PAGE 1 OF 12 PAGES
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
TEL-SAVE HOLDINGS, INC.
-------------------------------
(Name of Issuer)
Common Stock
-------------------------------
(Title of Class of Securities)
879176 10 5
-------------------------------
(CUSIP Number)
Paul Rosenberg
600 North 4th Street
Philadelphia, PA 19123
(215) 928-9875
-----------------------------------
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
December 23, 1997
------------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. / /
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
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1) Names of Reporting Persons; I.R.S. Identification Nos. (entities only)
Paul Rosenberg
- --------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Source of Funds (See Instructions) OO
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) ____
- --------------------------------------------------------------------------------
6) Citizenship or Place of Organization United States
- --------------------------------------------------------------------------------
Number of 7) Sole Voting Power 0
Shares ____________________________________________
Beneficially
Owned by 8) Shared Voting Power 7,440,000
Each Reporting ____________________________________________
Person With
9) Sole Dispositive Power 15,000
____________________________________________
10) Shared Dispositive Power 7,425,000
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11) Aggregate Amount Beneficially
Owned by Each Reporting Person 7,440,000
- --------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) ______
- --------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) 11.1%
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14) Type of Reporting Persons (See Instructions) IN
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PAGE 3 OF 12 PAGES
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1) Names of Reporting Persons; I.R.S. Identification Nos. (entities only)
Rosenberg Family Limited Partnership
- --------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Source of Funds (See Instructions) AF
- --------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) ___
- --------------------------------------------------------------------------------
6) Citizenship or Place of Organization Pennsylvania
- --------------------------------------------------------------------------------
Number of 7) Sole Voting Power 0
Shares ____________________________________________
Beneficially
Owned by 8) Shared Voting Power 7,325,000
Each Reporting ____________________________________________
Person With
9) Sole Dispositive Power 0
____________________________________________
10) Shared Dispositive Power 7,325,000
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially
Owned by Each Reporting Person 7,325,000
- --------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) ____
- --------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) 11.0%
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14) Type of Reporting Persons (See Instructions) PN
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PAGE 4 OF 12 PAGES
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1) Names of Reporting Persons; I.R.S. Identification Nos. (entities only)
PBR, Inc.
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
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3) SEC Use Only
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4) Source of Funds (See Instructions) AF
- --------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) ___
- --------------------------------------------------------------------------------
6) Citizenship or Place of Organization Pennsylvania
- --------------------------------------------------------------------------------
Number of 7) Sole Voting Power 0
Shares ____________________________________________
Beneficially
Owned by 8) Shared Voting Power 7,325,000
Each Reporting ____________________________________________
Person With
9) Sole Dispositive Power 0
____________________________________________
10) Shared Dispositive Power 7,325,000
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially
Owned by Each Reporting Person 7,325,000
- --------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) ____
- --------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) 11.0%
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14) Type of Reporting Persons (See Instructions) CO
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1) Names of Reporting Persons; I.R.S. Identification Nos. (entities only)
The Mickey Rubin Foundation
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
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3) SEC Use Only
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4) Source of Funds (See Instructions) AF
- --------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) ___
- --------------------------------------------------------------------------------
6) Citizenship or Place of Organization Pennsylvania
- --------------------------------------------------------------------------------
Number of 7) Sole Voting Power 0
Shares ____________________________________________
Beneficially
Owned by 8) Shared Voting Power 100,000
Each Reporting ____________________________________________
Person With
9) Sole Dispositive Power 0
____________________________________________
10) Shared Dispositive Power 100,000
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially
Owned by Each Reporting Person 100,000
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12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) ____
- --------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) 0.01%
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14) Type of Reporting Persons (See Instructions) CO
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Item 1. Security and Issuer.
(a) The class of equity securities to which this Statement on
Schedule 13D relates is Common Stock, par value $.01 per share ("Common Stock"),
of Tel-Save Holdings, Inc., a Delaware corporation (sometimes referred to as
"Company" or "Issuer").
(b) The principal executive offices of the Company are located
at 6805 Route 202, New Hope, PA 18938.
Item 2. Identity and Background.
This Schedule 13D is filed by the following persons
(collectively, the "Filers"):
(1) Paul Rosenberg, an individual;
(2) Rosenberg Family Limited Partnership, a Pennsylvania
limited partnership ("Family Limited Partnership");
(3) PBR, Inc., a Pennsylvania corporation ("PBR"); and
(4) The Mickey Rubin Foundation, a Pennsylvania non-profit
corporation ("Foundation").
