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OMB APPROVAL
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OMB Number 3235-0287
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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
[_] Check box if no longer subject of Section 16. Form 4 or Form 5 obligations
may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
America Online, Inc.
22000 AOL Way
Dulles, VA 20166
2. Issuer Name and Ticker or Trading Symbol
Tel-Save.com, Inc. (TALK)
3. IRS Identification Number of Reporting Person, if an Entity (Voluntary)
54-1322110
4. Statement for Month/Year
February 1999
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person to Issuer
(Check all applicable)
[_] Director [X] 10% Owner
[_] Officer (give title below) [_] Other (specify below)
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 Acquired, Disposed of,
or Beneficially Owned
<TABLE>
6.
4. 5. Owner-
Securities Acquired (A) or Amount of ship
3. Disposed of (D) Securities Form: 7.
Transaction (Instr. 3, 4 and 5) Beneficially Direct Nature of
2. Code ------------------------------- Owned at End (D) or Indirect
1. Transaction (Instr. 8) (A) of Month Indirect Beneficial
Title of Security Date ------------ Amount or Price (Instr. 3 (I) Ownership
(Instr. 3) (mm/dd/yy) Code V (D) and 4) (Instr.4) (Instr. 4)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Common Stock 4,121,372 D
</TABLE>
* If the Form is filed by more than one Reporting Person, see Instruction
4(b)(v).
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
Table II -- Derivative Securities Acquired, Disposed of, or Beneficially
Owned (e.g., puts, calls, warrants, options, convertible securities)
<TABLE>
10.
9. Owner-
Number ship
of Form
2. Deriv- of
Conver- 5. 7. ative Deriv- 11.
sion Number of Title and Amount Secur- ative Nature
or Derivative 6. of Underlying 8. ities Secur- of
Exer- 4. Securities Date Securities Price Bene- ity: In-
cise 3. Trans- Acquired (A) Exercisable and (Instr. 3 and 4) of ficially Direct direct
Price Trans- action or Disposed Expiration Date ---------------- Deriv- Owned (D) or Bene-
1. of action Code of(D) (Month/Day/Year) Amount ative at End In- ficial
Title of Deriv- Date (Instr. (Instr. 3, ---------------- or Secur- of direct Owner-
Derivative ative (Month/ 8) 4 and 5) Date Expira- Number ity Month (I) ship
Security Secur- Day/ ------ ------------ Exer- tion of (Instr. (Instr. (Instr. (Instr.
(Instr. 3) ity Year) Code V (A) (D) cisable Date Title Shares 5) 4) 4) 4)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Common Stock 1,721,984 D
Warrant
Common Stock 1,000,000 D
Warrant
Put Equivalent 4,121,372 D
Position
(right to
receive
payment) (3)
Put Equivalent 4,121,372 D
Position
(right to
receive
payment) (3)
Put Option 1,721,984 D
(right to sell
warrants)
Put Option 1,721,984 D
(right to sell
warrants)
Put Option 1,000,000 D
(right to sell
warrants)
Put Option 1,000,000 D
(right to sell
warrants)
Put Equivalent Variable 2/22/99 P 4,121,372 (1) (1) Common 4,121,372 (2) 4,121,372 D
Position Stock
(right to receive
payment based on
market price of
shares)
</TABLE>
Explanation of Responses:
(1) The right is conditioned on the occurrence of a specified event and expires
10 days after occurrence of the event.
(2) The derivative security was acquired in connection with the modification of
a transaction in which a variety of rights and obligations were exchanged. No
seperate price was established for the security.
(3) This is an amended description of the previously reported put option.
/s/J. Michael Kelly March 10, 1999
**Signature of Reporting Person Date
J. Michael Kelly, Senior Vice
President and 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.
