SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ACC CORP.
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(Exact name of registrant as specified in its charter)
Delaware 16-1175232
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(State of incorporation (I.R.S. employer
or organization) identification no.)
400 West Avenue
Rochester, New York 14611
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(Address of principal (zip code)
executive offices)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Title of Each Class Name of Each Exchange on which
to be so registered Each Class is to be Registered
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None None
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Preferred Stock Purchase Rights
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(Title of Class)
Exhibit Index Appears on Sequentially Numbered Page 6
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The response to Item 1 of ACC Corp's Registration Statement
on Form 8-A, dated October 3, 1997, is hereby amended and restated to read
as follows:
On October 3, 1997, the Board of Directors of ACC Corp. (the
"Company") declared a dividend of one preferred share purchase right (a
"Right") for each outstanding share of Class A Common Stock, par value
$.015 per share, of the Company (the "Common Stock"). The dividend is
payable on October 15, 1997 (the "Record Date"), or as soon as reasonably
practicable thereafter, to the shareholders of record on October 15, 1997.
Each Right entitles the registered holder to purchase from the Company one
one-thousandth of a share (a "Unit") of Series A Preferred Stock, par value
$1.00 per share (the "Preferred Stock"), of the Company at a price of $150
per one one-thousandth of a share of Preferred Stock (the "Purchase
Price"), subject to adjustment. The description and terms of the Rights
are set forth in a Rights Agreement dated as of October 3, 1997
(the "Rights Agreement"), between the Company and First Union National
Bank, as Rights Agent (the "Rights Agent"), and in the Amendments to
the Rights Agreement between the Company and the Rights Agent, dated as of
November 6, 1997 and November 26, 1997 (collectively, the "Amendments")
as the same may be amended from time to time.
Initially, the Rights will attach to all certificates representing
shares of outstanding Company Common Stock, and no separate Rights
Certificates will be distributed. The Rights will separate from the
Company Common Stock and the "Distribution Date" will occur upon the
earlier of (i) 10 days following a public announcement (the date of such
announcement being the "Stock Acquisition Date") that a person or group of
affiliated or associated persons (other than the Company, any subsidiary of
the Company or any employee benefit plan of the Company or such subsidiary)
(an "Acquiring Person") has acquired, obtained the right to acquire, or
otherwise obtained beneficial ownership of 15% or more of the then
outstanding shares of Company Common Stock, and (ii) 10 business days (or
such later date as may be determined by action of the Board of Directors
prior to such time as any person becomes an Acquiring Person) following the
commencement of a tender offer or exchange offer that would result in a
person or group beneficially owning 15% or more of the then outstanding
shares of Company Common Stock. The Amendments provide that
during the period commencing on November 6, 1997 ending on December 31,
1998, the Distribution Date will occur upon the earlier of (a)
10 days following a public announcement (the date of such
announcement being the "Stock Acquisition Date") that a person or group of
affiliated or associated persons (other than the Company, any subsidiary of
the Company or any employee benefit plan of the Company or such subsidiary)
(an "Acquiring Person") has acquired, obtained the right to acquire, or
otherwise obtained beneficial ownership of 7.5% or more of the then
outstanding shares of Company Common Stock, and (b) 10 business days (or
such later date as may be determined by action of the Board of Directors
prior to such time as any person becomes an Acquiring Person) following the
commencement of a tender offer or exchange offer that would result in a
person or group beneficially owning 7.5% or more of the then outstanding
shares of Company Common Stock. For purposes of the Amendments, an
Acquiring Person shall not include any Person who was the Beneficial
Owner of 7.5% or more of the shares of the Company Common Stock
outstanding on November 6, 1997 provided such Person does not become the
Beneficial Owner of any additional shares of the Company Common Stock
after such date. Until the Distribution Date,
(i) the Rights will be evidenced by Company Common Stock certificates
and will be transferred with and only with such Company Common
Stock certificates, (ii) new Company Common Stock
certificates issued after the Record Date (also including shares
distributed from Treasury) will contain a notation incorporating the
Rights Agreement, as amended, by reference and (iii) the surrender for
transfer of any certificates representing outstanding Company Common Stock
will also constitute the transfer of the Rights associated with the Company
Common Stock represented by such certificates.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on the tenth anniversary of the Rights
Agreement unless earlier redeemed by the Company as described below.
