Registration No: 333-12195
Filed pursuant to Rule 424(b)(2)
PROSPECTUS SUPPLEMENT ISSUED September 20, 1996 (Subject to Completion)
(To Prospectus dated September 20, 1996)
1,227,753 Shares
ACC Corp.
CLASS A COMMON STOCK
__________________
All of the 1,227,753 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
19, 1996, the reported last sale price of the Class A Common Stock on the
Nasdaq National Market was $52 1/2 per share.
_______________
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. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
________________
PRICE $__________ A SHARE
_______________
Underwriting Proceeds to
Price to Discounts and Selling
Public Commissions(1) Shareholders
Per Share. . . . . . . $________ $___________ $_____________
Total. . . . . . . . . $________ $___________ $_____________
(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.
_______________
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 __, 1996 at the office
of Morgan Stanley & Co. Incorporated, New York, N.Y., against payment therefor
in immediately available funds.
_______________
MORGAN STANLEY & CO. WHEAT FIRST BUTCHER SINGER
Incorporated
September ___, 1996
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Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy the securities described herein, nor shall
there be any sale of such securities in any State in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such State.
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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 set forth opposite the
names of such Underwriters below:
Number of
Name Shares
Morgan Stanley & Co. Incorporated . . . . . . . . . . . . . . . . . .
Wheat, First Securities, Inc. . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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 part of the shares of Class A
Common Stock directly to the public at the Price to Public set forth on the
cover page hereof and part to certain dealers at a price that represents a
concession not in excess of $_____ per share under the Price to Public. The
Underwriters may allow, and such dealers may reallow, a concession not in
excess of $_____ per share to other Underwriters or to certain dealers. After
the initial offering of the shares of Class A Common Stock, the offering price
and other selling terms may from time to time be varied by the Underwriters.
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 or (B) enter into any swap other
agreement that transfers, 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) any shares of Class A Common
Stock issued by the Company upon the exercise of an option or warrant or the
conversion of a security outstanding on the date hereof and described in this
Prospectus and (iii) any options or similar securities issued pursuant to the
Company's Employee Long-Term Incentive Plan, Employee Stock Purchase Plan and,
with respect to any new directors, stock option plan for non-employee
directors, 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 and selling group members 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.
