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OMB Number 3235-0104
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 3
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(f) of the Investment Company Act of 1940
1. Name and Address of Reporting Person*
America Online, Inc.
22000 AOL Way
Dulles, VA 20166
2. Date of Event Requiring Statement (Month/Day/Year)
January 5, 1999
3. IRS Identification Number of Reporting Person, if an Entity (Voluntary)
4. Issuer Name and Ticker or Trading Symbol
Tel-Save.com, Inc. / TALK
5. Relationship of Reporting Person to Issuer
(Check all applicable)
[_] Director [X] 10% Owner
[_] Officer (give title below) [_] Other (specify below)
6. If Amendment, Date of Original (Month/Day/Year)
7. Individual or Joint/Group Filing (Check applicable line)
[X] Form Filed by One Reporting Person
[_] Form Filed by More than One Reporting Person
Table I -- Non-Derivative Securities Beneficially Owned
<TABLE>
3. Ownership Form:
2. Amount of Securities Direct (D) or 4. Nature of Indirect
1. Title of Security Beneficially Owned Indirect (I) Beneficial Ownership
(Instr. 4) (Instr. 4) (Instr. 5) (Instr. 4)
<S> <C> <C>
Common Stock, par value $.01 per share 4,121,372 D
</TABLE>
* If the Form is filed by more than one Reporting Person, see Instruction
5(b)(v).
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
Table II -- Derivative Securities Beneficially Owned (e.g., puts,
calls, warrants, options, convertible securities)
<TABLE>
5. Owner-
3. Title and Amount of Securities ship
Underlying Derivative Security Form of
2. Date Exercisable (Instr. 4) Derivative
and Expiration Date --------------------------------- 4. Conver- Security:
(Month/Day/Year) Amount sion or Direct 6. Nature of
---------------------- or Exercise (D) or Indirect
Date Expira- Number Price of Indirect Beneficial
1. Title of Derivative Exer- tion of Derivative (I) Ownership
Security (Instr. 4) cisable Date Title Shares Security (Instr. 5) (Instr. 5)
<S> <C> <C> <C> <C> <C> <C> <C>
Common Stock Warrant immed. 2/22/04 Common Stock 1,721,984 $14.00(1) D
Common Stock Warrant immed. 5/14/03 Common Stock 1,000,000 $22.25(1) D
Put Option (right to 6/1/99 9/3/00 Common Stock(4) 4,121,372 variable D
sell shares)
Put Option (right to (2) perpetual Common Stock(4) 4,121,372 $19.00 D
sell shares)
Put Option (right to (2) 1/5/04 Common Stock 1,721,984 variable D
sell warrants) Warrant(5)
Put Option (right to (2) 2/22/04 Common Stock 1,721,984 variable D
sell warrants) Warrant(5)
Put Equivalent Position (2) (3) Common Stock 1,721,984 variable D
(right to sell shares Warrant(5)
underlying warrants)
Put Option (right to (2) 5/14/03 Common Stock 1,000,000 variable D
sell warrants) Warrant(5)
Put Option (right to (2) 5/14/03 Common Stock 1,000,000 variable D
sell warrants) Warrant(5)
Put Equivalent Position (2) (3) Common Stock 1,000,000 variable D
(right to sell shares Warrant(5)
underlying warrants)
</TABLE>
(1) The exercise price may be adjusted under certain circumstances.
(2) Becomes exercisable upon the occurrence of certain events.
(3) Date is tied to exercise of warrants with associated put and call,
therefore is not determinable.
(4) Relates to the common stock in Table I.
(5) Relates to the common stock warrants for the same amounts set forth above.
/s/J. Michael Kelly January 15, 1999
**Signature of Reporting Person Date
J. Michael Kelly
Senior Vice President & Chief Financial Officer
** Intentional misstatements or omissions of facts constitute Federal Criminal
Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed.
If space provided is insufficient, see Instruction 6 for procedure.
