0001104659-06-063573.txt : 20060928 0001104659-06-063573.hdr.sgml : 20060928 20060928084312 ACCESSION NUMBER: 0001104659-06-063573 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20060928 DATE AS OF CHANGE: 20060928 GROUP MEMBERS: MARC J. LEDER GROUP MEMBERS: RODGER R. KROUSE GROUP MEMBERS: SUN CAPITAL SECURITIES ADVISORS, LP GROUP MEMBERS: SUN CAPITAL SECURITIES FUND, LP GROUP MEMBERS: SUN CAPITAL SECURITIES OFFSHORE FUND, LTD. GROUP MEMBERS: SUN CAPITAL SECURITIES, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TALK AMERICA HOLDINGS INC 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 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-45631 FILM NUMBER: 061112442 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: SCSF Equities, LLC CENTRAL INDEX KEY: 0001358623 IRS NUMBER: 202978626 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 5200 TOWN CENTER CIRCLE STREET 2: SUITE 470 CITY: BOCA RATON STATE: FL ZIP: 33486 BUSINESS PHONE: (561) 394-0550 MAIL ADDRESS: STREET 1: 5200 TOWN CENTER CIRCLE STREET 2: SUITE 470 CITY: BOCA RATON STATE: FL ZIP: 33486 SC 13D 1 a06-20378_1sc13d.htm BENEFICIAL OWNERSHIP OF 5% OR MORE

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

Under the Securities Exchange Act of 1934

Talk America Holdings, Inc.

(Name of Issuer)

Common Stock, Par Value $0.01

(Title of Class of Securities)

87426R202

(CUSIP Number)

Marc J. Leder

Rodger R. Krouse

Sun Capital Securities, LLC

5200 Town Center Circle, Suite 470

Boca Raton, Florida 33486

(561) 394-0550

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

with a copy to

Clifford E. Neimeth, Esq.

Greenberg Traurig, LLP

The Metlife Building

200 Park Avenue

New York, NY 10168

(212) 801-9200

September 22, 2006

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* 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).

CUSIP No. . 87426R202

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) SCSF Equities, LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0 (See Item 5)

			8.	Shared Voting Power 4,242,520 (See Item 5)

			9.	Sole Dispositive Power 0 (See Item 5)

			10.	Shared Dispositive Power 4,242,520 (See Item 5)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,242,520 (See Item 5)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 13.9%

	14.	Type of Reporting Person (See Instructions) PN

CUSIP No. . 87426R202

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Sun Capital Securities Offshore Fund, LP

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0 (See Item 5)

			8.	Shared Voting Power 4,242,520 (See Item 5)

			9.	Sole Dispositive Power 0 (See Item 5)

			10.	Shared Dispositive Power 4,242,520 (See Item 5)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,242,520 (See Item 5)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 13.9%

	14.	Type of Reporting Person (See Instructions) CO

CUSIP No. . 87426R202

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Sun Capital Securities Fund, LP

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0 (See Item 5)

			8.	Shared Voting Power 4,242,520 (See Item 5)

			9.	Sole Dispositive Power 0 (See Item 5)

			10.	Shared Dispositive Power 4,242,520 (See Item 5)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,242,520 (See Item 5)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 13.9%

	14.	Type of Reporting Person (See Instructions) PN

CUSIP No. . 87426R202

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Sun Capital Securities Advisors, LP

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0 (See Item 5)

			8.	Shared Voting Power 4,242,520 (See Item 5)

			9.	Sole Dispositive Power 0 (See Item 5)

			10.	Shared Dispositive Power 4,242,520 (See Item 5)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,242,520 (See Item 5)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 13.9%

	14.	Type of Reporting Person (See Instructions) PN

CUSIP No. . 87426R202

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Sun Capital Securities, LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0 (See Item 5)

			8.	Shared Voting Power 4,242,520 (See Item 5)

			9.	Sole Dispositive Power 0 (See Item 5)

			10.	Shared Dispositive Power 4,242,520 (See Item 5)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,242,520 (See Item 5)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 13.9%

	14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 87426R202

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Marc J. Leder

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0 (See Item 5)

			8.	Shared Voting Power 4,242,520 (See Item 5)

			9.	Sole Dispositive Power 0 (See Item 5)

			10.	Shared Dispositive Power 4,242,520 (See Item 5)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,242,520 (See Item 5)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 13.9%

