SCHEDULE 13D
Amendment No. 5
Tel Save Holdings Incorporated
common stock
Cusip # 879176105
Cusip # 879176105
Item 1: Fidelity International Limited
Item 4: PF
Item 6: Bermuda
Item 7: 574,500
Item 8: None
Item 9: 574,500
Item 10: None
Item 11: 6,779,226
Item 13: 10.48%
Item 14: HC, IA
PREAMBLE
The filing of this Schedule 13D is not, and should not be
deemed to be, an admission that such Schedule 13D is required to
be filed. See the discussion under Item 2.
Item 1. Security and Issuer.
This statement relates to shares of the common stock, $0.01
par value (the "Shares") of Tel Save Holdings Incorporated, a
Delaware corporation (the "Company"). The principal executive
offices of the Company are located at 6805 Route 202, New Hope,
PA 18938.
Item 2. Identity and Background.
Item 2 is amended as follows:
This statement is being filed by Fidelity International
Limited, a Bermuda joint stock company incorporated for an
unlimited duration by private act of the Bermuda legislature
("FIL"). A separate Schedule 13D is being filed by FMR Corp., a
Massachusetts Corporation ("FMR"), with respect to the Shares.
FIL is an investment adviser which provides investment advisory
and management services to a number of non-U.S. investment
companies or instrument trusts (the "International Funds") and
certain institutional investors. The principal office of FIL is
located at Pembroke Hall, 42 Crow Lane, Hamilton, Bermuda.
FMR is a holding company one of whose principal assets is
the capital stock of a wholly-owned subsidiary, Fidelity
Management & Research Company ("Fidelity"), which is also a
Massachusetts corporation. Fidelity is an investment adviser
which is registered under Section 203 of the Investment Advisers
Act of 1940 and which provides investment advisory services to
more than 30 investment companies which are registered under
Section 8 of the Investment Company Act of 1940 and serves as
investment adviser to certain other funds which are generally
offered to limited groups of investors (the "Fidelity Funds").
Fidelity Management Trust Company ("FMTC"), a wholly-owned
subsidiary of FMR Corp. and a bank as defined in Section 3(a)(6)
of the Securities Exchange Act of 1934, serves as trustee or
managing agent for various private investment accounts, primarily
employee benefit plans and serves as investment adviser to
certain other funds which are generally offered to limited groups
of investors (the "Accounts"). Various directly or indirectly
held subsidiaries of FMR are also engaged in investment
management, venture capital asset management, securities
brokerage, transfer and shareholder servicing and real estate
development. The principal offices of FMR, Fidelity, and FMTC
are located at 82 Devonshire Street, Boston, Massachusetts 02109.
Prior to June 30, 1980, FIL was a majority-owned subsidiary
of Fidelity. On that date, the shares of FIL held by Fidelity
were distributed as a dividend, to the shareholders of FMR. FIL
currently operates as an entity independent of FMR and Fidelity,
with certain common shareholders. The International Funds and
FIL's other clients, with the exception of Fidelity and an
affiliate of Fidelity, are non-U.S. entities.
Members of the Edward C. Johnson 3d family are the
predominant owners of Class B shares of common stock of FMR
representing approximately 49% of the voting power of FMR. Mr.
Johnson 3d owns 12.0% and Abigail Johnson owns 24.5% of the
aggregate outstanding voting stock of FMR. The Johnson family
group and all other Class B shareholders have entered into a
shareholders' voting agreement under which all Class B shares
will be voted in accordance with the majority vote of Class B
shares. Accordingly, through their ownership of voting common
stock and the execution of the shareholders' voting agreement,
members of the Johnson family may be deemed, under the Investment
Company Act of 1940, to form a controlling group with respect to
FMR.
In addition, a partnership controlled by Mr. Johnson and
members of his family own shares of FIL voting stock with the
right to cast approximately 47.22% of the total votes which may
be cast by all holders of FIL voting stock. Mr. Johnson 3d is
Chairman of FMR and FIL. FMR and FIL are separate and
independent corporate entities. FMR and FIL are managed
independently and their boards of Directors are generally
composed of different individuals. Their investment decisions
are made independently, and clients are different organizations.
The business address and principal occupation of Mr. Johnson 3d
is set forth in Schedule A hereto.
Effective July 1, 1993, Fidelity became sub-advisor to
Fidelity American Special Situations Trust ("FASST").
FASST is a unit trust established and authorized by the
Department of Trade and Industry under the laws of England. The
investment advisor of FASST is Fidelity Investment Services
Limited, an English company and a subsidiary of FIL.
