-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K4EnSS3M02SQI9taPmRi7GgKQAIw/ZN18QHM3PDcFsOVBYSQtekd0XOghjPa6EsB XWi99PGAqO8VYlBKcwqTFg== 0000357235-05-000084.txt : 20050214 0000357235-05-000084.hdr.sgml : 20050214 20050214172654 ACCESSION NUMBER: 0000357235-05-000084 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050214 DATE AS OF CHANGE: 20050214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: XM SATELLITE RADIO HOLDINGS INC CENTRAL INDEX KEY: 0001091530 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 541878819 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57011 FILM NUMBER: 05612840 BUSINESS ADDRESS: STREET 1: 1500 ECKINGTON PL NE CITY: WASHINGTON STATE: DC ZIP: 20002 BUSINESS PHONE: 2023804000 MAIL ADDRESS: STREET 1: 1500 ECKINGTON PL NE CITY: WASHINGTON STATE: DC ZIP: 20002 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEGG MASON FUNDS MANAGEMENT INC /MD/ CENTRAL INDEX KEY: 0001135776 IRS NUMBER: 522268681 STATE OF INCORPORATION: MD FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 100 LIGHT ST CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4104545300 MAIL ADDRESS: STREET 1: 100 LIGHT ST CITY: BALTIMORE STATE: MD ZIP: 21202 SC 13G/A 1 xmsatellite.txt XM SATELLITE RADIO HOLDINGS INC. Securities and Exchange Commission Washington, D. C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Xm Satellite Radio Holdings, Inc. Common Stock CUSIP Number 983759101 Date of Event Which Requires Filing of this Statement: December 31, 2004 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ X ] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - CUSIP No. 983759101 1) Name of reporting person: Legg Mason Funds Management, Inc. Tax Identification No.: 52-2268681 2) Check the appropriate box if a member of a group: a) x b) n/a 3) SEC use only 4) Place of organization: Maryland Number of shares beneficially owned by each reporting person with: 5) Sole voting power: - 0 - 6) Shared voting power: 3,648,855 7) Sole dispositive power: - 0 - 8) Shared dispositive power: 3,648,855 9) Aggregate amount beneficially owned by each reporting person: 3,648,855 10)Check if the aggregate amount in row (9) excludes certain shares: n/a 11)Percent of class represented by amount in row (9): 1.78% 12)Type of reporting person: IA, CO CUSIP No. 983759101 1) Name of reporting person: LMM, LLC Tax Identification No. 52-2204753 2) Check the appropriate box if a member of a group: a) x b) n/a 3) SEC use only 4) Place of organization: Maryland Number of shares beneficially owned by each reporting person with: 5) Sole voting power: - 0 - 6) Shared voting power: 3,600,000 7) Sole dispositive power: - 0 - 8) Shared dispositive power: 3,600,000 9) Aggregate amount beneficially owned by each reporting erson: 3,600,000 10)Check the aggregate amount in row (9) excludes certain shares: n/a 11)Percent of class represented by amount in row (9): 1.76% 12)Type of reporting person: IA,OO CUSIP No. 983759101 1) Name of reporting person: Legg Mason Capital Management, Inc. Tax Identification No.: 52-1268629 2) Check the appropriate box if a member of a group: a) x b) n/a 3) SEC use only 4) Place of organization: Maryland Number of shares beneficially owned by each reporting person with: 5) Sole voting power: - 0 - 6) Shared voting power: 1,331,100 7) Sole dispositive power: - 0 - 8) Shared dispositive power: 1,331,100 9) Aggregate amount beneficially owned by each reporting person: 1,331,100 10) Check if the aggregate amount in row (9) excludes certain shares: n/a 11) Percent of class represented by amount in row (9): .65% 12) Type of reporting person: IA, CO - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Item 1a) Name of issuer: Xm Satellite Radio Holdings, Inc. Item 1b) Address of issuer's principal executive offices: 1500 Eckington Place, NW Washington, DC 20002 Item 2a) Name of person filing: Legg Mason Funds Management, Inc. LMM, LLC Legg Mason Capital Management, Inc. Item 2b) Address of principal business office: 100 Light Street Baltimore, MD 21202 Item 2c) Citizenship: Legg Mason Funds Management, Inc. - Maryland corporation LMM, LLC - Maryland limited liability company Legg Mason Capital Management, Inc. - Maryland corporation Item 2d) Title of class of securities: Common Stock Item 2e) CUSIP number: 983759101 Item 3) If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: (a)[ ] Broker or dealer under Section 15 of the Act. (b)[ ] Bank as defined in Section 3(a)(6) of the Act. (c)[ ] Insurance Company as defined in Section 3(a)(6) of the Act. (d)[ ] Investment Company registered under Section 8 of the Investment Company Act. (e)[ ] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. (f)[ ] Employee Benefit Plan, Pension Fund which is subject to ERISA of 1974 or Endowment Funds; see 240.13d-1(b)(ii)(F). (g)[ ] Parent holding company, in accordance with 240.13d-1(b)(ii)(G), (h)[X] Group, in accordance with 240.13d-1(b)(1)(ii)(J). Item 4) Ownership: (a) Amount beneficially owned: 8,579,955 (b) Percent of Class: 4.19% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: - 0 - (ii) shared power to vote or to direct the vote: 8,579,955 (iii) sole power to dispose or to direct the disposition of: - 0 - (iv) shared power to dispose or to direct the disposition of 8,579,955 Item 5) Ownership of Five Percent or less of a class: n/a Item 6) Ownership of more than Five Percent on behalf of another person: Various accounts managed by the investment advisers identified in Item 8 have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of shares of the issuer. No account owns more than 5% of the shares outstanding. Item 7) Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company: n/a Item 8) Identification and classification of members of the group: Legg Mason Funds Management, Inc.-investment adviser LMM, LLC-investment adviser Legg Mason Capital Management, Inc.-investment adviser Item 9) Notice of dissolution of group: n/a Item 10) Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 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. -------------------------------- Date - February 14, 2005 Legg Mason Funds Management, Inc. By___________________________________________ Jennifer Murphy, Senior Vice President LMM, LLC By____________________________________________ Jennifer Murphy, Chief Operations Officer Legg Mason Capital Management, Inc. By___________________________________________ Andrew J. Bowden, Senior Vice President Exhibit A Joint Filing Agreement -------------------------------------- This Joint Filing Agreement confirms the agreement by and among the undersigned that the Schedule 13G is filed on behalf of each member of the group identified in Item 8. Legg Mason Funds Management, Inc. By____________________________________________ Jennifer Murphy, Senior Vice President LMM, LLC By____________________________________________ Jennifer Murphy, Chief Operations Officer Legg Mason Capital Management, Inc. By_____________________________________________ Andrew J. Bowden, Senior Vice President -----END PRIVACY-ENHANCED MESSAGE-----