	14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 87426R202

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Rodger R. Krouse

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0 (See Item 5)

			8.	Shared Voting Power 4,242,520 (See Item 5)

			9.	Sole Dispositive Power 0 (See Item 5)

			10.	Shared Dispositive Power 4,242,520 (See Item 5)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,242,520 (See Item 5)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 13.9%

	14.	Type of Reporting Person (See Instructions) IN

Item 1.	Security and Issuer
	The class of equity security to which this statement relates is the Common Stock, par value $0.01 per share (the “Common Stock”), of Talk America Holdings, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer are: 6805 Route 202 New Hope, Pennsylvania 18938

Item 2.	Identity and Background
	This statement is being jointly filed by each of the following persons pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission (“Commission”) pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): SCSF Equities, LLC, a Delaware limited liability company (“SCSF Equities”), Sun Capital Securities Offshore Fund, Ltd., a Cayman Islands corporation (“Sun Offshore Fund”), Sun Capital Securities Fund, LP, a Delaware limited partnership (“Sun Securities Fund”), Sun Capital Securities Advisors, LP, a Delaware limited partnership (“Sun Advisors”), Sun Capital Securities, LLC, a Delaware limited liability company (“Sun Capital Securities”), Marc J. Leder (“Leder”) and Rodger R. Krouse (“Krouse”). Leder and Krouse may each be deemed to control SCSF Equities, Sun Securities Fund and Sun Advisors, as Leder and Krouse each own 50% of the membership interests in Sun Capital Securities, which in turn is the general partner of Sun Advisors, which in turn is the general partner of Sun Securities Fund. Sun Offshore Fund owns a majority of the membership interests of SCSF Equities. Leder and Krouse may each be deemed to control the Sun Offshore Fund by virtue of their being the only directors of the Sun Offshore Fund. SCSF Equities, Sun Offshore Fund, Sun Securities Fund, Sun Advisors, Sun Capital Securities, Leder and Krouse are collectively referred to as the “Reporting Persons.” The principal business address of each of the Reporting Persons is 5200 Town Center Circle, Suite 470, Boca Raton, Florida 33486. SCSF Equities, Sun Offshore Fund, Sun Securities Fund, Sun Advisors and Sun Capital Securities are each principally engaged in making investments. Leder and Krouse are principally engaged in merchant banking and the acquisition of middle market companies. During the past five years, none of the Reporting Persons and, to the knowledge of the Reporting Persons, none of the executive officers or directors of the Reporting Persons, if applicable, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Certain information with respect to the executive officers and directors of the Reporting Persons, if applicable, is set forth on SCHEDULE A attached hereto.

Item 3.	Source and Amount of Funds or Other Consideration
	The Reporting Persons are all affiliated with Sun Securities Fund and Sun Offshore Fund, which are private equity funds formed for the purpose of making investments in public and private securities. The source of funds is capital committed by the limited partners or shareholders, respectively, of these funds, who are not themselves necessarily affiliates of the funds. The information set forth in Item 4 of this Schedule 13D is hereby incorporated herein by reference.

Item 4.	Purpose of Transaction
	The shares of Common Stock were acquired as part of the proprietary trading strategy of the Reporting Persons. The Reporting Persons intend to optimize the value of its investments and, therefore, will review from time to time the Issuer’s business affairs and financial position. Based on such evaluation and review, as well as general economic and industry conditions existing at the time, the Reporting Persons may consider from time to time various alternative courses of action. Such actions may include the acquisition or disposition of the Common Stock or other securities through open market transactions, privately negotiated transactions, a tender offer, an exchange offer or otherwise. In addition, subject to applicable law, the Reporting Persons reserve the right to communicate directly with one or more directors and/or officers of the Issuer as well as with one or more shareholders of the Issuer regarding the Issuer, including, but not limited to its operations, structure, strategic alternatives and potential strategies to maximize shareholder value. The Reporting Persons delivered today to the Board of Directors of the Company a letter proposing to acquire in an all-cash merger transaction all outstanding shares of Common Stock at $9.00 per share, subject to completion of confirmatory due diligence for a maximum period of 30 days (the “Proposal Letter”). A true and complete copy of the Proposal Letter is attached hereto as Exhibit 99.C and the full text thereof is incorporated in this Item 4 as though fully set forth herein. Except as set forth in this Item 4 and the Proposal Letter, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. The information set forth in Item 3 of this Schedule 13D is hereby incorporated herein by reference.

