0000950117-01-501281.txt : 20011009 0000950117-01-501281.hdr.sgml : 20011009 ACCESSION NUMBER: 0000950117-01-501281 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010927 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45631 FILM NUMBER: 1745574 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: AOL TIME WARNER INC CENTRAL INDEX KEY: 0001105705 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 134099534 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 75 ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2124848000 MAIL ADDRESS: STREET 1: 75 ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G/A 1 a31390.txt AOL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 ------------- SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 2 )* Talk America Holdings, Inc. --------------------------- (Name of Issuer) Common Stock, par value $ .01 per share --------------------------------------- (Title of Class of Securities) 874264 104 ----------- (CUSIP Number) September 19, 2001 ----------------------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13G ================================================================================ CUSIP No. 874264 10 4 Page 2 of 5 Pages ================================================================================ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) AOL Time Warner Inc. 13-4099534 -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a[ ] b[ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ================================================================================ NUMBER OF 5 SOLE VOTING POWER 0 SHARES -------------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER 18,000,000(1) OWNED BY EACH -------------------------------------------------------------- REPORTING 7 SOLE DISPOSITIVE POWER 0 PERSON WITH -------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 18,000,000(1) =============================================================================== 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 18,000,000(1) -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 19.5%(1) -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* HC ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! 1 Calculated pursuant to Rule 13d-3(d). Includes 10.8 million shares of Talk America Holdings, Inc. ("Talk America") common stock subject to issuance upon conversion of $54 million aggregate principal of 8% 10-year senior secured convertible promissory notes ("Convertible Debt") held by America Online, Inc. Effective October 1, 2001, in connection with the termination of a marketing arrangement, the principal amount of the Convertible Debt will be reduced by $20 million and the number of shares subject to the Convertible Debt will be reduced to 6.8 million shares. CUSIP No. 874264 10 4 Page 3 of 5 Pages ------------ - - Item 1(a) Name of Issuer Talk America Holdings, Inc. Item 1(b) Address of Issuer's Principal Executive Offices: 12020 Sunrise Valley Drive, Suite 250, Reston, VA 20191 Item 2(a) Name of Person Filing: AOL Time Warner Inc. Item 2(b) Address of Principal Business Office or, if None, Residence: 75 Rockefeller Plaza, New York, NY 10019 Item 2(c) Citizenship: Delaware Item 2(d) Title of Class of Securities: Common Stock, par value $ .01 per share Item 2(e) CUSIP Number: 874264 10 4 Item 3. If This Statement is filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Exchange Act. (b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [ ] Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) [ ] Investment company registered under Section 8 of the Investment Company Act. (e) [ ] An investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). CUSIP No. 874264 10 4 Page 4 of 5 Pages Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1. (a) Amount beneficially owned: 18,000,000(1) (b) Percent of Class: 19.5(1)% (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 18,000,000(1) ---------------------- (iii) Sole power to dispose or to direct the disposition of 0 , ------------ (iv) Shared power to dispose or to direct the disposition of 18,000,000(1), ------------- Item 5. Ownership of Five Percent or Less of a Class. Not Applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not Applicable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. America Online, Inc. - CO Item 8. Identification and Classification of Members of the Group. Not Applicable Item 9. Notice of Dissolution of Group. Not Applicable Item 10. Certifications. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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 or as a participant in any transaction having that purpose or effect. 1 Calculated pursuant to Rule 13d-3(d). Includes 10.8 million shares of Talk America Holdings, Inc. ("Talk America") common stock subject to issuance upon conversion of $54 million aggregate principal of 8% 10-year senior secured convertible promissory notes ("Convertible Debt") held by America Online, Inc. Effective October 1, 2001, in connection with the termination of a marketing arrangement, the principal amount of the Convertible Debt will be reduced by $20 million and the number of shares subject to the Convertible Debt will be reduced to 6.8 million shares. CUSIP No. 874264 10 4 Page 5 of 5 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. Date: September 25, 2001 AOL Time Warner Inc. /s/ J. Michael Kelly Name: J. Michael Kelly Title: Executive Vice President and Chief Financial Officer