SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 4, 1997
Tel-Save Holdings, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-26728 23-2827736
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(State or other jurisdiction (Commission (I.R.S. employer
of incorporation) file number) identification no.)
6805 Route 202, New Hope, PA 18938
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(Address of principal executive offices) (Zip code)
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Registrant's telephone number, including area code: (215) 862-1500
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(Former name or former address, if changed since last report)
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Item 5. Other Events
See attached press release dated September 4, 1997.
Item 7. Exhibits
99.1. Press release of the registrant dated September 4, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
TEL-SAVE HOLDINGS, INC.
Date: September 5, 1997 By: /s/ Aloysius T. Lawn, IV
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Aloysius T. Lawn, IV
General Counsel and
Secretary
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EXHIBIT INDEX
99.1 Press Release of the registrant dated September 4, 1997.
Tel-Save Announces Convertible Subordinated Notes
NEW HOPE, Pa., Sept. 4 /PRNewswire/ -- Tel Save Holdings, Inc. (Nasdaq:
TALK) announced a private placement not registered under the Securities Act of
1933, of up to $300 million of 4.5% Convertable Subordinated Notes maturing
September 15, 2002 and conveertible into shares of Tel-Save's common stock at a
rate of $24.62 representing a conversion premium of 30% over yesterday's closing
bid price. The Notes are callable after September 15, 2000.
Tel-Save said it intends to use the net proceeds from the offering of the
Convertible Notes to prepay its existing $130 million secured loan entered into
on August 25, 1997, and for general corporate purposes, including without
limitation prepayment of other indebtedness of Shared Technologies Fairchild,
Inc. if the Company's proposed merger with Shared Tech is consummated.
The Convertible Notes have not been and will not be registered under the
Securities Act of 1993 and may not be offered or sold in the United States
absent registration or an applicable exemption from the registration
requirements of such Act.
SOURCE Tel-Save Holdings, Inc.
09/04/97 CONTACT: Daniel Borislow of Tel-Save Holdings, Inc.
215-862-1082/Tel-Save Holdings press releases are available at no charge through
PR Newswire's Company News on-Call fax service and on PRN's Web Site. For a menu
of Tel-Save Holdings press releases or to retrieve a specific release, call
800-7589-5804, extension 10808a or http://www/prnewswire.com on the Internet./
(TALK)