Item 5.	Interest in Securities of the Issuer
	(a) – (b)	On September 22, 2006, the Reporting Persons purchased shares of the Common Stock increasing the total number of shares owned by the Reporting Persons to 2,314,977 shares of the Common Stock or approximately 7.6% of the Issuer’s outstanding Common Stock. Since September 22, 2006, the Reporting Persons have purchased additional shares of the Common Stock increasing the total number of shares of Common Stock owned by the Reporting Persons. As of close of September 27, 2006, the Reporting Persons beneficially own and have sole power to vote and sole power of disposition over 4,242,520 shares of the Common Stock of the Issuer, or approximately 13.9% of the Issuer’s outstanding Common Stock.
	(c)	Except for the transactions described herein, there have been no other transactions in the securities of the Issuer effected by the Reporting Persons during the past 60 days.
	(d)	Except as stated within this Item 5, to the knowledge of the Reporting Persons, only the Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock of the Issuer reported by this statement.
	(e)	Inapplicable.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
	Except for the agreements described above or in response to Items 3 and 4 of this Schedule 13D, which are hereby incorporated herein by reference, to the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons enumerated in Item 2 of this Schedule 13D, and any other person, with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7.	Material to Be Filed as Exhibits
	Schedule A		Additional Information Required by Item 2 of this Schedule 13D.
	Exhibit 99.A		Joint Filing Agreement, dated September 28, 2006, by and among each of the Reporting Persons.
	Exhibit 99.B		Limited Power of Attorney, dated June 29, 2006, by and among the Reporting Persons.
	Exhibit 99.C		Proposal Letter, dated September 28, 2006, from the Reporting Persons to the board of directors of the Issuer.

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.

Dated: September 28, 2006	SCSF Equities, LLC

	By :	*
	Name:	Marc J. Leder
	Its:	Co-CEO

	Sun Capital Securities Offshore Fund, Ltd.

	By :	*
	Name:	Marc J. Leder
	Its:	Director

	Sun Capital Securities Fund, LP

	By:	Sun Capital Securities Advisors, LP
	Its:	General Partner

	By:	Sun Capital Securities, LLC
	Its:	General Partner

	By :	*
	Name:	Marc J. Leder
	Its:	Co-CEO

	Sun Capital Securities Advisors, LP

	By:	Sun Capital Securities, LLC
	Its:	General Partner

	By :	*
	Name:	Marc J. Leder
	Its:	Co-CEO

	Sun Capital Securities, LLC

	By :	*
	Name:	Marc J. Leder
	Its:	Co-CEO

	*
	Marc J. Leder

	*
	Rodger R. Krouse

The undersigned, by signing his name hereto, does sign and execute this Schedule 13D pursuant to the Limited Power of Attorney executed by the above Reporting Persons and incorporated by reference hereto on behalf of the Reporting Persons

Dated: September 28, 2006		*By:		/s/ Michael H. Kalb		Attorney-in-Fact
				Michael H. Kalb

SCHEDULE A

SCSF EQUITIES, LLC

Set forth below is the name and business address of each manager of SCSF Equities. Each such person is a citizen of the United States of America.

Name	Title	Address
Marc J. Leder	Co-CEO	5200 Town Center Circle, Suite 470 Boca Raton, Florida 33486
Rodger R. Krouse	Co-CEO	5200 Town Center Circle, Suite 470 Boca Raton, Florida 33486

SUN CAPITAL SECURITIES OFFSHORE FUND, LTD.

Set forth below is the name and business address of each manager of Sun Offshore Fund. Each such person is a citizen of the United States of America.

Name	Title	Address
Marc J. Leder	Director	5200 Town Center Circle, Suite 470 Boca Raton, Florida 33486
Rodger R. Krouse	Director	5200 Town Center Circle, Suite 470 Boca Raton, Florida 33486

SUN CAPITAL SECURITIES, LLC

Set forth below is the name and business address of each manager of Sun Capital Securities. Each such person is a citizen of the United States of America.