The Shares to which this statement relates are owned
directly by eight of the Fidelity Funds, forty-six of the
Accounts, FASST, and by Fidelity International Limited, through
its subsidiaries and affiliates.
FMR and FIL are of the view that they are not acting as a
"group" for purposes of Section 13(d) under the Securities
Exchange Act of 1934 (the "1934 Act") and that they are not
otherwise required to attribute to each other the "beneficial
ownership" of securities "beneficially owned" by the other
corporation within the meaning of Rule 13d-3 promulgated under
the 1934 Act. Therefore, they are of the view that the Shares
held by the other corporations need not be aggregated for
purposes of Section 13(d). However, FMR is making this filing on
a voluntary basis as if all of the Shares are beneficially owned
by FMR and FIL on a joint basis.
The name, residence or business address, principal
occupation or employment and citizenship of each of the executive
officers and directors of FMR are set forth in Schedule A hereto.
Within the past five years, none of the persons named in
this Item 2 or listed on Schedule A has been convicted in any
criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to any civil proceeding and as
a result thereof was or is subject to any judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to federal or state securities laws
or finding any violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended as follows:
The International Funds and accounts, which own or owned
Shares, purchased in the aggregate 819,500 Shares for cash in the
amount of approximately $14,115,564, including brokerage
commissions. The International Funds and accounts used their own
assets in making such purchase and no part of the purchase price
is represented by borrowed funds. Proceeds from 376,000 Shares
sold aggregated approximately $6,003,431. The attached Schedule
B sets forth Shares purchased and/or sold since August 13, 1998.
FASST, which owns or owned Shares, purchased in the
aggregate 8,400 Shares for cash in the amount of approximately
$229,745, including brokerage commissions. FASST used its own
assets in making such purchase and no part of the purchase price
is represented by borrowed funds. Proceeds from 0 Shares sold
aggregated approximately $0.
The Fidelity Funds, which own or owned Shares, purchased in
the aggregate 12,186,350 Shares for cash in the amount of
approximately $252,756,167, including brokerage commissions. The
Fidelity Funds used their own assets in making such purchase and
no part of the purchase price is represented by borrowed funds.
Proceeds from 8,270,573 Shares sold aggregated approximately
$155,089,123.
The Accounts of FMTC, which own or owned Shares, purchased
in the aggregate 1,484,850 Shares for cash in the amount of
approximately $28,176,162, including brokerage commissions. The
Accounts used their own assets in making such purchase and no
part of the purchase price is represented by borrowed funds.
Proceeds from 168,100 Shares sold aggregated approximately
$3,284,513.
Item 4. Purpose of Transaction.
Item 4 is amended as follows:
The purpose of FIL or its subsidiaries in having the
International Funds and accounts purchase Shares (see Item 5
below) is to acquire an equity interest in the Company in pursuit
of specified investment objectives established by the Board of
Directors of the International Funds.
FIL or its subsidiaries may continue to have the
International Funds and accounts purchase Shares subject to a
number of factors, including, among others, the availability of
Shares for sale at what FIL or its subsidiaries considers to be
reasonable prices and other investment opportunities that may be
available to the International Funds and accounts.
FIL and its subsidiaries intend to review continuously the
equity position of the International Funds and accounts in the
Company. Depending upon future evaluations of the business
prospects of the Company and upon other developments, including,
but not limited to, general economic and business conditions and
money market and stock market conditions, FIL and its
subsidiaries may determine to cause the International Funds to
cease making additional purchases of Shares or to increase or
decrease the equity interest in the Company by acquiring
additional Shares, or by disposing of all or a portion of the
Shares.
FIL and its subsidiaries have no present plan or proposal
which relates to or would result in (i) an extraordinary
corporate transaction, such as a merger, reorganization,
liquidation, or sale or transfer of a material amount of assets
involving the Company or any of its subsidiaries, (ii) any change
in the Company's present Board of Directors or management, (iii)
any material changes in the Company's present capitalization or
dividend policy or any other material change in the Company's
business or corporate structure, (iv) any change in the Company's
charter or by-laws, or (v) the Company's common stock becoming
eligible for termination of its registration pursuant to Section
12(g)(4) of the 1934 Act.
Item 5. Interest in Securities of Issuer.
