in connection
with the credit insurance business of the Company exceeded $60,000 in amount of
commissions received during the year ended December 31, 1996. An insurance
agency of which Robert Betagole is a shareholder, received $1,476,542 through a
reinsurance arrangement.
11
<PAGE>
Financial Performance
- - ---------------------
The graph below summarizes the cumulative return experienced by the Company's
shareholders compared with the Russell 2,000 and NASDAQ Insurance Stocks.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
VS. RUSSELL 2000 AND NASDAQ INSURANCE STOCKS
(Performance results through 12/31/96)
Value of Investment ($)
Description of Graph:
The graph charts the Value of Investment from $0 to $300 for the time
period of December 31, 1991 to December 31, 1996 for ACCEL International
Corp., Russell 2000 and NASDAQ Insurance. Listed below is the
breakdown, by year, for each Company.
1991 1992 1993 1994 1995 1996
ACCEL $100 $45 $50 $24 $37 $37
Russell 2000 $100 $119 $141 $139 $178 $207
NASDAQ Insurance Stocks $100 $135 $145 $136 $194 $221
* $100 invested on 1/1/91 in stock or index - including reinvestment of
dividends. Fiscal year ending December 31.
12
<PAGE>
SECURITY OWNERSHIP AND CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information as of January 31, 1997
(except as otherwise noted) with respect to stockholders known to the Company to
be the beneficial owners of more than five percent of any class of the Company's
voting securities:
<TABLE>
<CAPTION>
Title of Class Name and Address of Beneficial Owner Amount of Beneficial Percent of Class
Ownership <F1>
<S> <C> <C> <C>
Common Stock Rhoda L. Chase 2,000,000 Shares <F2> 23.2%
c/o Chase Enterprises, Inc.
One Commercial Plaza
Hartford, CT 06103
Arnold L. Chase 1,167,824 Shares <F2> 13.6%
Chase Enterprises, Inc.
One Commercial Plaza
Hartford, CT 06103
The Darland Trust 1,167,824 Shares <F2> 13.6%
P.O. Box 472
St. Peter's House, Le Bordage
St. Peter Port
Guernsey GYI6AY
Channel Islands
Spitzer Profit Sharing and 712,250 Shares <F3> 8.3%
Savings Plan
150 E. Bridge Street
Elyria, OH 44035
<FN>
<F1> Except as otherwise noted, the Company has no reason to believe that any
beneficial owner listed above does not have sole voting and investment
power with respect to these shares.
<F2> As of January 31, 1997. See footnote (6) on page 4 hereof.
<F3> Spitzer Profit Sharing and Savings Plan under agreement dated December
31, 1973, is an Employee Benefit Plan, Pension Fund subject to the
provisions of the Employee Retirement Income Security Act of 1974.
</FN>
</TABLE>
13
<PAGE>
RELATIONSHIP WITH INDEPENDENT PUBLIC AUDITORS
KPMG Peat Marwick LLP has served as the independent auditors for the company for
each of the years in the three-year period ended December 31, 1996. In recent
years, it has been the practice of the Board of Directors to annually review and
select independent auditors for the Company. The Board of Directors intends to
continue such practice and to make the selection of independent auditors later
in the year. The selection of independent auditors has not therefore been made
for the current fiscal year. Representatives of KPMG Peat Marwick LLP will be
present at the Annual Meeting of Stockholders with an opportunity to make a
statement and will be available to respond to appropriate questions, if any, of
the stockholders of the Company.
STOCKHOLDER PROPOSALS
Stockholders wishing to submit proposals for the Company's 1998 Proxy Statement
may do so prior to December 22, 1997 by letter addressed to the Company in care
of the Secretary.
OTHER MATTERS
Management does not know of any other business to be presented for consideration
at the meeting. If any other business properly comes before the meeting, or any
adjournment or adjournments thereof, the proxy holders will vote in regard
thereto according to their discretion insofar as such proxies are not limited to
the contrary. The 1996 Annual Report to Stockholders is being furnished to
stockholders along with this proxy statement.
By Order of the Board of Directors
Nicholas Z. Alexander, Secretary
April 18, 1997
A COPY OF THE COMPANY'S LAST ANNUAL REPORT ON FORM 10-K FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS AVAILABLE, WITHOUT CHARGE, UPON WRITTEN
REQUEST OF A BENEFICIAL OWNER OF COMMON STOCK ENTITLED TO VOTE AT THE MEETING.
REQUESTS FOR A COPY OF THE REPORT SHOULD BE DIRECTED TO NICHOLAS Z. ALEXANDER,
SECRETARY, ACCEL INTERNATIONAL CORPORATION, 475 METRO PLACE NORTH, SUITE 100,
P.O. BOX 7000, DUBLIN, OHIO 43017.
14
<PAGE>
[Front of Proxy Card]
ACCEL INTERNATIONAL CORPORATION
475 Metro Place North
Dublin, Ohio 43017
Proxy THIS PROXY IS SOLICITED
Annual Meeting of Stockholders BY THE BOARD OF DIRECTORS
May 20, 1997 OF THE COMPANY
The undersigned hereby appoints Thomas H. Friedberg and Nicholas Z. Alexander as
Proxies, each with the power to appoint a substitute, and hereby authorizes them
to represent and to vote as designated below, all of the shares of ACCEL
International Corporation held of record by the undersigned on April 4, 1997 at
the Annual Meeting of Stockholders to be held at the Adam's Mark Columbus Hotel,
Columbus, Ohio at 10:00 A.M. on May 20, 1997 or at any adjournment thereof.
1. ELECTION OF DIRECTORS
FOR all nominees listed below [ ] WITHHOLD AUTHORITY [ ]
(except as marked to the contrary below) to vote for all listed below
Robert Betagole Douglas J. Coats Richard Desich
Kermit G. Hicks John P. Redding David T. Chase
Raymond H. Deck Thomas H. Friedberg Stephen M. Qua
(INSTRUCTION: To withhold authority to vote for any individual, write
that nominee's name in the space provided below.)
_____________________________________________________________________
(Continued and to be signed, on the other side)
- - -------------------------------------------------------------------------------
[Back of Proxy Card]
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR THE DIRECTOR NOMINEES LISTED ON THE REVERSE SIDE. The
undersigned acknowledges receipt of this Notice of Annual Meeting of
Stockholders to be held on May 20, 1997 and the related Proxy Statement.
Please sign below exactly as name appears. When
shares are held by joint tenants, both should
sign. When signing as attorney, as executor,
administrator, trustee or guardian, please give
full title as such. If a corporation, please sign
in full corporate name by President or other
authorized officer. If a partnership, please sign
in partnership name by authorized person.
Dated______________________________________, 1997
__________________________________________________
Signature
__________________________________________________
Signature if held jointly
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