As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of Company Common Stock as
of the close of business on the Distribution Date and, thereafter, the
separate Rights Certificates alone will represent the Rights.
In the event that (i) the Company is the surviving corporation in a
merger with an Acquiring Person and shares of Company Common Stock shall
remain outstanding, (ii) a
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person becomes an Acquiring Person, (iii) an Acquiring Person engages in
one or more "self-dealing" transactions as set forth in the Rights
Agreement, or (iv) during such time as there is an Acquiring Person, an
event occurs which results in such Acquiring Person's ownership interest
being increased by more than 1% (E.G., by means of a recapitalization)
(each such event being a "SECTION 11(A)(II) EVENT"), THEN, in each such
case, each holder of a Right will thereafter have the right to receive,
upon exercise, Units of Preferred Stock (or, in certain circumstances,
Company Common Stock, cash, property or other securities of the Company)
having a value equal to two times the exercise price of the Right. The
exercise price is the Purchase Price multiplied by the number of Units of
Preferred Stock issuable upon exercise of a Right prior to the events
described in this paragraph. Notwithstanding any of the foregoing,
following the occurrence of any of the events set forth in this paragraph,
all Rights that are, or (under certain circumstances specified in the
Rights Agreement) were, beneficially owned by any Acquiring Person will be
null and void.
In the event that, at any time following the Stock Acquisition Date,
(i) the Company is acquired in a merger or other business combination
transaction and the Company is not the surviving corporation (other than a
merger described in the preceding paragraph), (ii) any Person consolidates
or merges with the Company and all or part of the Company Common Stock is
converted or exchanged for securities, cash or property of any other Person
or (iii) 50% or more of the Company's assets or earning power is sold or
transferred, each holder of a Right (except Rights which previously have
been voided as described above) shall thereafter have the right to receive,
upon exercise, common stock of the ultimate parent of the Acquiring Person
having a value equal to two times the exercise price of the Right. The
Amendments provide that clauses (i), (ii) and (iii) of this paragraph shall
not apply with respect to the merger of a subsidiary of Teleport
Communications Group Inc. ("TCG") into the Company and the exchange of
shares of Company Common Stock for Class A Common Stock of TCG pursuant to
a certain Agreement and Plan of Merger dated as of November 26, 1997 by
and among the Company, TCG and TCG Merger Co., Inc. (the "Merger
Agreement"), provided that the consummation of the merger contemplated by the
Merger Agreement sahll remain subject to Section 13(c) of the Rights
Agreement.
The Purchase Price payable, and the number of Units of Preferred Stock
issuable, upon exercise of the Rights are subject to adjustment from time
to time to prevent dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Preferred Stock,
(ii) if holders of the Preferred Stock are granted certain rights or
warrants to subscribe for Preferred Stock or convertible securities at less
than the current market price of the Preferred Stock, or (iii) upon the
distribution to the holders of the Preferred Stock of evidences of
indebtedness, cash or assets (excluding regular quarterly cash dividends)
or of subscription rights or warrants (other than those referred to above).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. The Company is not required to issue fractional Units. In lieu
thereof, an adjustment in cash may be made based on the market price of the
Preferred Stock prior to the date of exercise.
At any time until ten business days following the Stock Acquisition
Date, a majority of the Company's Board of Directors may redeem the Rights
in whole, but not in part, at a price of $.01 per Right (subject to
adjustment in certain events) (the "Redemption Price"), payable, at the
election of such majority of the Company's Board of Directors, in cash or
shares of Company Common Stock. Immediately upon the action of a majority
of the Company's Board of Directors ordering the redemption of the Rights,
the Rights will terminate and the only right of the holders of Rights will
be to receive the Redemption Price.
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<PAGE>
The Board of Directors, at its option, may exchange each Right for
(i) one Unit of Preferred Stock or (ii) such number of Units of Preferred
Stock as will equal (x) the difference between the aggregate market price
of the number of Units of Preferred Stock to be received upon a
Section 11(a)(ii) Event the purchase price set forth in the Rights
Agreement, divided by (y) the market price per Unit of Preferred Stock upon
a Section 11(a)(ii) Event.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends. While the distribution of the
Rights will not be taxable to stockholders or to the Company, stockholders
may, depending upon the circumstances, recognize taxable income in the
event that the Rights become exercisable for Units of Preferred Stock (or
other consideration).
