SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
September 11, 1998
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Date of report (Date of earliest event reported)
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)
215-862-1500
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Registrant's telephone number, including area code
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Item 5. Other Events.
Tel-Save Holdings, Inc. (the "Company") announced on September 11,
1998 that it expects to report significantly better operating results for its
1998 third quarter than previously projected. The third quarter operating loss
is expected to be much less than previously anticipated due to lower marketing
expenses under its contract with AOL than previously projected. In addition, the
Company will have extraordinary gains in the third quarter, including gains
related to the repurchase of a portion of its convertible debt.
The Company also announced that, as of September 11, 1998, it had paid
for 14,690,500 shares of its stock under its previously announced repurchase
authorization. The Company suspended the stock repurchases as of August 31 due
to the failure of its brokers in making delivery of a significant portion of the
shares already paid for. The Company may resume such repurchases in the future.
Certain of the statements contained herein may be considered
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such
statements are identified by the use of forward-looking words or phrases,
including, but not limited to, "estimates", projected", "expects", "expected",
"anticipates" and "anticipated". These forward-looking statements are based on
the Company's current expectations. Although the Company believes that the
expectations reflected in such forward-looking statements are reasonable, there
can be no assurance that such expectations will prove to have been correct.
Forward-looking statements involve risks and uncertainties and the Company's
actual results could differ materially from the Company's expectations.
Important factors that could cause such actual results to differ materially
include, among others, adverse developments in the Company's relationship with
AT&T or AOL, increased price competition for long distance service, failure of
the marketing of long distance services under the AOL Agreement, attrition in
the number of end users, increased implementation of PIC freezes by local
telephone companies and changes in governmental policy, regulation and
enforcement. The Company undertakes no obligations to update its forward-looking
statements.
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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: September 18, 1998 By: /s/ Aloysius T. Lawn, IV
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General Counsel
