SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(Amendment No.1)
Talk.com 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 10 4
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(CUSIP Number)
January 11, 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)
____________________
[FN]
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 the disclosures provided in a prior cover page.
The information required in 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 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).
CUSIP No. 874264 10 4 13G Page of 7 Pages
1. NAMES OF REPORTING PERSONS AOL Time Warner Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 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
SHARES 0
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 6,843,356
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
0
PERSON
WITH 8. SHARED DISPOSITIVE POWER
6,843,356
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,843,356
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.4%
12. TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 874264 10 4 13G Page of 7 Pages
1. NAMES OF REPORTING PERSONS America Online, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 54-1322110
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
SHARES 0
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 6,843,356
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
0
PERSON
WITH 8. SHARED DISPOSITIVE POWER
6,843,356
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,843,356
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.4%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 874264 10 4 13G Page of 7 Pages
This amendment to the Statement is being filed solely to reflect the
combination on January 11, 2001 of America Online, Inc. ("America Online") and
Time Warner Inc. ("Time Warner"), in connection with which (1) each of America
Online and Time Warner became a direct wholly owned subsidiary of AOL Time
Warner Inc. ("AOL Time Warner") and (2) AOL Time Warner became the ultimate
beneficial owner of the securities included in this filing held of record by
American Online.
Item 1(a). Name of Issuer:
Talk.com 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. and America Online, Inc.
Item 2(b). Address of Principal Business Office or, if None,
Residence:
75 Rockefeller Plaza
New York, NY 10019
Item 2(c). Citizenship:
AOL Time Warner Inc. and America Online, Inc. were
organized and exist under the laws of the State of
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 Rules
13d-1(b), or 13d-2(b), check whether the person
filing is a:
CUSIP No. 874264 10 4 13G Page of 7 Pages
(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).
If this statement is filed pursuant to Rule 13d-1(c), check this box. [X]
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: 6,843,356*
(b) Percent of class: 8.4%
(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 6,843,356
(iii) Sole power to dispose or to direct the disposition of 0
(iv) Shared power to dispose or to direct the disposition of 6,843,356
Instruction. For computations regarding securities which represent a
right to acquire an underlying security, see Rule 13d-3(d)(1).
___________
*The Reporting Persons beneficially own 2,721,984 shares of Common Stock of
the Issuer, issuable upon exercise of currently exercisable warrants. The
Reporting Person owns two warrants: Warrant One dated as of February 22,
1997 (amended and restated as of May 14, 1998 and amended on January 5, 1999)
is fully vested and currently exercisable for 1,721,984 shares of Common
Stock; Warrant Two dated as of May 14, 1998 is fully vested and currently
exercisable for 1,000,000 shares of Common Stock.
CUSIP No. 874264 10 4 13G Page of 7 Pages
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following [ ].
Instruction. Dissolution of a group requires a response to this item.
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
Except as otherwise disclosed in periodic public filings with the
Securities and Exchange Commission, no other person is known to have the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, such securities.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the
Parent Holding Company.
America Online, Inc. (a direct wholly owned subsidiary of AOL Time Warner
Inc.) - CO - 6,843,356 shares.
Item 8. Identification and Classification of Members of the
Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
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
with or as a participant in any transaction having that purpose or effect.
CUSIP No. 874264 10 4 13G Page of 7 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: January 22, 2001
AOL Time Warner Inc.
/s/ J. Michael Kelly
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(Signature)
J. Michael Kelly, Executive Vice President
and Chief Financial Officer
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(Name/Title)
America Online, Inc.
/s/ Randall Boe
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(Signature)
Randall Boe, Senior Vice President,
General Counsel and Secretary
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(Name/Title)
CUSIP No. 874264 10 4 13G
Exhibit 1
JOINT FILING AGREEMENT
AOL Time Warner Inc., a Delaware corporation and America Online, Inc., a
Delaware corporation, each hereby agrees, in accordance with Rule 13d-1(k)
under the Securities Exchange Act of 1934, that the Schedule 13G filed
herewith, and any amendments thereto, relating to the shares of common stock,
par value $0.01, of Talk.com Inc. is, and will be, jointly filed on behalf of
each such person and further agree that this Joint Filing Agreement be
included as an Exhibit to such joint filings. In evidence thereof, the
undersigned hereby execute this Agreement as of the date set forth below.
Dated: January 22, 2001
AOL TIME WARNER INC.
By: /s/ J. Michael Kelly
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Name: J. Michael Kelly
Title: Executive Vice President and Chief
Financial Counsel
AMERICA ONLINE, INC.
By: /s/ Randall Boe
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Name: Randall Boe
Title: Senior Vice President, General Counsel
and Secretary