The Common Stock to which this Schedule 13D relates is owned
of record as follows: 7,325,000 shares by Family Limited Partnership; 100,000
shares by Foundation and 15,000 shares by Mr. Rosenberg. PBR is the sole general
partner of Family Limited Partnership and is wholly owned by Mr. Rosenberg. Mr.
Rosenberg is the sole limited partner of Family Limited Partnership. Mr.
Rosenberg is the president and sole director of Foundation.
Mr. Rosenberg is currently the sole owner and President of
National Telecoin Corporation. His business address is 600 North 4th Street,
Philadelphia, PA 19123. Mr. Rosenberg is a citizen of the United States.
The business address for each of Family Limited Partnership
and PBR is 1407 Fox Place, West Chester, PA 19382. The business address of
Foundation is c/o Ballard Spahr Andrews & Ingersoll, 1735 Market Street, 51st
Floor, Philadelphia, PA 19103.
During the past five years, none of Mr. Rosenberg, Family
Limited Partnership, PBR or Foundation have been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), nor have any
of them been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
In connection with and prior to the consummation of the
initial public offering of the Company, all of the shares of Tel-Save, Inc., a
Pennsylvania corporation, owned by its existing stockholders, Daniel M. Borislow
and Paul Rosenberg, were contributed to the Company pursuant to a Plan of
Reorganization dated as of August 28, 1995 ("Plan of Reorganization"). Pursuant
to the Plan of Reorganization, Mr. Rosenberg exchanged all of his shares of
Tel-Save, Inc. and (i) entered
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into certain agreements with the Company and (ii) received (a) 2,530,000 shares
of Common Stock; (b) $4,500,000 in cash; and (c) a Cash Flow Note from the
Company in the original principal amount of $6,900,000, bearing interest at the
rate of 10% per annum. This Plan of Reorganization is listed as an exhibit in
Item 7 and discussed more fully in Item 6.
As a result of a 50% stock dividend distributed on March 15,
1996 and a 100% stock dividend distributed on January 31, 1997, Mr. Rosenberg's
holdings of Common Stock increased from 2,530,000 shares to 7,590,000 shares.
On May 30, 1997, Mr. Rosenberg transferred 100,000 shares of
Common Stock to Foundation.
On December 23, 1997, Mr. Rosenberg transferred 7,325,000
shares of Common Stock to Family Limited Partnership.
Item 4. Purpose of Transaction.
As described in Item 3 (which is incorporated herein by
reference in its entirety), Mr. Rosenberg acquired for investment purposes the
shares of Common Stock subject to this Schedule 13D pursuant to the Plan of
Reorganization. He subsequently transferred 100,000 shares to Foundation and
7,325,000 shares to Family Limited Partnership.
Family Limited Partnership, Foundation and Mr. Rosenberg may
each dispose of all or a portion of the shares of Common Stock held by it or
him, subject to the limitations described in Item 6.
Item 5. Interest in Securities of the Issuer.
(a)-(b) Items 7, 8, 9, 10, 11 and 13 from pages 2, 3, 4 and 5
of this Schedule 13D are incorporated herein by reference.
The shares of Common Stock held by Mr. Rosenberg, Foundation
and Family Limited Partnership are subject to a Voting Trust Agreement pursuant
to which Daniel Borislow, as voting trustee, may vote in person or by proxy at
any annual or special meeting of stockholders of the Company or may consent to
action taken without a meeting in such manner on behalf of Mr. Rosenberg,
Foundation or Family Limited Partnership. The Voting Trust Agreement provides
for a term of 10 years. However, Mr. Rosenberg or Family Limited Partnership may
terminate the Voting Trust Agreement at any time without cause and such holders
are not required to deposit their shares of Common Stock into the trust until
requested by Mr. Borislow.
The Filers have been advised of the following facts by Mr.
Borislow: The business address of Mr. Borislow is 6805 Route 202, New Hope, PA
18938. The principal occupation of Mr. Borislow is Chairman and Chief Executive
Officer of the Company. In February 1992, Mr. Borislow pled guilty in the
Superior Court of New Jersey to the unlawful possession of a weapon. Mr.
Borislow was fined $300 and satisfactorily completed six (6) months probation.
During the last five (5) years, Mr. Borislow has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws. Mr. Borislow is a citizen of the United States.
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(c) Item 3 of this Schedule 13D is incorporated herein by
reference.
(d) N/A
(e) N/A
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Item 5(b) of this Schedule 13D is incorporated herein by
reference.