Name	Title	Address
Marc J. Leder	Co-CEO	5200 Town Center Circle, Suite 470 Boca Raton, Florida 33486
Rodger R. Krouse	Co-CEO	5200 Town Center Circle, Suite 470 Boca Raton, Florida 33486

EX-99.A 2 a06-20378_1ex99da.htm EX-99

EXHIBIT 99.A

SCHEDULE 13D JOINT FILING AGREEMENT

In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.

Dated: September 28, 2006	SCSF Equities, LLC

	By :	*
	Name:	Marc J. Leder
	Its:	Co-CEO

	Sun Capital Securities Offshore Fund, Ltd.

	By :	*
	Name:	Marc J. Leder
	Its:	Director

	Sun Capital Securities Fund, LP

	By:	Sun Capital Securities Advisors, LP
	Its:	General Partner

	By:	Sun Capital Securities, LLC
	Its:	General Partner

	By :	*
	Name:	Marc J. Leder
	Its:	Co-CEO

	Sun Capital Securities Advisors, LP

	By:	Sun Capital Securities, LLC
	Its:	General Partner

	By :	*
	Name:	Marc J. Leder
	Its:	Co-CEO

	Sun Capital Securities, LLC

	By :	*
	Name:	Marc J. Leder
	Its:	Co-CEO

	*
	Marc J. Leder

	*
	Rodger R. Krouse

The undersigned, by signing his name hereto, does sign and execute this Joint Filing Agreement pursuant to the Limited Power of Attorney executed by the above Reporting Persons and incorporated by reference hereto on behalf of the Reporting Persons.

Dated: September 28, 2006		*By:		/s/ Michael H. Kalb		Attorney-in-Fact
				Michael H. Kalb

EX-99.B 3 a06-20378_1ex99db.htm EX-99

EXHIBIT 99.B

LIMITED POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of SCSF Equities, LLC, a Delaware limited liability company (“SCSF Equities”), Sun Capital Securities Offshore Fund, Ltd., a Cayman Islands corporation (“Sun Offshore Fund”), Sun Capital Securities Fund, LP, a Delaware limited partnership (“Sun Securities Fund”), Sun Capital Securities Advisors, LP, a Delaware limited partnership (“Sun Advisors”), Sun Capital Securities, LLC, a Delaware limited liability company (“Sun Capital Securities”), Marc J. Leder (“Leder”) and Rodger R. Krouse (“Krouse”) (each a “Reporting Person” and collectively, the “Reporting Persons”), having a place of business at 5200 Town Center Circle, Suite 470, Boca Raton, Florida 33486, hereby appoints each of Michael H. Kalb and Deryl C. Couch as his or its true and lawful Attorney-in-Fact (each, an “Attorney-in-Fact”), to act for and on behalf of and in the name, place and stead of each Reporting Person to:

(i) prepare, execute and file, for and on behalf of each Reporting Person any and all documents and filings that are required or advisable to be made with the United States Securities and Exchange Commission, any stock exchange or similar authority, under Section 13 or Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, including without limitation any Joint Filing Agreement under Rule 13d-1(k) of the Exchange Act (or any successor provision thereunder), Schedule 13D, Schedule 13G, Form 3, Form 4, Form 5 (or any successor schedules or forms adopted under the Exchange Act) and any amendments to any of the foregoing; and

(ii) do and perform any and all acts and take any other action of any type whatsoever in connection with the foregoing which, in the opinion of any Attorney-in-Fact, may be of benefit to, in the best interest of, or legally required by, each Reporting Person, it being understood that the documents executed by the Attorney-in-Fact on behalf of any Reporting Person pursuant to this Limited Power of Attorney shall be in such form and shall contain such terms, conditions or information as the Attorney-in-Fact may approve in the Attorney-in-Fact’s discretion.

The undersigned hereby grants to each Attorney-in-Fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as each Reporting Person might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that the Attorney-in-Fact shall lawfully do or cause to be done by virtue of this Limited Power of Attorney and the rights and powers herein granted.

This Limited Power of Attorney will remain effective until revoked by a Reporting Person.

This Limited Power of Attorney shall be governed by and construed in accordance with the laws of the State of Florida, without giving effect to any principles of conflicts of laws.

