SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) December 5, 1997
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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 COMMISSION IRS EMPLOYER
JURISDICTION OF FILE IDENTIFICATION
INCORPORATION NUMBER NUMBER
6805 Route 202, New Hope, PA 18938
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(ADDRESS OF PRINCIPLE 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"), announced on December 5, 1997
a private placement, not registered under the Securities Act of 1933, of up to
$240 million of 5% Convertible Subordinated Notes maturing December 15, 2004.
A copy of Tel-Save's press release dated December 5, 1997 is attached hereto as
an Exhibit and incorporated herein by reference. The foregoing summary of the
announcement is qualified in its entirety by reference to such press release.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(c) Exhibits
99.1 Press Release of Registrant, dated December 5, 1997, announcing the
private placement of Tel-Save's 5% Convertible Subordinated Notes Due
2004.
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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: December 8, 1997 By: Aloysius T. Lawn, IV
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General Counsel and Secretary
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EXHIBIT INDEX
99.1 Press Release of Registrant, dated December 5, 1997, announcing the private
placement of its 5% Convertible Subordinated Notes Due 2004
[Exhibit 99.1]
Tel-Save Announces Convertible Subordinated Notes
NEW HOPE, Pa., December 5 /PRNewswire/ -- Tel-Save Holdings, Inc.(Nasdaq:
Talk) announced a private placement not registered under the Securities Act of
1933, of up to $240 million of 5% Convertible Subordinated Notes maturing
December 15, 2004 and convertible into shares of Tel-Save's common stock at a
price of $25.47, representing a conversion premium of approximately 25% over
yesterday's closing bid price. The Notes are callable after December 15, 2002.
Tel-Save said it intends to use the net proceeds from the offering of the
Convertible Notes primarily to finance acquisitions of telecommunications
businesses, assets and technologies, as well as for general corporate purposes.
The Convertible Notes have not been and will not be registerd under the
Securities Act of 1933 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.
12/05/97 CONTACT: Daniel Borislow of Tel Save Holdings, Inc.
215-862-1082/Tel-Save Holdings press releases are available at no charge through
PRNewswire'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
800-758-5804, extension 108084 or http://www/prnewswire.com on the
Internet./(TALK)
