UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Amendment No. 7)
Under the Securities Exchange Act of 1934
Tel-Save.com, 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)
Daniel Borislow
8234 Horseshoe Bay Boulevard
Boynton Beach, FL 33437
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(Name, Address, and Telephone Number of Persons
Authorized to Receive Notices and Communications)
January 5, 1999
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(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 [ ].
(Page 1 of 7 Pages)
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(Page 2 of 7 Pages)
CUSIP No. 879176105 13D
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1) NAME OF REPORTING PERSON Daniel Borislow
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2) CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3) SEC USE ONLY
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4) SOURCE OF FUNDS: N/A
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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 5,480,834
SHARES ----------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER 0
OWNED BY ----------------------------------------------------------
EACH 9) SOLE DISPOSITIVE POWER 5,480,834
REPORTING ----------------------------------------------------------
PERSON WITH 10) SHARED DISPOSITIVE POWER 0
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED 5,480,834
BY EACH REPORTING PERSON
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12) CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES [ ]
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13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 9.2%
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14) TYPE OF REPORTING PERSON: IN
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This Amendment No. 7 amends Items 4, 5, 6 and 7 of the Schedule 13D filed
by the Reporting Person. Capitalized terms used herein without definition have
the meanings set forth in the Reporting Person's Schedule 13D as amended by
Amendments No. 1 to 6 thereto.
Item 4. Purpose of the Transaction.
Item 4 is hereby amended as follows:
As of January 5, 1999, the Reporting Person resigned as Chairman of the
Board of Directors, Chief Executive Officer and a Director of the Company. On or
about the same time as the Reporting Person's departure, the Company entered
into various agreements and engaged in various transactions with the Reporting
Person and certain entities in which the Reporting Person or his family has an
interest. Among other agreements and transactions, the Company agreed that, so
long as the Reporting Person owns beneficially at least two percent (2%) of the
Common Stock (on a fully diluted basis), the Reporting Person will be entitled
to: registration rights with respect to his shares of Common Stock and the right
to require the Company to use a portion of proceeds from any securities offering
by the Company to repurchase the Reporting Person's securities of the Company.
The Company also agreed that, so long as the Reporting Person has such
beneficial ownership, the Company will not, without the prior written consent of
the Reporting Person and subject to certain exceptions: (a) engage in certain
significant corporate transactions, including the sale or encumbrance of
substantially all of its assets, mergers and consolidations and certain material
acquisitions, or, (b) for a period of 18 months from the agreement date, offer
or sell any of its Common Stock unless and until the Reporting Person has sold
or otherwise disposed of all of the shares of Common Stock held by him on the
agreement date. In turn, the Reporting Person terminated his employment with the
Company and agreed not to compete with the Company for at least one year. The
Reporting Person also agreed to guarantee up to $20,000,000 of the Company's
obligations in connection with the America Online, Inc.
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(Page 4 of 7 Pages)
The Reporting Person may from time to time, in his discretion, purchase
additional shares of Common Stock, dispose of all or a portion of the shares of
Common Stock held by him or otherwise engage in transactions with respect to the
Common Stock (including transactions involving derivative securities related to
the Common Stock).
Except as described in this Item 4, the Reporting Person has no present
plans or proposals which relate or would result in: (i) an extraordinary
corporate transaction such as a merger, reorganization or liquidation, involving
the Company or any of its subsidiaries, (ii) a sale or transfer of a material
amount of assets of the Company or any of its subsidiaries, (iii) any change in
the present board of directors or management of the Company, (iv) any material
change to the present capitalization or dividend policy of the Company, (v) any
other material change in the Company's business or corporate structure, (vi)
changes in the Company's charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Company by any
person, (vii) causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted on an
inter-dealer quotation system of a registered national securities association,
(viii) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended, or (ix) any actions similar to any of those
enumerated above.
Item 5. Interest in Securities of Issuer.
Item 5(c) is hereby amended as follows:
(c) As of December 31, 1998, the Reporting Person terminated a voting trust
arrangement covering 7,240,000 shares of Common Stock as to which the Reporting
Person shared voting power.
As of December 31, 1998, the Reporting Person terminated a voting trust
agreement with respect to 166,526 shares of Common Stock.
Effective as of December 31, 1998, the Reporting Person and his spouse
resigned as directors of the D&K
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(Page 5 of 7 Pages)
Foundation, a charitable foundation holding 1,200,000 shares of Common Stock.
As of December 15, 1998, the Board of Directors approved the issuance of
32,701 shares of Common Stock to the Reporting Person.
Upon approval of the Company's 1998 Long-Term Incentive Plan by
stockholders on December 30, 1998, the Reporting Person received a grant of
options, covering 750,000 shares of Common Stock at an exercise price of $5.75
per share. Such options are immediately exercisable.
The Company declared a dividend, payable to holders of record as of
December 31, 1998, of one right to purchase a share of Common Stock for every 20
shares (or shares subject to warrants or options) held. As a result of that
dividend declaration, the Reporting Person will receive rights to purchase
approximately 260,993 shares of Common Stock.
As of January 5, 1999, the Reporting Person transferred 783,706 shares of
Common Stock to the Company, valued at the current market price per share, in
exchange for certain assets of the Company and the extinguishing of certain
indebtedness.
As of January 6, 1999, the Reporting Person sold, in a private transaction,
2,028,154 shares of Common Stock to the D&K Grantor Retained Annuity Trust, a
trust for the benefit of the Reporting Person's children, at the current market
price per share.
As a result of the transactions described above, the Reporting Person has
sole dispositive and voting power with respect to 5,480,834 shares of Common
Stock (including 750,000 shares subject to options and 260,993 shares subject to
rights), representing beneficial ownership of approximately 9.2% of the
outstanding shares of Common Stock.
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(Page 6 of 7 Pages)
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer
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For a discussion of certain agreements between the Company and the
Reporting Person, see Item 4 above.
Item 7. Material to be Filed as Exhibits
(a) Severance Agreement, dated as of December 31, 1998, between the Company and
Daniel M. Borislow (incorporated by reference to Exhibit 10.5 in the Form
8-K filed by Tel-Save.com, Inc. on January 20, 1999).
(b) Registration Rights Agreement, dated as of December 31, 1998, among the
Company, Daniel M. Borislow, Mark Pavol, as Trustee of that certain D&K
Grantor Retained Annuity Trust, dated June 15, 1998 and the Trustee of that
certain D&K Grantor Retained Annuity Trust II. (incorporated by reference
to Exhibit 10.8 in the Form 8-K filed by Tel-Save.com, Inc. on January 20,
1999).
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(Page 7 of 7 Pages)
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: January 20, 1999
/s/ Daniel Borislow
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Daniel Borislow