IN WITNESS WHEREOF, each Reporting Person has caused his or its name to be hereto signed and these presents to be acknowledged by its duly elected and authorized officer this 29th day of June 2006.

		SCSF Equities, LLC

		By :		/S/ MARC J. LEDER
		Name:		Marc J. Leder
		Its:		Co-CEO

		Sun Capital Securities Offshore Fund, Ltd.

		By :		/S/ MARC J. LEDER
		Name:		Marc J. Leder
		Its:		Director

		Sun Capital Securities Fund, LP

		By:		Sun Capital Securities Advisors, LP
		Its:		General Partner

		By:		Sun Capital Securities, LLC
		Its:		General Partner

		By :		/S/ MARC J. LEDER
		Name:		Marc J. Leder
		Its:		Co-CEO

		Sun Capital Securities Advisors, LP

		By :		Sun Capital Securities, LLC
		Its:		General Partner

		By :		/S/ MARC J. LEDER
		Name:		Marc J. Leder
		Its:		Co-CEO

		Sun Capital Securities, LLC

		By :		/S/ MARC J. LEDER
		Name:		Marc J. Leder
		Its:		Co-CEO

		/S/ MARC J. LEDER
		Marc J. Leder

		/S/ RODGER R. KROUSE
		Rodger R. Krouse

Notarization for Marc J. Leder

STATE OF FLORIDA )

) ss:

COUNTY OF PALM BEACH )

The foregoing instrument was acknowledged before me this 29th day of June, 2006, by Marc J. Leder.

		/S/ JANINE GORDON
(NOTARY SEAL)		Signature of Notary Public-State of Florida


		Janine Gordon
		Name of Notary Typed, Printed, or Stamped


Personally Known x		Produced Identification o
Type of Identification Produced

Notarization for Rodger R. Krouse

STATE OF FLORIDA )

) ss:
COUNTY OF PALM BEACH )

The foregoing instrument was acknowledged before me this 29th day of June, 2006, by Rodger R. Krouse.

		/S/ JANINE GORDON
(NOTARY SEAL)		Signature of Notary Public-State of Florida


		Janine Gordon
		Name of Notary Typed, Printed, or Stamped


Personally Known x		Produced Identification o
Type of Identification Produced

EX-99.C 4 a06-20378_1ex99dc.htm EX-99

EXHIBIT 99.C

SUN CAPITAL SECURITIES GROUP, LLC

5200 Town Center Circle, Suite 470

Boca Raton, FL 33486

(561) 394-0550 (Phone)

(561) 394-0540 (Fax)

September 28, 2006

Board of Directors

Talk America Holdings, Inc.

6805 Route 202

New Hope, PA 18938

Attention: Mr. Edward B. Meyercord, III

Chief Executive Officer, President and Director

Gentlemen:

Reference is made to the Merger Agreement dated September 22, 2006, among Talk America Holdings, Inc. (the “Company”), Cavalier Telephone Corporation (“Cavalier”) and Cavalier Acquisition Corp. (“CAC”), whereby, upon the terms and subject to all of the conditions precedent expressed therein, CAC would be merged with and into the Company (the “Merger”), and all holders of the Company’s Common Stock, $.01 par value (the “Common Stock”) would receive $8.10 per share in cash (the “Merger Agreement”). All capitalized terms used and not expressly defined herein are used herein with the meanings assigned in the Merger Agreement.

We have read carefully and are familiar with all terms and conditions of the Merger Agreement (including, in particular, those set forth in Sections 3.20-3.22, 4.8, 5.2-5.5, 6.1-6.3 and 7.1-7.3 thereof). We also are familiar with the terms of the Rights Agreement dated August 19, 2006, as amended, between the Company and Stocktrans, Inc., as Rights Agent.

We herewith submit to you our proposal to acquire the Company on terms and conditions more favorable, from a financial point of view, to holders of the Common Stock, than the transactions contemplated by the Merger Agreement. Specifically, we hereby propose to acquire for cash all outstanding shares of Common Stock at approximately $9.00 per share in a single-step merger transaction (although we remain flexible with respect to transaction structure and the related timing of execution to the extent you determine an alternative structure is in the best interests of the Company’s stockholders).

