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) October 29, 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)
<PAGE>
ITEM 5. OTHER EVENTS.
Registrant, Tel-Save Holdings, Inc. ("Tel-Save"), announced, on October 29,
1997, that it had, on October 29, 1997, in a letter to the Chairman of the Board
of ACC Corp. ("ACC"), proposed for consideration by ACC a merger transaction
between Tel- Save and ACC, in which ACC would be acquired by Tel-Save and ACC's
stockholders would receive Tel-Save Common Stock in exchange for their ACC
common stock. As proposed in the letter, Tel-Save would exchange $50 in Tel-Save
Common Stock for each share of ACC common stock unless ACC had consummated (or
was committed to consummate) ACC's previously announced merger with US WATS,
Inc. ("US WATS"), in which case the exchange rate would be $40 in Tel-Save
Common Stock for each such ACC share. ACC is an international telecommunications
holding company whose common stock is traded on the NASDAQ National Market under
the symbol "ACCC". As of August 1, 1997, there were approximately 16.8 million
shares of ACC common stock reported to be outstanding.
Tel-Save subsequently announced, on October 31, 1997, that it was advising
ACC that, in connection with its October 29, 1997 letter proposal, Tel-Save was
prepared to offer $50 in Tel- Save common stock for each ACC share of common
stock, without regard to ACC's consummation of ACC's previously announced merger
with US WATS. Tel-Save also announced that it had acquired, or contracted to
acquire, over 10% of the outstanding stock of US WATS. These acquisitions,
involving approximately 2,400,000 shares of US WATS common stock for an
aggregate purchase price of approximately $5,660,000, were effected on October
31 and November 3, 1997.
As indicated in the press releases including the foregoing announcements,
any such transaction between Tel-Save and ACC is necessarily at the preliminary
stage and 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. Tel-Save
is unable to predict whether the ACC board of directors will favorably consider
the proposal or whether a mutually acceptable agreement can be reached or the
terms of any such agreement, should it be reached and approved.
A copy of each of Tel-Save's press releases, dated October 29, 1997 and
October 31, 1997, is attached hereto as an Exhibit and incorporated herein by
reference. The foregoing summary of the announcements is qualified in its
entirety by reference to such press releases.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
99.1 Press Release of Registrant, dated October 29, 1997,
regarding proposal to ACC Corp.
99.2 Press Release of Registrant, dated October 31, 1997,
regarding proposal to ACC Corp.
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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 5, 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 October 29, 1997,
regarding proposal to ACC Corp.
99.2 Press Release of Registrant, dated October 31, 1997,
regarding proposal to ACC Corp.
EXHIBIT 99.1
NEW HOPE, Pa., Oct.29/PRNewswire/ -- Tel-Save Holdings, Inc. (Nasdaq: TALK), a
nationwide provider of telecommunication services, announced today that, in a
letter to the Chairman of the Board of ACC Corp. (Nasdaq: ACCC), Tel-Save
proposed for consideration by ACC's Board of Directors at its November 6, 1997
meeting a merger transaction between Tel-Save and ACC, in which ACC would be
acquired by Tel-Save and ACC's stockholders would receive Tel-Save Common Stock
in exchange for their ACC common stock. As proposed, Tel-Save would exchange $50
in Tel-Save Common Stock for each share of ACC common stock unless ACC had
consummated (or was committed to consummate) ACC's previously announced merger
with US WATS, Inc. in which case the exchange rate would be $40 in Tel-Save
Common Stock for each such ACC share. ACC is an international telecommunications
holding company whose common stock is traded on the NASDAQ National Market under
the symbol "ACCC". The letter indicated that the proposal could change after
November 7, 1997.
Daniel Borislow, Tel-Save's Chairman and Chief Exeutive Officer, said that
Tel-Save made its proposal because it believes that a combination of the two
companies would generate important synergies. These would include the
combination of Tel-Save's domestic switch-based traffic combined with ACC's
international switch-based traffic, the potential to use ACC's international
platform to allow Tel-Save to pursue AOL's European and Canadian customer base;
and the potential to expand the scope of ACC's local business, college and
university business, using the CLEC infrastructure that Tel-Save will acquire
upon the anticipated closing of its merger with Shared Technologies Fairchild.
Tel-Save noted that 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. Tel-Save is unable to predict whether the
proposal would result in any agreement.
Tel-Save Holdings, Inc. is a nationwide provider of telecommunication services
utilizing its state-of-the-art telecommunications network -- One Better Net
("OBN"). Tel-Save headquarters are located at 6805 Route 202, New Hope,
Pennsylvania 18938.
EXHIBIT 99.2
NEW HOPE, Pa. Oct 31/PRNewswire/ -- Tel-Save Holdings, Inc. (NASDAQ:TALK), a
nationwide provider of telecommunications services, announced today that it was
advising ACC Corp. (NASDAQ:ACCC), in connection with its previously reported
proposal to ACC of a Tel-Save/ACC merger, that it was now prepared to offer $50
in Tel-Save common stock for each ACC share of common stock, without regard to
ACC's consummation of ACC's previously announced merger with US WATS, Inc.
Tel-Save also announced that it had acquired or contracted to acquire over ten
percent (10%) of the outstanding stock of US WATS.
Tel-Save had reported late Wednesday that it had, in a letter to the Chairman of
the Board of ACC, proposed, for consideration by the ACC Board of Directors at
its November 6 meeting, a Tel-Save/ACC merger transaction. Tel-Save had
indicated in the letter that it was prepared to offer in such a merger $50 in
Tel-Save common stock per ACC share if ACC had not consummated (and was not
committed to consummate) the US WATS merger, and an exchange rate of $40 in
Tel-Save stock per ACC share if ACC had consummated (or was committed to
consummate) such US WATS merger. Tel-Save noted that, as with the earlier
proposal, the revised proposal could change after November 7, 1997.
Tel-Save reiterated that 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, and that it was unable to
predict whether its proposal to ACC would result in any agreement or
combination.
Tel-Save Holdings, Inc. is a nationwide provider of telecommunication services
utilizing its state-of-the-art telecommunications network -- One Better Net
("OBN"). Tel-Save headquarters are located at 6805 Route 202, New Hope,
Pennsylvania 18938.
