PROSPECTUS SUPPLEMENT FILED PURSUANT TO RULE 424(B)(3)
REGISTRATION NO. 333-49825
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED MAY 19, 1998)
[TEL-SAVE LOGO]
$200,000,000 AGGREGATE PRINCIPAL
AMOUNT OF 5% CONVERTIBLE
SUBORDINATED NOTES DUE 2004
7,852,375 SHARES
OF COMMON STOCK
This Prospectus Supplement and the accompanying Prospectus relate to the
offer and sale from time to time by the holders named herein and therein or by
their transferees, pledgees, donees, or successors (collectively, the "Selling
Holders") of up to $200,000,000 aggregate principal amount of 5% Convertible
Subordinated Notes due 2004 (the "Notes") of Tel-Save Holdings, Inc. (the
"Company") and up to 7,852,375 shares of common stock, par value $.01 per
share, of the Company (the "Common Stock"), issuable upon the conversion of the
Notes in full (the "Shares" and, together with the Notes, the "Securities").
The Company will receive no part of the proceeds of the sales made under this
Prospectus Supplement or the accompanying Prospectus. On September 15, 1998,
the last reported sale price for the Common Stock on the Nasdaq National Market
was $13.
----------------
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED
UNDER "RISK FACTORS" BEGINNING ON PAGE 3 OF THE ACCOMPANYING PROSPECTUS.
----------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus Supplement
is September 16, 1998.
<PAGE>
The information in this Prospectus Supplement is qualified in its entirety
by the more detailed information and consolidated financial statements and
notes thereto appearing or incorporated by reference in the accompanying
Prospectus. Prior to making an investment decision with respect to the
Securities offered by this Prospectus Supplement and the accompanying
Prospectus, prospective investors should consider carefully the information
contained and incorporated by reference in this Prospectus Supplement and the
accompanying Prospectus.
Capitalized terms used herein and not defined have the meaning assigned to
them in the accompanying Prospectus.
SELLING HOLDERS
The following table supplements the table appearing on pages 34 and 35 of
the accompanying Prospectus and sets forth information with respect to Selling
Holders not identified in the accompanying Prospectus. The name of each Selling
Holder identified below is accompanied by the amount of Notes beneficially
owned by such Selling Holder that may be offered pursuant to this Prospectus
Supplement and the accompanying Prospectus. Such information was obtained from
the Selling Holders between August 28, 1998 and the date hereof unless
otherwise noted. The Shares into which the Notes are convertible are also
offered pursuant to this Prospectus Supplement and the accompanying Prospectus,
and the formula for conversion is set forth in the accompanying Prospectus
under "DESCRIPTION OF THE NOTES -- Conversion." To the Company's knowledge,
except as noted below, none of the Selling Holders identified below has, or
within the past three years has had, any position, office or other material
relationship with the Company or any of its predecessors or affiliates. Because
the Selling Holders may offer all or some portion of the Notes or Shares
issuable upon conversion thereof pursuant to this Prospectus Supplement and the
accompanying Prospectus, no estimate can be given as to the amount of the Notes
or Shares issuable upon conversion thereof that will be held by the Selling
Holders upon termination of any such sales. In addition, the Selling Holders
identified below may have sold, transferred or otherwise disposed of all or a
portion of their Notes, since the date on which they provided the information
regarding the Notes, in transactions exempt from the registration requirements
of the Securities Act.
<TABLE>
<CAPTION>
PRINCIPAL
PRINCIPAL AMOUNT OF
AMOUNT OF NOTES NOTES COVERED
BENEFICIALLY BY THIS
SELLING HOLDER NAME OWNED PROSPECTUS
- --------------------------------------------------------------------- ----------------- --------------
<S> <C> <C>
AAM/ZaZove Institutional Income Fund, L.P. .......................... $2,875,000 $2,875,000
BankAmerica Pension Plan ............................................ $1,000,000 $1,000,000
Banc Boston Robertson Stephens ...................................... $1,250,000 $1,250,000
Bank of America Convertible Securities Fund DTC #2130 Bank of
America Personal Trust(5) .......................................... $ 170,000 $ 170,000
Commonwealth Life Insurance Company -- Stock
TRAC (TEAMSTERS I)(1)(4) ........................................... $ 567,000 $ 567,000
Commonwealth Life Insurance Company (TEAMSTERS -- Camden
Non-Enhanced)(1) ................................................... $4,000,000 $4,000,000
Deeprock & Co.(1)(4) ................................................ $ 433,000 $ 433,000
Donaldson, Lufkin & Jenrette Securities Corp.(5) .................... $3,800,000 $3,800,000
General Motors Employee Domestic Group Pension Trust ................ $2,000,000 $2,000,000
Glacier Water Services, Inc.(4) ..................................... $ 500,000 $ 500,000
Forest Alternative Strategies A-5 ................................... $ 850,000 $ 850,000
Forest Alternative Strategies A5I ................................... $ 160,000 $ 160,000