Our proposal represents an approximately 11% premium to the Common Stock Consideration. We presently have sufficient capital to complete the transaction without external financing.

As more fully outlined below, subject to our completion of a maximum 30-day period of confirmatory due diligence, including our review of all schedules to the Company’s representations and warranties set forth in the Merger Agreement, we would be prepared to negotiate and execute definitive transaction documentation substantially similar to the Merger Agreement. Please know that this proposal is presented on an entirely consensual basis, and we would work only directly through the Company’s Board of Directors, senior management and your professional advisors. As detailed in this proposal, Sun Capital and its affiliates are prepared to execute immediately with the Company a confidentiality agreement of the type referred to in the proviso to Section 5.5(a) of the Merger Agreement.

By way of introduction, Sun Capital (www.SunCapPart.com), and the affiliated Sun Capital Securities Group, LLC (“Sun Capital”), based in Boca Raton, Florida (with offices in New York, Los Angeles, London and Shenzhen), is one of the most prominent and active private investment firms in the U.S. focused principally on sponsored management buyouts, acquisitions and investments in market-leading companies. We are quite well-positioned to submit this proposal. Sun Capital presently owns approximately 13.92% of the outstanding Common Stock based on transactions reflected in Sun Capital’s Statement of Beneficial Ownership on Schedule 13D and our Section 16(a) reports filed today with the Securities and Exchange Commission and furnished directly to you.

Sun Capital has more than $3.5 billion of equity capital under management and acquires majority interests in companies through its private equity fund, Sun Capital Partners IV, L.P. with $1.5 billion of committed equity capital, and makes investments in equity, debt and other securities of companies through Sun Capital Securities Fund, with more than $1.3 billion of committed equity capital. Sun Capital’s affiliates are authorized to invest more than $800 million of capital in any one transaction. With a team of more than 100 professionals with significant operational and transactional experience, to date, Sun Capital’s affiliates have invested in more than 130 companies, with aggregate sales in excess of $30 billion, since our inception in 1995.

Sun Capital has been the most acquisitive private equity firm in the U.S. over the past four years, consummating 80 acquisition and investment transactions from 2002-2005, including 30 acquisitions in 2005 and 24 acquisitions thus far in 2006 (including the just completed privatization of Marsh Supermarkets), and was recently listed in a leading M&A trade publication as the fifth most acquisitive company of any kind in the U.S.

Based on (i) our proven track record of acquiring businesses; (ii) our expedience in closing transactions (generally within 30 days from inception), including going-private transactions; (iii) our significant capital resources which enable us to provide consummation certainty; (iv) our lack of any financing contingency; and (v) our decisive and fair approach to business, we believe that Sun Capital is the ideal firm to execute the acquisition of the Company on terms superior to the pending Merger.

In addition, given our current portfolio holdings in the telecommunications sector, along with the extensive time and resources already allocated to reviewing the Company, its end markets and competitive landscape, Sun Capital is, subject only to our completion of Company-specific confirmatory due diligence, well-prepared to complete our proposed acquisition of the Company. Furthermore, this transaction has received all internal Sun Capital approvals and consents.

Specifically, we are pleased to submit to the Company the following proposal:

Overview of Proposed Transaction

All-Cash Consideration. Sun Capital proposes to purchase for cash all of the outstanding shares of Company Common Stock for $9.00 per share (based on the Company’s public filings which reflect approximately 31.1 million shares of Common Stock outstanding on a fully diluted basis using the treasury method). As stated above, we propose that the transaction be structured as a single-step merger (although we remain flexible with respect to transaction structure to the extent an alternative structure is feasible and in the best interests of the Company’s stockholders). Our proposal represents an approximately 11% premium to the pending Common Stock Consideration.

No Financing Contingency. Equity financing for this transaction will be provided by one or more of Sun Capital’s affiliated funds (“Funds”). As stated above, with more than $3.5 billion in capital presently under management and the ability to invest over $800 million in any single transaction, Sun Capital currently does not need to nor does it intend to partner (or “club”) with any other equity financing sources or co-investors with respect to this transaction. Financing for the proposed transaction (including all fees and expenses) would be fully committed by Sun Capital and affiliated funds at the date definitive transaction documentation is executed by the Company.

