UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
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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.
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(Name of Issuer)
Common Stock, par value $ .01 per share
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(Title of Class of Securities)
874264 104
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(CUSIP Number)
September 19, 2001
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(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
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CUSIP No. 874264 10 4 Page 2 of 5 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
AOL Time Warner Inc.
13-4099534
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[ ]
b[ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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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)
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 18,000,000(1)
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 19.5%(1)
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12 TYPE OF REPORTING PERSON* HC
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*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
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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
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(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 ,
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(iv) Shared power to dispose or to direct the disposition of 18,000,000(1),
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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