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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 3)
Under the Securities Exchange Act of 1934
Tel-Save Holdings, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
879176105
(CUSIP Number)
Daniel Borislow
Tel-Save Holdings, Inc.
6805 Route 202
New Hope, PA 18938
(215) 862-1500
(Name, Address, and Telephone Number of Persons Authorized to
Receive Notices and Communications)
July 16, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3), or (4), check the following box [ ].
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1) Name of Reporting Persons. S.S. or I.R.S. Identification No. of Above
Persons:
Daniel Borislow
2) Check the Appropriate Box if a Member of a Group: (a) (b)
3) SEC Use only
4) Source of Funds: PF
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e): [ ].
6) Citizenship or Place of Organization: U.S.
Number of Shares Beneficially Owned by Each Reporting Person with:
7) Sole Voting Power: 15,946,540*
8) Shared Voting Power: 8,640,000
9) Sole Dispositive Power: 15,249,000*
10) Shared Dispositive Power: 1,200,000
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 24,736,540
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ]
13) Percent of Class Represented by Amount in Row (11): 38.3%
14) Type of Reporting Person: IN
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* Subject to the restrictions described in Item 5 of this Schedule 13D.
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This Amendment No. 3 amends Item 5 and Item 6 of the Schedule 13D of the
Reporting Person. Capitalized terms used herein without definitions have the
meanings set forth in the Reporting Person's Schedule 13D, as amended by
Amendments No. 1 and No. 2 thereto.
Item 3. Source and Amount of Funds or Other Consideration.
The source of funds for the purchase of shares of Common Stock discussed in
Item 5 hereof was personal funds of the Reporting Person.
Item 5. Interest in Securities of the Issuer.
Item 5(c) is hereby amended as follows:
(c) In June 1997, a party to a voting trust over which the Reporting Person
exercises voting power disposed of 150,000 shares of Common Stock.
On July 9, 1997, the Reporting Person repurchased 500,000 shares of Common
Stock for a purchase price of approximately $17.66 per share in a private
transaction upon exercise of the Put Right discussed in Item 6 below.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Item 6 is hereby amended as follows:
In connection with the proposed merger between the Company and Shared
Technologies Fairchild Inc. ("Shared Technologies Fairchild"), the Reporting
Person has agreed to vote any shares of Common Stock of which he is the
beneficial owner in favor of the merger. The Reporting Person also has agreed,
with respect to shares of Common Stock of which he has sole dispositive power,
not to (i) transfer, whether directly or indirectly, such shares; (ii) take any
actions that would interfere with his obligations under the Voting Agreement; or
(iii) grant any proxies, deposit such shares into a voting trust, or enter into
a voting agreement with respect to such shares. The foregoing limitations do not
apply if a transferee becomes a party to and bound by the Voting Agreement.
The Voting Agreement will terminate upon the earlier of (i) the
consummation of the merger, (ii) January 15, 1998, or (iii) the date of
termination of the merger agreement by any of the parties thereto.
A copy of the Voting Agreement dated as of July 16, 1997 between the
Reporting Person and Shared Technolgies Fairchild is filed as an exhibit hereto
and incorporated by reference herein.
As previously reported, on March 10, 1997, the Reporting Person sold
3,911,000 shares of Common Stock pursuant to the terms of a Stock Purchase
Agreement to MFS/Sun Life Assurance Company of Canada (U.S.) on behalf of
Capital Appreciation Variable Account, MFS Growth Opportunities Fund, MFS Series
Trust II on behalf of MFS Emerging Growth Fund (collectively, "MFS"), Putnam OTC
& Emerging Growth Fund ("Putnam"), and Conseco Capital Management ("Conseco").
Each of MFS, Putnam and Conseco is referred to herein as a "Purchaser." Based on
filed reports, MFS and Putnam are the two largest non-affiliate beneficial
holders of the Common Stock. A copy of the Stock Purchase Agreement was filed as
Exhibit 10.6 to Amendment No. 2 to this Schedule 13D and is incorporated by
reference herein.
As part of that Stock Purchase Agreement, the Reporting Person agreed to
use all reasonable efforts to cause the Company to register the shares for
subsequent sale by each of the Purchasers under the Securities Act of 1933
("1933 Act"). The Reporting Person also agreed, as provided in the Stock
Purchase Agreement, that, if a registration statement providing for a subsequent
sale by each Purchaser did not become effective under the 1933 Act within 90
days of closing ("Final Registration Date"), he would repurchase, at the option
of each Purchaser, the shares acquired by such Purchaser pursuant to the Stock
Purchase Agreement (the "Put Right"). The Put Right requires the Reporting
Person to repurchase the shares for an amount equal to the per share price plus
7%. Under the Stock Purchase Agreement, any Purchaser wishing to exercise the
Put Right is required to notify the Reporting Person within five business days
of the Final Registration Date.
During June 1997, each of MFS and Putnam agreed to extend the Final
Registration Date until June 30, 1997; Conseco and the Reporting Person agreed
to extend the required exercise period for the Put Right from five business days
to 22 business days.
On June 27, 1997, Conseco delivered a written notice regarding its exercise
of the Put Right to the Reporting Person. In accordance with the terms of the
Stock Purchase Agreement, on July 9, 1997 the Reporting Person
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repurchased 500,000 shares of Common Stock owned by Conseco on the terms
described above.
On July 8, 1997, the Put Right held by each of MFS and Putnam expired.
Item 7. Material to be Filed as, Exhibits.
(a) Voting Agreement, dated as of July 16, 1997, by and between Daniel
Borislow and Shared Technologies Fairchild Inc. (incorporated by
reference to Exhibit 10.2 to the Current Report on Form 8-K of
Tel-Save Holdings, Inc. filed on July 22, 1997 (File No.0-26728)).
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: July 22, 1997
/s/ Daniel Borislow
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Daniel Borislow
