-----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, FRn2eBs0oYGouzAF9zsgMgw69XMPhoqMY47SIVwJQyCCzuBfl0Yzaqt1XoHOvMb0 WlV1FmHZh0nBc+JhApJTfw== 0000869906-02-000111.txt : 20020414 0000869906-02-000111.hdr.sgml : 20020414 ACCESSION NUMBER: 0000869906-02-000111 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TALK AMERICA CENTRAL INDEX KEY: 0000948545 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 232827736 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-48510 FILM NUMBER: 02546176 BUSINESS ADDRESS: STREET 1: 12020 SUNRISE VALLEY DRIVE CITY: RESTON STATE: VA ZIP: 22091 BUSINESS PHONE: 2158621500 MAIL ADDRESS: STREET 1: 12020 SUNRISE VALLEY DRIVE CITY: RESTON STATE: VA ZIP: 22091 FORMER COMPANY: FORMER CONFORMED NAME: TALK COM DATE OF NAME CHANGE: 19990526 FORMER COMPANY: FORMER CONFORMED NAME: TEL SAVE COM INC DATE OF NAME CHANGE: 19981117 FORMER COMPANY: FORMER CONFORMED NAME: TEL SAVE HOLDINGS INC DATE OF NAME CHANGE: 19950726 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEGG MASON INC CENTRAL INDEX KEY: 0000704051 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 521200960 STATE OF INCORPORATION: MD FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 100 LIGHT ST CITY: BALTIMORE STATE: MD ZIP: 21202-1476 BUSINESS PHONE: 4105390000 MAIL ADDRESS: STREET 1: 100 LIGHT ST CITY: BALTIMORE STATE: MD ZIP: 21202-1476 SC 13G 1 talkamerica.txt TALK AMERICA HOLDINGS INC. Securities and Exchange Commission Washington, D. C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Talk America Holdings Inc. Common Stock CUSIP Number 87426R103 Date of Event Which Requires Filing of this Statement: December 31, 2001 CUSIP No. 87426R103 1) Name of reporting person: Legg Mason, Inc. Tax Identification No.: 52-1200960 2) Check the appropriate box if a member of a group: a) n/a 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: 5,631,545 7) Sole dispositive power: - 0 - 8) Shared dispositive power: 5,631,545 9) Aggregate amount beneficially owned by each reporting person: 5,631,545 10) Check if the aggregate amount in row (9) excludes certain shares: n/a 11) Percent of class represented by amount in row (9): 6.91% 12) Type of reporting person: HC, CO ___________________________________________________________________ Item 1a) Name of issuer: Talk America Holdings Inc. Item 1b) Address of issuer's principal executive offices: 12020 Sunrise Valley Drive, Suite 250 Reston, VA 20191 Item 2a) Name of person filing: Legg Mason, Inc. Item 2b) Address of principal business office: 100 Light Street Baltimore, MD 21202 Item 2c) Citizenship: Maryland Corporation Item 2d) Title of class of securities: Common Stock Item 2e) CUSIP number: 87426R103 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 Fund; see 240.13d-1(b)(ii)(F). (g) [ X ] Parent holding company, in accordance with 240.13d-1(b)(ii)(G). (h) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(H). Item 4) Ownership: (a) Amount beneficially owned: 5,631,545 (b) Percent of Class: 6.91% (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: 5,631,545 (iii) sole power to dispose or to direct the disposition of: - 0 - (iv) shared power to dispose or to direct the disposition of: 5,631,545 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 advisory subsidiaries described in Item 7 have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of shares of Talk America Holdings Inc. Accounts managed by LMM LLC in the aggregate, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, 5,574,200 shares, or 6.84% of the total shares outstanding of Talk America Holdings Inc. The interest of one account, Legg Mason Opportunity Trust, a portfolio of Legg Mason Investment Trust, Inc., an investment company registered under the Investment Company Act of 1940 and managed by LMM LLC, amounted to 5,574,200 shares or 6.84% of the total shares outstanding. Item 7) Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company: LMM LLC, investment adviser Legg Mason Wood Walker, Inc., investment adviser and broker/dealer with discretion Item 8) Identification and classification of members of the group: n/a 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, 2002 Legg Mason, Inc. By ____________________________________________________ Timothy C. Scheve, Sr. Ex. Vice President Joint Filing Agreement --------------------------- Each party signing below agrees that this statement is submitted as a joint filing on behalf of all of the undersigned. Legg Mason, Inc. By ___________________________________________ Timothy C. Scheve, Sr. Ex. Vice President LMM LLC By____________________________________________ Jennifer Murphy, Chief Operations Officer Legg Mason Investment Trust, Inc. By____________________________________________ Marc R. Duffy, Vice President -----END PRIVACY-ENHANCED MESSAGE-----