UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Tel-Save Holdings, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
879176195
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(CUSIP Number)
George P. Farley
6805 Route 202
New Hope, PA 18938
(215) 862-1500
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(Name, Address, and Telephone Number of Persons
Authorized to Receive Notices and Communications)
June 15, 1998
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(Date of Even 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 [ ].
(Page 1 of 8 Pages)
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CUSIP No. 879176105 13D Page 2 of 8 Pages
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1) NAME OF REPORTING PERSON George P. Farley
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2) CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS: N/A
- --------------------------------------------------------------------------------
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6) CITIZENSHIP OR PLACE OF ORGANIZATION U.S.
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NUMBER OF 7) SOLE VOTING POWER 4,200,286
SHARES ----------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER 1,200,000
OWNED BY ----------------------------------------------------------
EACH 9) SOLE DISPOSITIVE POWER 4,200,286
REPORTING ----------------------------------------------------------
PERSON WITH 10) SHARED DISPOSITIVE POWER 1,200,000
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED 5,400,286
BY EACH REPORTING PERSON
- --------------------------------------------------------------------------------
12) CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON: IN
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CUSIP No. 879176105 13D Page 3 of 8 Pages
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1) NAME OF REPORTING PERSON Borislow Family Grantor
Retained Annuity Trust
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2) CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP
(c) [ ]
(d) [ ]
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3) SEC USE ONLY
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4) SOURCE OF FUNDS: N/A
- --------------------------------------------------------------------------------
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6) CITIZENSHIP OR PLACE OF ORGANIZATION Pennsylvania
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NUMBER OF 7) SOLE VOTING POWER 4,000,000
SHARES ----------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER 0
OWNED BY ----------------------------------------------------------
EACH 9) SOLE DISPOSITIVE POWER 4,000,000
REPORTING ----------------------------------------------------------
PERSON WITH 10) SHARED DISPOSITIVE POWER 0
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED 4,000,000
BY EACH REPORTING PERSON
- --------------------------------------------------------------------------------
12) CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
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14) TYPE OF REPORTING PERSON: OO
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Page 4 of 8 Pages
Item 1. Security Issuer.
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This statement relates to the common stock, par value $.0l per share (the
"Common Stock"), of Tel-Save Holdings, Inc. (the "Company"), a Delaware
corporation, which has its principal executive offices at 6805 Route 202, New
Hope, Pennsylvania 18938.
Item 2. Identity and Background.
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(a) Name: This Statement is being filed by George P. Farley (the "Reporting
Person"). The filing of this Statement shall not be construed as an admission
(i) that the Reporting Person is, for the purpose of Section 13(d) or 13(g) of
the Securities Exchange Act of 1934, as amended, the beneficial owner of any of
the securities covered by this Schedule, or (ii) that this Schedule is legally
required to be filed by the Reporting Person.
(b) Residence or Business Address: The business address of the Reporting
Person is 6805 Route 202, New Hope, Pennsylvania 18938.
(c) Principal Occupation/Business: The principal occupation of the
Reporting Person is Chief Financial Officer and Treasurer of the Company.
(d) Criminal Convictions: The Reporting Person has not during the last five
years been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) Court or Administrative Proceedings: During the last five years, the
Reporting Person has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of which such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
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Page 5 of 8 Pages
Item. 3 Source and Amount of Funds and Other Consideration.
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Not applicable
Item 4. Purpose of Transaction.
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On June 15, 1998, solely for estate tax planning purposes, Daniel Borislow
(the "Grantor") transferred 4,000,000 shares of Common Stock to a trust (the
"Trust"), the sole trustee of which is the Reporting Person. The Trust is
required to make payments over a three year period to the Grantor and then
distribute any remaining Trust assets to the Grantor's children. The Reporting
Person has sole power to vote and dispose of the shares of Common Stock that the
Grantor transferred to the Trust.
The Reporting Person, along with the Grantor and the Grantor's wife, is a
director of the D&K Charitable Foundation (the "Foundation"), and in that
capacity shares the power to vote and dispose of the 1,200,000 shares of Common
Stock that the Foundation currently holds. The Reporting Person also is the
Managing Member of Black Brook Capital, LLC, which holds 200,286 shares of
Common Stock.