Forest Alternative Strategies A5M ................................... $ 85,000 $ 85,000
Forest Global Convertible Fund A-5 .................................. $ 850,000 $ 850,000
LLT Limited ......................................................... $ 125,000 $ 125,000
MainStay Convertible Fund(1)(4) ..................................... $3,375,000 $3,375,000
MainStay VP Convertible Portfolio(4) ................................ $1,000,000 $1,000,000
NationsBanc Montgomery Securities LLC ............................... $4,250,000 $4,250,000
New York Life Separate Account #7(5) ................................ $1,800,000 $1,800,000
Pacific Horizon Capital Income Fund DTC #901 Bank of New York(5)..... $1,000,000 $1,000,000
Pacific Innovations Trust Capital Income Fund DTC #2616 PNC Bank,
National Association(5) ............................................ $ 230,000 $ 230,000
Raytheon Company Master Pension Trust(4) ............................ $1,170,000 $1,170,000
</TABLE>
S-2
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL
PRINCIPAL AMOUNT OF
AMOUNT OF NOTES NOTES COVERED
BENEFICIALLY BY THIS
SELLING HOLDER NAME OWNED PROSPECTUS
- ------------------------------------------------------- ----------------- --------------
<S> <C> <C>
SBC Warburg Dillon Reed Inc.(4) ....................... $1,250,000 $1,250,000
Shepherd Investments International Ltd.(1)(4) ......... $1,250,000 $1,250,000
Smith Barney Inc.(1)(3) ............................... $4,204,000 $4,204,000
Societe Generale Securities Corp.(4) .................. $4,400,000 $4,400,000
Stark International(1)(4) ............................. $1,250,000 $1,250,000
Yield Strategies Fund I, L.P. ......................... $1,000,000 $1,000,000
</TABLE>
- ----------
(1) The Notes listed here are in addition to those listed in the Prospectus
dated May 19, 1998.
(2) Boston Partners Bond Fund, Mellon Trust, and Orange County Employee
Retirement System were mistakenly listed as Selling Holders in the
Prospectus dated May 19, 1998.
(3) Smith Barney Inc. was an Initial Purchaser of the Notes. In December 1997,
Smith Barney Inc. merged with Salomon Brothers Inc., which has performed
advisory services for the Company and had credit relationships with the
Company.
(4) Information was provided by the Selling Holder between May 20, 1998 and
July 10, 1998.
(5) Information was provided by the Selling Holder between July 11, 1998 and
August 27, 1998.
The foregoing list of Selling Holders, and the list of Selling Holders
pages 34 and 35 of the accompanying Prospectus, may not include holders of
additional aggregate principal amount of Notes which have been registered for
future sale under the Registration Statement of which this Prospectus
Supplement and the accompanying Prospectus are parts. Additional Selling
Holders will be identified, together with the amount of Securities to be
offered by such holders, in one or more additional supplements to the
accompanying Prospectus. Any such supplement will be circulated with the
accompanying Prospectus and will be deemed to be a part thereof as of the date
of such supplement. Only the Selling Holders listed in the accompanying
Prospectus or any supplement thereto, including this Prospectus Supplement, (or
the transferees, pledgees or donees of such Selling Holders, or their
successors) will be entitled to offer their Securities by means of the
accompanying Prospectus, as supplemented from time to time.
S-3
<PAGE>
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NO DEALER, SALESPERSON OR OTHER
INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE $200,000,000 AGGREGATE PRINCIPAL
CONTAINED IN OR INCORPORATED BY AMOUNT OF 5% CONVERTIBLE
REFERENCE IN THIS PROSPECTUS IN SUBORDINATED NOTES DUE 2004
CONNECTION WITH THE OFFERING MADE BY
THIS PROSPECTUS AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR ANY OF
ITS AGENTS. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY 7,852,375 SHARES
CIRCUMSTANCES, CREATE AN IMPLICATION OF COMMON STOCK
THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE
AS OF WHICH INFORMATION IS GIVEN IN
THIS PROSPECTUS. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER OR
SOLICITATION BY ANYONE IN ANY
JURISDICTION IN WHICH THE PERSON
MAKING SUCH OFFER OR SOLICITATION IS
NOT QUALIFIED TO DO SO OR TO ANY
PERSON TO WHOM, IT IS UNLAWFUL TO MAKE [TEL-SAVE LOGO]
SUCH SOLICITATION.
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TABLE OF CONTENTS
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PAGE
---- PROSPECTUS SUPPLEMENT
PROSPECTUS SUPPLEMENT
Selling Holders ................. S-2 --------------------------
PROSPECTUS
Available Information ........... 2
Incorporation of Certain
Documents by Reference ........ 3
Risk Factors .................... 4
The Company ..................... 11
Description of Capital Stock .... 11
Description of the Notes ........ 11
Book-Entry System; Delivery and
Form .......................... 24
Certain U.S. Federal Income Tax
Consequences .................. 29
Use of Proceeds ................. 33 Dated September 16, 1998
Selling Holders ................. 33
Plan of Distribution ............ 36
Legal Matters ................... 36
Experts ......................... 37
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