In connection with and prior to the consummation of the
initial public offering of the Company, the shares of Tel-Save, Inc., a
Pennsylvania corporation, owned by its existing stockholders, Daniel M. Borislow
and Paul Rosenberg, were contributed to the Company pursuant to a Plan of
Reorganization. Pursuant to the Plan, Mr. Rosenberg received 2,530,000 shares of
Common Stock; $4,500,000 in cash; and a Cash Flow Note in the original principal
amount of $6,900,000 bearing interest at the rate of 10% per annum and entered
into the following agreements: (z) Tax Indemnification Agreement by and among
Paul Rosenberg, Daniel Borislow and Tel-Save, Inc. and the Company; (y)
Guarantee and Stock Pledge Agreement by and among Paul Rosenberg, Daniel
Borislow and Midlantic Bank; (x) Voting Trust Agreement; (w) Co-Sale/Right of
First Refusal Agreement by and among Daniel Borislow, Paul Rosenberg and the
Company; and (v) Registration Rights Agreement between the Company and Paul
Rosenberg.
The Tax Indemnification Agreement and Cash Flow Note were
personally guaranteed by Daniel Borislow and the Guarantee was collateralized
with 539,063 shares of Common Stock owned by Daniel Borislow.
Mr. Rosenberg's shares of Common Stock in the Company are
subject to a Voting Trust Agreement. Pursuant to the Voting Trust Agreement,
Daniel Borislow, as voting trustee, may vote in person or by proxy at any annual
or special meeting of stockholders of the Company or may consent to action taken
without a meeting in such manner on behalf of Paul Rosenberg. The Voting Trust
Agreement provides for a term for 10 years. However, Mr. Rosenberg may terminate
the Voting Trust Agreement at any time without cause. See Item 5(b) of this
Schedule 13D.
Until five (5) years from the final closing date of the
Company's initial public offering, (i) Mr. Borislow has granted Mr. Rosenberg a
right to participate with Mr. Borislow in any sales made of Mr. Borislow's
shares of Common Stock at the same price per share and on the same terms,
subject to exceptions for sales of shares of Common Stock pursuant to Rule 144
of the Securities Act of 1933 and sales after Mr. Rosenberg's ownership of
shares of Common Stock is less than four percent (4%) of the outstanding shares
of Common Stock, and (ii) Mr. Rosenberg has granted to Mr. Borislow a right of
first refusal on Mr. Rosenberg's shares of Common Stock subject to similar
exceptions described in (i) above.
Commencing one (1) year and ending five (5) years after the
closing of the Company's initial public offering, Paul Rosenberg, has the right
to demand of the Company the registration of his shares of Common Stock once
each calendar year and to require the Company to maintain that registration in
effect for ninety (90) days subject to certain limitations. Mr. Rosenberg also
has the right, for five (5) years after such closing, to participate in certain
other registrations filed by the Company subject to certain limitations.
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In connection with Mr. Rosenberg's transfer of 7,325,000
shares of Common Stock to Family Limited Partnership, Mr. Rosenberg, Mr.
Borislow, the Company and Family Limited Partnership entered into an Agreement
to Substitute Family Limited Partnership pursuant to which Family Limited
Partnership became entitled to the same rights and privileges, and subject to
the same obligations, under the Voting Trust Agreement, Registration Rights
Agreement and Co-Sale/Right of First Refusal Agreement as were originally
applicable to Mr. Rosenberg.
Item 7. Material to Be Filed as Exhibits
Exhibit 1.1 - Plan of Reorganization between and among Tel-Save Holdings, Inc.,
Tel-Save, Inc., Daniel Borislow and Paul Rosenberg dated
August 28, 1995.*
Exhibit 1.2 - Voting Trust Agreement between Daniel Borislow and Paul
Rosenberg.**
Exhibit 1.3 - Cash Flow Note of Tel-Save Holdings, Inc.**
Exhibit 1.4 - Tax Indemnification Agreement by and among Paul Rosenberg, Daniel
Borislow, Tel-Save, Inc. and Tel-Save Holdings, Inc. dated
August 28, 1995.**
Exhibit 1.5 - Guarantee and Stock Pledge Agreement by and among Daniel Borislow,
Paul Rosenberg and Midlantic Bank dated September 25, 1995.**
Exhibit 1.6 - Co-Sale/Right of First Refusal Agreement by and among Daniel
Borislow, Paul Rosenberg and Tel-Save Holdings, Inc. dated
September 25, 1995.**
Exhibit 1.7 - Registration Rights Agreement between Paul Rosenberg and Tel-Save
Holdings, Inc. dated September 25, 1995.**
Exhibit 1.8 - Agreement to Substitute Family Limited Partnership by and among
Paul Rosenberg, Daniel Borislow, Tel-Save Holdings, Inc. and
Rosenberg Family Limited Partnership dated as of December 19,
1997.
