SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Amendment No. 1
Under the Securities Exchange Act of 1934
US WATS, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
90337P109
(CUSIP Number)
Aloysius T. Lawn IV, Esq.
General Counsel and Secretary
Tel-Save Holdings, Inc.
6805 Route 202
New Hope, PA 18938
(215) 862-1500
____________________________________________________________
(Name, address and telephone number of persons 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: _____
<PAGE>
______________________________________________________________
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Tel-Save Holdings, Inc. 23-2827736
______________________________________________________________
2. Check the Appropriate Box if a Member of a Group
(a)
(b) X
______________________________________________________________
3. SEC Use only
______________________________________________________________
4. Source of Funds
WC
______________________________________________________________
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
Not Applicable
______________________________________________________________
6. Citizenship or Place of Organization
Delaware, United States
______________________________________________________________
Number of 7. Sole Voting Power
Shares 2,164,225 Common Shares
_______________________________
Beneficially 8. Shared Voting Power
Owned By 2,164,225 Common Shares
_______________________________
Each Reporting 9. Sole Dispositive Power
Person With 2,164,225 Common Shares
_______________________________
10. Shared Dispositive Power
2,164,225 Common Shares
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11. Aggregate Amount Beneficially Owned by Each
Reporting Person: 2,164,225 Common Shares
See Item 5
______________________________________________________________
12. Check if the Aggregate Amount in Row (11)
Excludes Certain Shares
Not Applicable
______________________________________________________________
13. Percent of Class Represented by Amount in
Row (11)
16.0%
______________________________________________________________
14. Type of Reporting Person
HC
______________________________________________________________
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<PAGE>
AMENDMENT NO. 1
TO
SCHEDULE 13D
RELATING TO THE COMMON STOCK
OF
US WATS, INC.
Item 1. Security and Issuer.
This Amendment No. 1 to the Schedule 13D (the "Statement") relates to
the Common Stock, $0.001 par value per share, of US WATS, Inc. ("Issuer"), a New
York corporation. The principal executive office of Issuer is located at 111
Presidential Boulevard, Bala Cynwyd, PA 19004.
Item 2. Identity and Background.
This Statement is being filed by Tel-Save Holdings, Inc. (referred to
herein as "Purchaser" or "Reporting Person"), a corporation organized under the
laws of the State of Delaware.
Purchaser provides long distance telecommunications services primarily
to small and medium-sized businesses located throughout the United States. The
Reporting Person's long distance service offerings include outbound service;
inbound toll-free 800 service; and dedicated private line services for data. The
principal business and the principal executive offices of the Reporting Person
are located at 6805 Route 202, New Hope, Pennsylvania 18938.
The executive officers of the Reporting Person, as of December 22,
1997, are as follows:
Name Business Address Office
- ---- ---------------- ------
Daniel Borislow Tel-Save Holdings, Inc. Chief Executive
6805 Route 202 Officer
New Hope, PA 18938
Gary W. McCulla Tel-Save Holdings, Inc. President and
6805 Route 202 Director of Sales
New Hope, PA 18938 and Marketing
Emanuel J. DeMaio Tel-Save Holdings, Inc. Chief Operations
6805 Route 202 Officer
New Hope, PA 18938
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George Farley Tel-Save Holdings, Inc. Chief Financial
6805 Route 202 Officer and Treasurer
New Hope, PA 18938
Edward B. Meyercord, III Tel-Save Holdings, Inc. Executive Vice
6805 Route 202 President, Marketing
New Hope, PA 18938 and Corporate
Development
Mary Kennon Tel-Save Holdings, Inc. Director of Customer
6805 Route 202 Care and Human
New Hope, PA 18938 Resources
Aloysius T. Lawn, IV Tel-Save Holdings, Inc. General Counsel and
6805 Route 202 Secretary
New Hope, PA 18938
Kevin R. Kelly Tel-Save Holdings, Inc. Controller
6805 Route 202
New Hope. PA 18938
The directors of the Reporting Person, as of December 23, 1997, are as
follows:
Name and Principal
Business of Employer;
Name Principal Occupation Address
- ---- -------------------- ---------------------
Daniel Borislow Chief Executive Officer Tel-Save Holdings, Inc.
of Tel-Save Holdings, Inc. 6805 Route 202
New Hope, PA 18938
Ronald R. Thoma Executive Vice President Crown Cork and Seal
of Crown Cork and Seal Company, Inc. (a manu-
Company, Inc. facturer of packaging
products)
9300 Ashton Road
Philadelphia, PA 19136
Gary W. McCulla President and Director of Tel-Save Holdings, Inc.
