SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 3, 1997
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ACC CORP.
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(Exact name of registrant as specified in its charter)
Delaware 0-14567 16-1175232
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
400 WEST AVENUE, ROCHESTER, NEW YORK 14611
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (716) 987-3000
Not Applicable
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(Former name or former address, if changed since last report)
Exhibit Index Appears at Page 4
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ITEM 5. OTHER EVENTS
On October 3, 1997, ACC Corp. ("ACC") announced it had adopted a
Shareholder Rights Plan pursuant to which preferred stock purchase rights
will be distributed to shareholders as a dividend on October 15, 1997, or
as soon as reasonably practicable thereafter, at the rate of one Right for
each share of Class A Common Stock held of record as of the close of
business on October 15, 1997. The Plan was adopted to enable the Board of
Directors to protect ACC against any takeover attempt that the Board
considers abusive and not in the best interests of shareholders.
Each Right, when exercisable, will entitle shareholders to buy
one one-thousandth of a share of a newly created Series A Preferred Stock
of ACC at an exercise price of $150 per Right. Under certain circumstances
the Rights would entitle holders thereof to acquire securities of ACC or
another person with a market value equal to twice the value of the exercise
price. Subject to certain exceptions, the Rights will be exercisable ten
days after a person or group (except for certain excluded persons) acquires
beneficial ownership of 15% or more of ACC's outstanding Class A Common
Stock or commences a tender or exchange offer upon consummation of which
such person or group would beneficially own 15% or more of ACC's
outstanding Class A Common Stock. The Rights will be redeemable by the
Board at any time prior to the time a person or group acquires 15% or more
of ACC's outstanding Class A Common Stock and under certain other
circumstances at a redemption price of $.01 per Right.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits.
4.1 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.
99.1 Press release dated October 3, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
ACC Corp.
Dated: October 3, 1997 By: /s/ Michael R. Daley
_________________________
Michael R. Daley
Chief Financial Officer
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EXHIBIT INDEX
Sequentially
Numbered
Exhibit No. Description Page
- ----------- ------------------------------- -------------
4.1 Rights Agreement, dated as of Incorporated by
October 3, 1997, between ACC reference from Exhibit
Corp. and First Union National 1 to ACC's Registration
Bank, as Rights Agent, which Statement on Form 8-A
includes as Exhibit A -- Form of dated October 3, 1997.
Rights Certificate; Exhibit B --
Summary of Rights to Purchase
Preferred Stock; and Exhibit C --
Certificate of Designation.
99.1 Press Release dated October 3, Filed herewith
1997.
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Exhibit 99.1
PRESS RELEASE
FOR IMMEDIATE RELEASE
Contact: Philip H. Yamman, VP Investor Relations
(716) 987-3301
ACC CORP. ADOPTS SHAREHOLDER RIGHTS PLAN
ROCHESTER, NY, (October 3, 1997) - ACC Corp. (NASDAQ;ACCC) today
announced that its Board of Directors had adopted a Shareholder Rights
Plan. In connection with this plan, ACC's Board of Directors declared a
dividend of one Preferred Stock Purchase Right on each outstanding share of
ACC Common Stock. The dividend will be distributed on October 15, 1997 to
shareholders of record on that date.
Subject to certain exceptions, the Rights will be exercisable
only if a person or group acquires 15 percent or more of ACC's Common Stock
or announces a tender or exchange offer which would result in ownership by
a person or group of 15 percent or more of the Common Stock.
Each Right, which is not presently exercisable, will entitle its
holder to buy one one-thousandth of a share of Series A preferred stock at
an exercise price of $150.00. Each Right will entitle its holder (other
than the acquiring person or group) to purchase, at the exercise price,
shares of the preferred stock or shares of the acquiring company having a
market value of twice such price.
The Company can redeem the Rights for $.01 per Right before the
acquisition by a person or group of 15 percent or more of the Company's
Common Stock and thereafter under certain circumstances.
According to ACC, the adopted plan is very similar to plans
adopted by many public companies. The plan is designed to assure that
shareholders are not deprived of their rights to share in the full measure
of the Company's long term potential, while nor preventing a fairly valued
bid for the Company.
Further details concerning the Rights Plan are contained in a
letter that will be mailed to all ACC shareholders after the Record Date.
ACC Corp. is an international telecommunications holding company
headquartered in Rochester, New York. ACC subsidiaries provide
telecommunications services to business, residential and student customers
in the United States, Canada, the United Kingdom, and Germany, as well as
specialized programs for colleges, universities, and other carriers.