The Reporting Person has no present plans, proposals or intentions that
relate to or would result in any of the following actions: (i) the acquisition
by any person of additional securities of the Company or the disposition of
securities of the Company; (ii) any extraordinary corporate transactions
involving the Company or any of its subsidiaries, such as a merger,
reorganization or liquidation; (iii) selling or transferring a material amount
of assets of the Company or any of its subsidiaries; (iv) changing the current
board of directors or management of the Company; (v) materially changing the
Company's capitalization, dividend policy, business or corporate structure; (vi)
making any change in the Company's charter or bylaws; (vii) taking any other
action which might impede the acquisition of control of the Company by any
person; (vii) causing the Common Stock to cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association; (viii) causing any class of the Company's equity securities to
become
<PAGE>
Page 6 of 8 Pages
eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934 or (ix) taking any action similar to any of
those enumerated above.
The Reporting Person is the Chief Financial Officer, the Treasurer, and a
Director of the Company. In these capacities, the Reporting Person may from time
to time consider plans or proposals relating to: the acquisition or disposition
of securities of the Company; extraordinary corporate transactions involving the
Company or any of its subsidiaries; selling or transferring a material amount of
assets of the Company or any of its subsidiaries; changing the present board of
directors or management of the Company; materially changing the present
capitalization or dividend policy of the Company; making other material changes
in the Company's business or corporate structure; changing the Company's
charter, bylaws or instruments corresponding thereto or other actions which may
affect control of the Company; causing the Common Stock to no longer be quoted
on the Nasdaq National Market System; causing the Common Stock to become
eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or taking any action similar to any of those
enumerated above.
The Reporting Person, for himself and in his capacities as the trustee of
the Trust and a director of the Foundation, will review on a continuous basis
investments in the Common Stock and the Company's business affairs and financial
condition, as well as conditions in the securities markets and general economic
and industry conditions. The Reporting Person, for himself and in his capacities
as the trustee of the Trust and a director of the Foundation, may in the future
take such actions in respect of the investments in the Common Stock as he deems
appropriate in light of the circumstances existing from time to time. Currently,
these actions include continuing to hold shares or disposing of shares of Common
Stock. Under the terms of the Trust, the Reporting Person is also authorized to
transfer shares of Common Stock to the Grantor. Additionally, it is possible
that the Reporting Person could seek to acquire additional shares, for himself
or in his capacities as the trustee of the Trust and a director of the
Foundation, although he has no current
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Page 7 of 8 Pages
plans to do so. In reaching any conclusion as to the foregoing matters, the
Reporting Person, for himself and in his capacity as the trustee of the Trust
and a director of the Foundation, may take into consideration various factors
such as the Company business and prospects, other developments concerning the
Company, the obligations of, cash and financial resources and needs of,
investment goals of, and other business opportunities available to himself and
to the Trust and the Foundation, developments with respect to the Reporting
Person's, the Trust's, and the Foundation's business, general economic
conditions, the market price for the Common Stock and stock market conditions.
Item 5. Interest in Securities of the Issuer.
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(a) As of the date hereof, the Trust beneficially owns 4,000,000 shares of
Common Stock(approximately 6.27% of the outstanding shares of Common Stock), and
the Foundation beneficially owns 1,200,000 shares of Common Stock (approximately
1.88% of the outstanding shares of Common Stock). The Reporting Person could be
deemed to own beneficially an aggregate of 5,400,286 shares of Common Stock
(approximately 8.47% of the outstanding shares of Common Stock), which number
includes the 4,000,000 shares of Common Stock beneficially owned by the Trust
and the 1,200,000 shares beneficially owned by the Foundation.
(b) The Reporting Person has shared power to vote and dispose of the
1,200,000 shares of Common Stock held by the Foundation, and sole power to vote
and dispose of the remaining 4,200,286 shares of Common Stock that he could be
deemed to own beneficially.
(c) See Item 4.
(d) Not Applicable.
(e) Not Applicable.
<PAGE>
Page 8 of 8 Pages
Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of
Item 6. the Issuer.
- ------- --------------------------------------------
Not Applicable.
Item 7. Materials To Be Filed as Exhibits.
- ------- ----------------------------------
Not applicable.
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: June 25, 1998
/s/ George P. Farley
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George P. Farley