Any of the provisions of the Rights Agreement may be amended without
the approval of the holders of Company Common Stock at any time prior to
the Distribution Date. After the Distribution Date, the provisions of the
Rights Agreement may be amended in order to cure any ambiguity, defect or
inconsistency, to make changes which do not adversely affect the interests
of holders of Rights (excluding the interests of any Acquiring Person), or
to shorten or lengthen any time period under the Rights Agreement;
provided, however, that no amendment to adjust the time period governing
redemption shall be made at such time as the Rights are not redeemable.
The Units of Preferred Stock that may be acquired upon exercise of the
Rights will be nonredeemable and subordinate to any other shares of
preferred stock that may be issued by the Company.
Each Unit of Preferred Stock will receive ratably any dividend
declared on the Company Common Stock.
In the event of liquidation, the holder of Preferred Stock will
receive a preferred liquidation payment equal to the greater of $1.00 per
Unit or the per share amount paid in respect of a share of the Company
Common Stock.
Each Unit of Preferred Stock will have one vote, voting together with
the Company Common Stock.
In the event of any merger, consolidation or other transaction in
which shares of Company Common Stock are exchanged, each Unit of Preferred
Stock will be entitled to receive the per share amount paid in respect of
each share of Company Common Stock.
The rights of holders of the Preferred Stock to dividends, liquidation
and voting, and in the event of mergers and consolidations, are protected
by customary antidilution provisions.
Because of the nature of the Preferred Stock's dividend, liquidation
and voting rights, the economic value of one Unit of Preferred Stock that
may be acquired upon the exercise of
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<PAGE>
each Right is expected to approximate the economic value of one share of
Company Common Stock.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the
Company without conditioning the offer on (i) the Rights being redeemed or
(ii) a substantial number of Rights being acquired.
Attached hereto as Exhibit 1 and incorporated herein by reference are
a copy of the Rights Agreement, dated as of October 3, 1997, between the
Company and First Union National Bank, as Rights Agent, specifying the
terms of the Rights, and the exhibits thereto, as follows: Exhibit A --
Form of Rights Certificate; Exhibit B -- Summary of Rights to Purchase
Preferred Stock; and Exhibit C -- Certificate of Designation.
Attached hereto as Exhibit 2 and Exhibit 3, respectively,
and incorporated herein by reference, is a copy of Amendments to the
Rights Agreement, dated as of November 6, 1997, and November 26, 1997,
each of which is between the Company and the Rights Agent. The foregoing
description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement,
the Amendments and the exhibits thereto.
ITEM 2. EXHIBITS.
1. Form of Rights Agreement, dated as of October 3, 1997, between ACC
Corp. and First Union National Bank, as Rights Agent, which includes
as Exhibit A -- Form of Rights Certificate; Exhibit B -- Summary of
Rights to Purchase Preferred Stock; and Exhibit C -- Certificate of
Designation (Filed as Exhibit 1 to the Company's Registration
Statement on Form 8/A filed October 3, 1997).
2. Amendment to Rights Agreement, dated November 6, 1997 between ACC
Corp. and First Union National Bank (Filed herewith).
3. Second Amendment to Rights Agreement, dated as of November 26, 1997
between ACC Corp. and First Union National Bank (Filed herewith).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: December 10, 1997
ACC CORP.
By: /s/ Michael R. Daley
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Michael R. Daley
Chief Financial Officer
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<PAGE>
EXHIBIT INDEX
Exhibit Sequentially
Number Exhibit Numbered Page
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1. Form of Rights Agreement, dated as Filed as Exhibit
of October 3, 1997, between ACC 1 to the Company's
Corp. and First Union National Registration
Bank, as Rights Agent, which Statement on Form
includes as Exhibit A -- Form of 8/A, filed on
Rights Certificate; Exhibit B -- October 3, 1997
Summary of Rights to Purchase
Preferred Stock; and Exhibit C --
Certificate of Designation.
2. Amendment to Rights Agreement Filed herewith
dated as of November 6, 1997,
between ACC Corp. and First Union
National Bank.
