SCHEDULE 13D
CUSIP No. 000794107 Page 1 of 14
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )
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ACC Corp.
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(Name of Issuer)
Common Stock, par value $.015 per share
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(Title of Class of Securities)
000794107
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(CUSIP Number)
Robert M. Van Degna
Fleet Equity Partners
111 Westminster Street
Providence, RI 02903
(401) 278-6770
-----------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 1, 1995
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1 (b) (3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1 (a) for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
<PAGE>
SCHEDULE 13D
CUSIP No. 000794107 Page 1 of 14
(Cover Page Continued)
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 000794107 Page 2 of 14
1. NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fleet Venture Resources, Inc.
TIN #: 05-0315508
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not Applicable
5. CHECK BOX / / IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Rhode Island
7. SOLE VOTING POWER
None
8. SHARED VOTING POWER
456,750
9. SOLE DISPOSITIVE POWER
None
10. SHARED DISPOSITIVE POWER
456,750
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
456,750
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
14. TYPE OF REPORTING PERSON*
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 000794107 Page 3 of 14
1. NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fleet Equity Partners VI, L.P.
TIN #: 05-0481063
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX / / IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
None
8. SHARED VOTING POWER
195,750
9. SOLE DISPOSITIVE POWER
None
10. SHARED DISPOSITIVE POWER
195,750
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
195,750
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
14. TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 000794107 Page 4 of 14
1. NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fleet Growth Resources II, Inc.
TIN #: 05-0481064
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not Applicable
5. CHECK BOX / / IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
None
8. SHARED VOTING POWER
195,750
9. SOLE DISPOSITIVE POWER
None
10. SHARED DISPOSITIVE POWER
195,750
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
195,750
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
14. TYPE OF REPORTING PERSON*
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 000794107 Page 5 of 14
1. NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fleet Growth Resources, Inc.
TIN #: 05-0401134
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not Applicable
5. CHECK BOX / / IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Rhode Island
7. SOLE VOTING POWER
None
8. SHARED VOTING POWER
195,750
9. SOLE DISPOSITIVE POWER
None
10. SHARED DISPOSITIVE POWER
195,750
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
195,750
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
14. TYPE OF REPORTING PERSON*
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 000794107 Page 6 of 14
1. NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Silverado IV Corp.
TIN #: 05-0481110
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not Applicable
5. CHECK BOX / / IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
None
8. SHARED VOTING POWER
195,750
9. SOLE DISPOSITIVE POWER
None
10. SHARED DISPOSITIVE POWER
195,750
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
195,750
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
14. TYPE OF REPORTING PERSON*
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 000794107 Page 7 of 14
1. NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fleet Private Equity Co., Inc.
TIN #: 05-0471718
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not Applicable
5. CHECK BOX / / IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Rhode Island
7. SOLE VOTING POWER
None
8. SHARED VOTING POWER
652,500
9. SOLE DISPOSITIVE POWER
None
10. SHARED DISPOSITIVE POWER
652,500
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
652,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
14. TYPE OF REPORTING PERSON*
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 000794107 Page 8 of 14
1. NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Chisholm Partners II, L.P.
TIN #: 05-0474058
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not Applicable
5. CHECK BOX / / IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
None
8. SHARED VOTING POWER
72,500
9. SOLE DISPOSITIVE POWER
None
10. SHARED DISPOSITIVE POWER
72,500
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
72,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
14. TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 000794107 Page 9 of 14
1. NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Silverado II, L.P.
TIN #: 05-0474036
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not Applicable
5. CHECK BOX / / IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
None
8. SHARED VOTING POWER
72,500
9. SOLE DISPOSITIVE POWER
None
10. SHARED DISPOSITIVE POWER
72,500
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
72,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
14. TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 000794107 Page 10 of 14
1. NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Silverado II, Corp.
TIN #: 05-0474043
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not Applicable
5. CHECK BOX / / IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
None
8. SHARED VOTING POWER
72,500
9. SOLE DISPOSITIVE POWER
None
10. SHARED DISPOSITIVE POWER
72,500
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
72,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
14. TYPE OF REPORTING PERSON*
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 000794107 Page 11 of 14
1. NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fleet Financial Group, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not Applicable
5. CHECK BOX / / IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Rhode Island
7. SOLE VOTING POWER
None
8. SHARED VOTING POWER
652,500
9. SOLE DISPOSITIVE POWER
None
10. SHARED DISPOSITIVE POWER
652,500
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
652,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
14. TYPE OF REPORTING PERSON*
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 000794107 Page 12 of 14
Item 1. Security and Issuer.
No change from original Filing.
Item 2. Identity and Background.
No change from original Filing.
Item 3. Source and Amount of Funds or Other Consideration.
Working Capital.
Aggregate purchase price was $900,000.
Item 4. Purpose of Transaction
Transfer between entities.
