SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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) November 6, 1997
Tel-Save Holdings, Inc.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Delaware 0-26728 23-2827736
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(STATE OR OTHER JURISDICTION (COMMISSION (IRS 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)
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.
Registrant, Tel-Save Holdings, Inc. ("Tel-Save"),
previously reported that it had proposed to ACC Corp. ("ACC") (NASDAQ: ACCC) for
its consideration a merger transaction between Tel-Save and ACC, in which ACC
would be acquired by Tel-Save and ACC's stockholders would receive $50 in
Tel-Save Common Stock in exchange for each share of ACC common stock. As of
August 1, 1997, there were approximately 16.8 million shares of ACC common stock
reported to be outstanding.
On November 6, 1997, ACC reported that, at a meeting
of its board of directors on such date, "ACC had initiated a review of an
unsolicited merger proposal from [Tel-Save] as well as other alternatives
available to [ACC]" and that the ACC board of directors "has instructed
management and its advisors, Morgan Stanley, to meet with Tel-Save in order for
the board to develop a better understanding of the Tel-Save proposal and assess
its implications for shareholders of ACC."
Tel-Save subsequently announced that it intends to
commence negotiations with ACC with respect to a potential merger transaction.
Tel-Save also stated that it does not intend to make any further announcements
regarding any such potential merger transaction until it has either reached a
definitive agreement with ACC or it has decided not to proceed with such a
transaction.
Any such transaction between Tel-Save and ACC is
subject, among other things, to the satisfactory completion of due diligence
reviews, the negotiation of a mutually satisfactory agreement, approval thereof
by the companies' respective boards of directors, the transaction being
accounted for as a pooling-of-interests transaction, any necessary regulatory
approvals and any necessary stockholder approvals. There can be no assurance
that any agreement will be reached or the terms of any such agreement, should it
be reached and approved.
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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 hereunto duly authorized.
Tel-Save Holdings, Inc.
(Registrant)
Date: November 7, 1997 By: Aloysius T. Lawn, IV
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General Counsel and Secretary