3. Second Amendment to Rights Agreement Filed herewith
dated as of November 26, 1997,
between ACC Corp. and First Union
National Bank.
Page 6
AMENDMENT
to
RIGHTS AGREEMENT
between
ACC CORP.
and
FIRST UNION NATIONAL BANK
This Amendment (the "Amendment") is made as of the 6th day of
November, 1997 and amends the Rights Agreement (the "Rights Agreement")
dated as of October 3, 1997 between ACC Corp., a Delaware corporation (the
"Company"), and First Union National Bank, a North Carolina banking
corporation (the "Rights Agent"). All capitalized terms used herein and
not otherwise defined shall have the same meaning as set forth in the
Rights Agreement.
WHEREAS, the Company and the Rights Agent desire to amend, for a
limited period of time, certain provisions of the Rights Agreement so as to
temporarily change the threshold at which the flip-in provisions of the
Rights Agreement are triggered.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein, the Company and the Rights Agent hereby agree
as follows:
1. During the Amendment Period (as defined in Section 3 of this
Amendment), Section 1(a) of the Rights Agreement is hereby amended to read
as follows:
(a) "ACQUIRING PERSON" shall mean any Person who or which, alone
or together with all Affiliates and Associates of such Person, shall be the
Beneficial Owner of 7.5% or more of the shares of the Company Common Stock
then outstanding, but shall not include (x) any Person who was the
Beneficial Owner of 7.5% or more of the shares of the Company Common Stock
outstanding on November 6, 1997 provided such Person does not become the
Beneficial Owner of any additional shares of the Company Common Stock after
such date or (y) the Company, any Subsidiary of the Company, any employee
benefit plan maintained by the Company or any of its Subsidiaries or any
trustee or fiduciary with respect to such plan acting in such capacity or
(z) any such Person who has become and is such a Beneficial Owner solely
because (A) of a change in the aggregate number of shares of the Company
Common Stock since the last date on which such Person acquired Beneficial
Ownership of any shares of the Company Common Stock or (B) it acquired such
Beneficial Ownership in the good faith belief that such acquisition would
not (1) cause such Beneficial Ownership to exceed 7.5% of the shares of the
Company Common Stock then outstanding and such Person relied in good faith
in computing the percentage of its Beneficial Ownership on publicly filed
reports or documents of the Company which are inaccurate or out-of-date or
(2) otherwise cause a Distribution Date or the adjustment provided for in
Section 11(a)(ii) to occur. Notwithstanding clause (B) of the prior
sentence, if any Person that is not an Acquiring Person due to such
clause (B) does not reduce its percentage of Beneficial
<PAGE>
Ownership of the Company Common Stock to 7.5% or less by the Close of
Business on the fifth Business Day after notice from the Company (the date
of notice being the first day) that such Person's Beneficial Ownership of
the Company Common Stock so exceeds 7.5%, such Person shall at the end of
such five Business Day period, become an Acquiring Person (and such
clause (B) shall no longer apply to such Person). For purposes of this
definition, the determination whether any Person acted in "good faith"
shall be conclusively determined by the Board of Directors of the Company,
acting by a vote of those directors of the Company whose approval would be
required to redeem the rights under Section 23.
2. During the Amendment Period (as defined in Section 3 of this
Amendment), Section 3(a) of the Rights Agreement is hereby amended to read
as follows:
SECTION 3. ISSUE OF RIGHTS CERTIFICATES.
