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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. )(1)
Tel-Save.com, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
879176 10 5
- --------------------------------------------------------------------------------
(CUSIP Number)
January 5, 1999
- --------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
- ----------
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in 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 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).
1. NAME OF REPORTING PERSONS
America Online, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
54-1322110
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_________________________________________________________________
NUMBER OF 5. SOLE VOTING POWER
6,843,356
SHARES
_________________________________________________________________
BENEFICIALLY 6. SHARED VOTING POWER
-0-
OWNED BY
_________________________________________________________________
EACH 7. SOLE DISPOSITIVE POWER
6,843,356
REPORTING
_________________________________________________________________
PERSON 8. SHARED DISPOSITIVE POWER
-0-
WITH
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,843,356
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.0%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1(a). Name of Issuer:
Tel-Save.com, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
6805 Route 202
New Hope, PA 18938
Item 2(a). Name of Person Filing:
America Online, Inc.
Item 2(b). Address of Principal Business Office, or if None, Residence:
22000 AOL Way
Dulles, VA 20166
Item 2(c). Citizenship:
America Online, Inc. was organized and exists under the laws of the
State of Delaware
Item 2(d). Title of Class of Securities:
Common Stock, par value $.01 per share
Item 2(e). CUSIP Number:
879176 10 5
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a:
(a) [_] Broker or dealer registered under Section 15 of the Exchange Act.
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange
Act.
(d) [_] Investment company registered under Section 8 of the Investment
Company Act.
(e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. [X]
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
6,843,356*
(b) Percent of class:
11.0%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
6,843,356
(ii) Shared power to vote or to direct the vote
-0-
(iii) Sole power to dispose or to direct the disposition of
6,843,356
(iv) Shared power to dispose or to direct the disposition of
-0-
Instruction. For computations regarding securities which represent a right
to acquire an underlying security, see Rule 13d-3(d)(1).
___________
*The Reporting Person beneficially owns 2,721,984 shares of Common Stock of the
Issuer, issuable upon exercise of currently exercisable warrants. The
Reporting Person owns two warrants: Warrant One dated as of February 22, 1997
(amended and restated as of May 14, 1998 and amended on January 5, 1999) is
fully vested and currently exercisable for 1,721,984 shares of Common Stock;
Warrant Two dated as of May 14, 1998 is fully vested and currently exercisable
for 1,000,000 shares of Common Stock.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
Instruction. Dissolution of a group requires a response to this item.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
Except as otherwise disclosed in periodic public filings with the
Securities and Exchange Commission, no other person is known to have the right
to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, such securities.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certifications.
"By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having such purpose or effect."
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.
January 15, 1999
(Date)
/s/J. Michael Kelly
(Signature)
J. Michael Kelly
Senior Vice President, Chief Financial
Officer, Treasurer and Assistant
Secretary
(Name/Title)
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties for whom copies are to be sent.
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).