Item 5. Interest in Securities of the Issuer
Fleet Venture Resources, Inc. 456,750 (2) 5.0%
Fleet Equity Partners VI, L.P. 195,750 (2) (4) 2.2%
Fleet Growth Resources II, Inc. 195,750 (2) (4) 2.2%
Fleet Growth Resources, Inc. 195,750 (2) (4) 2.2%
Silverado IV Corp. 195,750 (2) (4) 2.2%
Fleet Private Equity Co., Inc. 652,500 (2) (4) 7.2%
Chisholm Partners II, L.P. 72,500 (2) (4) 0.8%
Silverado II, L.P. 72,500 (2) (4) 0.8%
Silverado II Corp. 72,500 (2) (4) 0.8%
Fleet Financial Group, Inc. 652,500 (2) (4) 7.2%
(1) The filing of this Statement shall not be construed as an admission by any
Reporting Person that, for the purposes of 13(d) or 13(g) of the Act, such
Reporting Person is the beneficial owner of any securities covered by this
Statement other than securities owned of record by such Reporting Person.
(2) These shares of Common Stock are not presently outstanding. However, they
are issuable upon conversion of the Series A Preferred and exercise of the
Warrants.
(3) Based on 7,855,062 shares of Common Stock deemed outstanding (9,067,895
assuming full conversion of the Series A Preferred and the Warrants), as
reported in the Company's report on Form 10-Q.
(4) Fleet Venture Resources, Inc. owns of record 6,300 Series A Preferred Stock
and 63,000 Common Stock Warrants, which in aggregate are
convertible/exercisable into 456,750 shares of common stock. In addition,
Fleet Venture Resources, Inc. owns 393,750 Contingent Common Stock Warrants
which are exercisable only if the Series A Preferred Stock is not converted
to shares of common stock.
Fleet Equity Partners VI, L.P. owns of record 2,700 Series A Preferred
Stock and 27,000 Common Stock Warrants, which in aggregate are
convertible/exercisable into 195,750 shares of common stock. In addition,
Fleet Equity Partners VI, L.P. owns 168,750 Contingent Common Stock
Warrants which are exercisable only if the Series A Preferred Stock is not
converted to shares of common stock.
<PAGE>
SCHEDULE 13D
CUSIP No. 000794107 Page 13 of 14
Fleet Growth Resources II, Inc. is a General Partner of Fleet Equity Partners
VI, L.P., and as such may be deemed to possess indirect beneficial ownership of
the shares of Common Stock deemed beneficially held by Fleet Equity Partners VI,
L.P.
Fleet Growth Resources, Inc. owns all of the outstanding Common Stock of Fleet
Growth Resources II, Inc., and as such may be deemed to possess indirect
beneficial ownership of the shares of Common Stock deemed beneficially held by
Fleet Equity Partners VI, L.P.
Silverado IV Corp. is a General Partner of Fleet Equity Partners VI, L.P., and
as such may be deemed to possess indirect beneficial ownership of the shares of
Common Stock deemed beneficially held by Fleet Equity Partners VI, L.P.
Fleet Private Equity Co., Inc. owns all of the outstanding Common Stock of Fleet
Venture Resources, Inc. and Fleet Growth Resources, Inc., and as such may be
deemed to possess indirect beneficial ownership of the shares of Common Stock
deemed beneficially held by Fleet Venture Resources, Inc. and Fleet Equity
Partners VI, L.P.
Silverado II Corp. is the General Partner of Silverado II, L.P. which is the
General Partner of Chisholm Partners II, L.P., and as such may be deemed to
possess indirect beneficial ownership of the shares of Common Stock deemed
beneficially held by Chisholm Partners II, L.P.
Silverado II, L.P. is the General Partner of Chisholm Partners II, L.P., as such
may be deemed to possess indirect beneficial ownership of the shares of Common
Stock deemed beneficially held by Chisholm Partners II, L.P.
Chisholm Partners II, L.P. owns of record 1,000 Series A Preferred Stock and
10,000 Common Stock Warrants, which in aggregate are convertible/exercisable
into 72,500 shares of common stock. In addition, Chisholm Partners II, L.P.
owns 62,500 Contingent Common Stock Warrants which are exercisable only if the
Series A Preferred Stock is not converted to shares of common stock.
Fleet Financial Group, Inc. owns all of the outstanding Common Stock of Fleet
Private Equity Co., Inc., which owns Fleet Venture Resources, Inc. and Fleet
Growth Resources, Inc., and by virtue of the relationships previously described,
may thus be deemed to possess indirect beneficial ownership of the shares of
Common Stock deemed beneficially held by Fleet Venture Resources, Inc. and Fleet
Growth Resources, Inc.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Except as set forth in the previous Filing, none of the Reporting
Persons has any contract, arrangement, understanding or
relationship (legal or otherwise) with any person with respect to
securities of the Company, including, but not limited to,
transfer or voting of any of the Company securities, finder's
fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving
or withholding of proxies.
Item 7. Materials to be Filed as Exhibits.
None.
<PAGE>
SCHEDULE 13D
CUSIP No. 000794107 Page 14 of 14
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
February 14, 1996 FLEET VENTURE RESOURCES, INC.
/s/ Robert M. Van Degna
--------------------------------
By Robert M. Van Degna
Its Chairman & CEO