Item 5 is amended as follows:
Although Item 5 assumes that FMR, Fidelity, and FIL
beneficially own all 6,779,226 Shares, reference is made to Item
2 for a disclaimer of beneficial ownership with respect to the
securities which are "beneficially owned" by the other
corporations.
(a) FIL beneficially owns, as investment adviser or the
parent of the investment adviser to the International Funds and
accounts, 574,500 Shares, or approximately 0.89% of the
outstanding Shares of the Company. FMR beneficially owns, through
Fidelity, as investment advisor to the Fidelity Funds, 5,254,276
Shares, or approximately 8.12% of the outstanding Shares of the
Company, and through FMTC, the managing agent for the Accounts,
950,450 Shares, or approximately 1.47% of the outstanding Shares
of the Company. The number of Shares held by the Fidelity Funds
includes 162,476 Shares of common stock resulting from the
assumed conversion of $4,000,000 principal amount of the 4.5% CSD
9/15/02 144A (40.61945 shares of common stock for each $1000
principal amount of the debenture). Neither FMR, Fidelity, FMTC,
nor any of its affiliates nor, to the best knowledge of FMR, any
of the persons name in Schedule A hereto, beneficially owns any
other Shares. The combined holdings of FMR, Fidelity, FMTC,
FASST, and FIL are 6,779,226 Shares, or approximately 10.48% of
the outstanding Shares of the Company.
(b) The International Funds, the International Pension
Accounts and FIL, as investment adviser to the International
Funds and International Pension Accounts, each has the sole power
to vote and the sole power to dispose of the 574,500 Shares held
by the International Funds and the International Pension
Accounts. FIL has the sole power to vote 574,500 shares and the
sole power to dispose of 574,500 shares. FIL, FMR Corp., through
its control of Fidelity, and FASST each has sole power to vote
and to dispose of the 8,400 Shares held by FASST.
Item 6. Contract, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Neither FIL nor any of its affiliates nor, to the best
knowledge of FIL, any of the persons named in Schedule A hereto
has any joint venture, finder's fee, or other contract or
arrangement with any person with respect to any securities of the
Company.
The Funds and Accounts may from time to time own debt
securities issued by the Company or its direct or indirect
subsidiaries, and may from time to time purchase and/or sell such
debt securities.
Item 7. Material to be Filed as Exhibits.
This statement speaks as of its date, and no inference
should be drawn that no change has occurred in the facts set
forth herein after the date hereof.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Fidelity International Limited
DATE: September 9, 1998 By /s/Eric D. Roiter
Eric D. Roiter
VP & Genl Counsel
Duly authorized under Power of
Attorney dated December 30,
1997
by and on behalf of Fidelity
International
Limited and its direct and
indirect subsidiaries
SCHEDULE A
POSITION WITH PRINCIPAL
NAME AND ADDRESS INTERNATIONAL OCCUPATION
Edward C. Johnson 3d Director & Chairman
of the Board Chief Executive
82 Devonshire Street Officer-FMR
Corp.
Boston, MA 02109
Barry J. Bateman Director President-Fidelity
London, England International Ltd.
EC3R 8LL
William L. Byrnes Director Vice Chairman-
82 Devonshire Street FMR Corp.
Boston, MA 02109
Simon Haslam Chief Financial Officer CFO-Fidelity
Oakhill House International
Limited
130 Tonbridge Road
Hildenborough, Kent,
TN119DZ
Charles T. M. Collis Director, & V.P.
Private Attorney
P.O. Box HM 391
Hamilton HMBX, Bermuda
Glen R. Moreno Director Director-Fidelity
25 Lovat Lane International Ltd.
London, England
EC3R 8LL
David J. Saul Director Executive V.P. &
P.O. Box HM 670 President-Fidelity
Hamilton, Bermuda Bermuda, a division
of Fidelity
International Ltd.
Brett P. Goodin Company Secretary Company Secretary
and Chief
P.O. Box HM 670 Legal Officer-
Fidelity International
Hamilton, Bermuda Limited
Messrs. Johnson 3d, Byrnes, and Moreno are United States
citizens and Messrs. Cambridge, Collis, Saul, and Bateman are
citizens of the United Kingdom.
SCHEDULE B
Tel Save Holdings Incorporated
Seven International Account(s) sold Shares since August 13, 1998
at the dates and at the prices set forth below. The transactions
were made for cash in open market transactions.
DATE SHARES PRICE
08-14-98 9,400 $11.6563
08-14-98 14,900 12.00
08-14-98 95,700 11.7125
08-17-98 46,100 12.00
08-18-98 17,000 11.3346