Sales and Marketing of 6805 Route 202
Tel-Save Holdings, Inc. New Hope, Pennsylvania 18938
George Farley Chief Financial Tel-Save Holdings, Inc.
Officer and Treasurer 6805 Route 202
New Hope, PA 18938
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<PAGE>
Harold First Financial Consultant 345 Park Avenue, 35th Floor
New York, NY 10154
Emanuel J. DeMaio Chief Operations Officer Tel-Save Holdings, Inc.
of Tel-Save Holdings, Inc. 6805 Route 202
New Hope, Pennsylvania 18938
Each person named above as an executive officer or director of the
Reporting Person is an American citizen.
During the five years prior to the date hereof, neither the Reporting
Person nor any of its executive officers and directors has been:
(i) convicted in a criminal proceeding; or
(ii) the subject of 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.
Not applicable to the sales covered by this Statement.
Item 4. Purpose of Transaction.
Purchaser acquired the shares for investment and in connection
with Purchaser's proposal to ACC Corp. ("ACC") to acquire ACC, which proposal
originally provided for a lesser purchase price if ACC's announced merger with
Issuer was consummated. Upon acquisition of the Issuer shares, Tel-Save advised
ACC that there would be no reduction in the proposed price based on an ACC/US
WATS merger. Purchaser believes that its ownership of more than 10% of the
Issuer stock will enable it to influence the outcome of any potential ACC/US
WATS merger, which merger Purchaser does not favor. Furthermore, Purchaser
believes that, should an ACC/US WATS merger be consummated, with an exchange of
ACC shares for Issuer shares, including Purchaser's, and should a merger
transaction between Purchaser and ACC subsequently be consummated, Purchaser's
ownership of Issuer's shares would reduce the cost that Purchaser would have to
pay in such merger. Purchaser will continue to monitor its investment and,
depending on market conditions as well as developments with the potential
acquisition of Issuer by ACC, Purchaser may acquire additional shares, dispose
of
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<PAGE>
additional shares or take other actions in connection with its
investment.
Item 5. Interest in Securities of the Issuer.
(a) Purchaser beneficially owns 2,164,225 Common Shares,
which shares represent 16.0% of the shares of such class of stock
outstanding.
(b) Purchaser has the sole power to vote and dispose of all
of the Shares listed in item (a).
(c) (i) On November 12, 1997, Purchaser sold 32,500 Common
Shares at an average price of $1.50 per share.
(ii) On November 13, 1997, Purchaser sold 32,500 Common
Shares at an average price of $1.5125 per share.
(iii) On November 14, 1997, Purchaser sold 20,000 Common
Shares at an average price of $1.4844 per share and 125,000 Common
Shares at an average price of $1.5375.
(iv) On November 20, 1997, Purchaser sold 26,000 share
at an average price of $1.7188 per share
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
None
Item 7. Material to be Filed as Exhibits.
None
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SIGNATURE
After reasonable inquiry and to the best of the knowledge
and belief of each reporting persons named below, each such reporting
person certifies that the information set forth in this statement is
true, complete and correct. Each of the undersigned reporting persons
hereby agrees that this statement be and hereby is filed on behalf of
each such reporting person.
Tel-Save Holdings, Inc.
By: /s/ Aloysius T. Lawn IV, Esq.
---------------------------------
Name: Aloysius T. Lawn IV, Esq.
Title: General Counsel
and Secretary
Dated: December 23, 1997
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