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* Incorporated by reference from Tel-Save Holdings, Inc. Registration Statement
(No. 33-94940).
** Previously filed.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Statement on Schedule
13D is true, complete and correct as of the date hereof.
Dated: December 23, 1997
Paul Rosenberg, INDIVIDUALLY
/s/ Paul Rosenberg
-------------------------------------
Paul Rosenberg
ROSENBERG FAMILY LIMITED PARTNERSHIP
By: PBR, Inc., General Partner
By: /s/ Paul Rosenberg
---------------------------------
Paul Rosenberg,
President
PBR, Inc.
By: /s/ Paul Rosenberg
---------------------------------
Paul Rosenberg,
President
THE MICKEY RUBIN FOUNDATION
By: /s/ Paul Rosenberg
---------------------------------
Paul Rosenberg,
President
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EXHIBIT 1.8
AGREEMENT TO SUBSTITUTE
FAMILY LIMITED PARTNERSHIP
AGREEMENT, dated as of December 19, 1997, by and among PAUL
ROSENBERG ("Rosenberg"), DANIEL BORISLOW ("Borislow"), TEL-SAVE HOLDINGS, INC.,
a Delaware corporation (the "Company"), and ROSENBERG FAMILY LIMITED
PARTNERSHIP, a Pennsylvania limited partnership (the "Family Partnership").
WHEREAS, the Company and Rosenberg entered into a Registration
Rights Agreement dated as of September 21, 1995 (the "Registration Rights
Agreement"); and
WHEREAS, Rosenberg, Borislow and the Company entered into a
Voting Trust Agreement dated as of September 21, 1995 (the "Voting Trust
Agreement"); and
WHEREAS, the Company, Borislow and Rosenberg entered into a
Co-Sale/Right of First Refusal Agreement dated as of September 21, 1995 (the
"Co-Sale Agreement"); and
WHEREAS, Rosenberg intends to transfer 7,325,000 of his shares
of the Company's Common Stock to the Family Partnership; and
WHEREAS, the parties hereto desire to clarify the effect of
such transfer under the Registration Rights Agreement, the Voting Trust
Agreement and the Co-Sale Agreement.
NOW, THEREFORE, in consideration of the foregoing and the
mutual promises contained herein, and intending to be legally bound hereby, the
parties agree as follows:
1. Family Partnership shall be deemed to be a "Holder" as
defined in the Registration Rights Agreement and shall be entitled to all of the
rights and privileges of a Holder thereunder.
2. Family Partnership agrees to be bound by the terms and
conditions of the Registration Rights Agreement applicable to Holders (as
defined therein).
3. Family Partnership agrees to deposit the shares of the
Company's Common Stock that it receives from Rosenberg with Borislow, as voting
trustee, for the purpose of vesting in Borislow the rights and voting powers set
forth in the Voting Trust Agreement and subject to the terms and conditions of
the Voting Trust Agreement. Such shares shall be deemed to be "Trust Stock" for
purposes of the Voting Trust Agreement. In exchange for such Trust Stock,
Borislow shall issue to Family Partnership voting trust certificates in the form
attached to the Voting Trust Agreement as Exhibit 1.
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4. Family Partnership shall be entitled to the same rights and
privileges, and subject to the same obligations, under the Voting Trust
Agreement as were originally applicable to Rosenberg.
5. Family Partnership shall be entitled to the same rights and
privileges, and subject to the same obligations, under the Co-Sale Agreement as
were originally applicable to Rosenberg.
6. The Registration Rights Agreement, the Voting Trust
Agreement and the Co-Sale Agreement shall be deemed to be amended to the extent
necessary to reflect the intent of this Agreement, but shall otherwise continue
in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
/s/ Paul Rosenberg
-------------------------------------
Paul Rosenberg
/s/ Daniel Borislow
-------------------------------------
Daniel Borislow
TEL-SAVE HOLDINGS, INC.
By: /s/ Daniel Borislow
---------------------------------
Daniel Borislow
President
ROSENBERG FAMILY LIMITED
PARTNERSHIP
By: PBR, Inc., General Partner
By: /s/ Paul Rosenberg
---------------------------------
Paul Rosenberg
President
