<PAGE>
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
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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.
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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.
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PRICE $45 A SHARE
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<TABLE>
<CAPTION>
UNDERWRITING PROCEEDS TO
PRICE TO DISCOUNT AND SELLING
PUBLIC COMMISSIONS(1) SHAREHOLDERS
-------- -------------- ------------
<S> <C> <C> <C>
Per Share.............................. $45.00 $1.80 $43.20
Total.................................. $53,762,490 $2,150,500 $51,611,990
</TABLE>
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(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.
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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.
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MORGAN STANLEY & CO. WHEAT FIRST BUTCHER SINGER
Incorporated
September 26, 1996
<PAGE>
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:
<TABLE>
<CAPTION>
NUMBER OF
NAME SHARES
---- ---------
<S> <C>
Morgan Stanley & Co. Incorporated............................... 716,833
Wheat, First Securities, Inc. .................................. 477,889
---------
Total......................................................... 1,194,722
=========
</TABLE>
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.
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