(a) Until the earlier of (i) the Close of Business on the tenth
day after the Stock Acquisition Date and (ii) the Close of Business on the
tenth Business Day (or such later date as may be determined by action of
the Company's Board of Directors prior to such time as any Person becomes
an Acquiring Person, and of which the Company will give the Rights Agent
prompt written notice) after the date that a tender or exchange offer by
any Person (other than the Company, any Subsidiary of the Company, any
employee benefit plan maintained by the Company or any of its Subsidiaries
or any trustee or fiduciary with respect to such plan acting in such
capacity) is first published or sent or given within the meaning of
Rule 14d-4(a) of the Exchange Act Regulations or any successor rule, if
upon consummation thereof such Person would be the Beneficial Owner of 7.5%
or more of the shares of Company Common Stock then outstanding (the earlier
of (i) and (ii) above being the "DISTRIBUTION DATE"), (x) the Rights will
be evidenced (subject to the provisions of paragraph (b) of this Section 3)
by the certificates for shares of Company Common Stock registered in the
names of the holders of shares of Company Common Stock as of and subsequent
to the Record Date (which certificates for shares of Company Common Stock
shall be deemed also to be certificates for Rights) and not by separate
certificates, and (y) the Rights will be transferable only in connection
with the transfer of the underlying shares of Company Common Stock
(including a transfer to the Company). As soon as practicable after the
Company has notified the Rights Agent of the occurrence of the Distribution
Date, the Rights Agent will send by first-class, insured, postage prepaid
mail, to each record holder of shares of Company Common Stock as of the
Close of Business on the Distribution Date, at the address of such holder
shown on the records of the Company, one or more rights certificates, in
substantially the form of Exhibit A hereto (the "RIGHTS CERTIFICATES"),
evidencing one Right for each share of Company Common Stock so held,
subject to adjustment as provided herein. In the event that an adjustment
in the number of Rights per share of Company Common Stock has been made
pursuant to Section 11(p), at the time of distribution of the Rights
Certificates, the Company shall make the necessary and appropriate
<PAGE>
rounding adjustments (in accordance with Section 14(a)) and shall give
prompt written notice of such rounding adjustments to the Rights Agent
which adjustments shall be binding on the Rights Agent and on the holders
of the rights, so that Rights Certificates representing only whole numbers
of Rights are distributed and cash is paid in lieu of any fractional
Rights. As of and after the Distribution Date, the Rights will be
evidenced solely by such Rights Certificates.
3. For purposes of this Amendment, the "Amendment Period" shall
mean the period commencing on the date hereof and ending on December 31,
1997.
4. Except as expressly amended hereby, the Rights Agreement
remains in full force and effect as written.
IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed by their duly authorized officers on the date first above written.
ACC CORP. FIRST UNION NATIONAL BANK
By: /s/ Michael R. Daly By:/s/ Frances S. Beam
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Name: Michael R. Daley Name: Frances S. Beam
Title: Chief Financial Officer Title: Vice President
SECOND AMENDMENT
to
RIGHTS AGREEMENT
between
ACC CORP.
and
FIRST UNION NATIONAL BANK
This Second Amendment (the "Second Amendment") is made as of the
26th day of November, 1997 and amends the Rights Agreement dated as of
October 3, 1997 as amended by the Amendment dated as of November 6, 1997
(the "Rights Agreement") between ACC Corp., a Delaware corporation (the
"Company"), and First Union National Bank, a North Carolina banking
corporation (the "Rights Agent"). All capitalized terms used herein and
not otherwise defined shall have the same meaning as set forth in the
Rights Agreement.
WHEREAS, the Company has entered into an Agreement and Plan of
Merger by and among Teleport Communications Group Inc. and its subsidiary
TCG Merger Co., Inc., dated as of November 26, 1997;
WHEREAS, the Company desires in connection with the Merger
Agreement to extend the period during which the flip-in provisions of the
Rights Agreement are triggered at 7-1/2% and to remove Teleport
Communications Group Inc. from the application of the Rights Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein, the Company and the Rights Agent hereby agree
as follows:
1. The Amendment Period as set forth in the Rights Agreement
shall mean the period commencing on November 6, 1997 and ending on
December 31, 1998.
2. For the purposes of the Rights Agreement, the merger of a
subsidiary of Teleport Communications Group Inc. into the Company and the
exchange of all of the shares of Class A Common Stock of the Company for
shares of Class A Common Stock of Teleport Communications Group Inc. shall
not be deemed to be a Section 13 Event provided that consummation of the
Merger Agreement shall remain subject to Section 13(c) of the Rights
Agreement.
3. Except as expressly amended hereby, the Rights Agreement
remains in full force and effect as written.
<PAGE>
-2-
IT WITNESS WHEREOF, the parties have caused this Amendment to be
executed by their duly authorized officers on the date first above written.
ACC CORP. FIRST UNION NATIONAL BANK
By: /s/ Michael R. Daley By:/s/ Frances S. Beam
------------------------- --------------------------
Name: Michael R. Daley Name: Frances S. Beam
Title: Chief Financial Officer Title: Vice President
