To: Joe Copia who wrote (56092 ) 2/16/1999 2:39:00 PM From: Nietzsche Read Replies (1) | Respond to of 119973
TALK Tel-Save.com Files to Register 12.8 Million Shares for AOL Washington, Feb. 16 (Bloomberg) -- Tel-Save.com Inc. filed with the U.S. Securities and Exchange Commission to register as many as 12.84 million company shares that are held or may be issued to America Online Inc. America Online, the nation's largest online service, bought 4.12 million Tel-Save.com shares under a Dec. 31, 1998, investment agreement. Except under certain circumstances, AOL can't sell 2.89 million of these shares before May 31. AOL also holds warrants to buy 2.72 million Tel-Save.com shares. The registration also includes another 6 million shares that Tel-Save.com may issue to AOL under certain exchange rights, according to a registration statement filed with the SEC. The registration statement, when cleared by the SEC, lets AOL sell its Tel-Save.com shares to the public but doesn't require AOL to divest any stock. Companies often file registration statements on behalf of investors for technical reasons and the filing doesn't necessarily mean a share sale is imminent. Tel-Save.com, a New Hope, Pennsylvania, telephone service provider, sold the 4.1 million shares to AOL as part of a larger agreement between the two companies. The agreement helped Tel- Save.com slash debt and obtain better commercial terms under a marketing agreement to sell phone services to AOL's subscribers. Tel-Save.com and its founder have agreed to reimburse AOL if the Dulles, Virginia, online service sells shares for less than the $19 purchase price during a 16-month period that starts June 1. Tel-Save.com shares fell 1 1/16 Friday to close at 10 11/16. 09:22:17 02/16/1999