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 25, 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 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. On November 26, 1997, Tel-Save
announced that it was withdrawing its offer to ACC in light of ACC's entering
into a merger agreement with Teleport.
Separately, Tel-Save announced on November 26, 1997 that it proposed to
use approximately $71 million of the proceeds received by it in the previously
reported settlement and termination of Tel-Save's proposed acquisition of Shared
Technologies Fairchild Inc. ("STF") to repurchase shares of its outstanding
common stock (such $71 million was the portion of the total proceeds of $237.25
million in excess of Tel-Save's costs of acquiring the STF Notes that were
transferred to Intermedia Communications, Inc. as part of the settlement). Such
shares may be repurchased from time to time, in the open market or in privately
negotiated transactions, and it is anticipated that repurchased shares will be
held in Tel-Save's treasury for delivery upon exercise of outstanding options
and warrants to purchase Tel-Save's common stock and for other general corporate
purposes.
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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 1, 1997 By: Aloysius T. Lawn, IV
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General Counsel and Secretary