Due Diligence. Upon execution of a confidentiality agreement, Sun Capital’s confirmatory due diligence would need to be completed to Sun Capital’s satisfaction. Such due diligence would include meetings with management and outside auditors, and a review of the Company’s books, records and legal documents by Sun Capital and its professional advisory team. Such confirmatory due diligence would be completed in a maximum period of 30 days and definitive documentation would be completed in tandem with that time frame.

Management. It is Sun Capital’s current preference and intention to retain incumbent senior and middle management who desire to remain with the Company and join our team. It is our intention to offer appropriate cash and/or equity incentive compensation, and to provide appropriate retention programs and welfare benefits.

Execution Speed. Sun Capital and its professional advisors are prepared to commence due diligence immediately following execution with the Company of a confidentiality agreement. Immediately thereafter, Sun Capital would begin good faith discussions and

negotiations with the Company and the Board and definitive transaction documentation would be prepared and finalized contemporaneously.

No Regulatory Delays. As a U.S.-based private equity firm with no foreign control persons, we do not anticipate any delays in obtaining requisite regulatory approvals for the proposed transaction, including HSR, FCC and state commission licenses. Sun Capital will work collaboratively with the Company to obtain such approvals, including making all necessary filings immediately following the signing of a definitive transaction agreement. Subject to other customary closing conditions, we would anticipate closing a transaction as promptly as possible.

Selected Transactions

Sun Capital has substantial experience acquiring and operating publicly-traded companies. As such, we have an in-depth knowledge of the unique public-to-private transaction process. Please see Appendix A hereto for a select list of publicly-traded companies in which we have acquired a majority position or have privatized.

Sun Capital is uniquely positioned to execute transactions within a 30-day time frame due to our dedicated staff of approximately 100 people with significant transaction experience and a decisive approach to business. Sun Capital has a demonstrated track record of closing transactions in an expeditious manner. Appendix B hereto contains a sample of transactions Sun Capital completed from 2002 through 2006, each of which closed in approximately 30 days.

We welcome the opportunity to meet with your Board and your professional advisory team as promptly as practicable. We believe that we can amply demonstrate to you the seriousness of our commitment to execute the transaction outlined in this proposal and our ability to deliver to your stockholders maximum superior value — $9.00, subject only to our reasonable confirmatory due diligence investigation of the Company.

I look forward to speaking with you promptly. In the meantime, if you have any questions please do not hesitate to contact me directly at 561-962-3408.

Sincerely,
Sun Capital Securities Group, LLC


/s/ Michael H. Kalb
By: Michael Kalb
Managing Director

cc: Clifford E. Neimeth, Esq.

APPENDIX A

Below is a select list of publicly-traded companies in which Sun Capital has acquired a majority position or has privatized:

· Marsh Supermarkets (take private transaction effective September 27th, 2006), a leading multi-format food retailer in Indianapolis and the surrounding markets. Marsh operates 117 supermarkets under the Marsh Supermarkets (68 stores), LoBill Foods (38), O’Malia Food Markets (8) and Arthur’s Fresh Market (2) banners.

· Shopko Stores, Inc. (taken private in December 2005), a leading retailer of general merchandise and retail health services through a chain of 356 company operated stores throughout the Midwest, Mountain, and Pacific Northwest regions of the United States

· SANZ Holding, Inc. (ticker symbol: SANZ), a provider of turnkey data storage and management solutions in the commercial and U.S. government markets

· Northland Cranberries, Inc., a leading vertically integrated grower, handler, processor and marketer of cranberries, juices and value added cranberry products

· Loud Technologies, Inc. (f/k/a Mackie Designs, Inc.) (ticker symbol: LTLG), a leading manufacturer and marketer of high-quality professional audio equipment

· Catalina Lighting, Inc. (ticker symbol: CALA), a leading designer, manufacturer and distributor of residential and office lighting products

· Rag Shops (taken private in 2004), a specialty retailer of crafts, fabric, season, floral and framing products used for creative activities including crafting, sewing and home decoration

· Labtec (acquired controlling interest in 2001), a developer of accessories for computing, communications, and entertainment products primarily related to audio products

· Celebrity (acquired controlling interest in 2002), a supplier of artificial flowers, foliage, ficus trees and other decorative accessories to mass merchandisers, craft store chains and wholesale florists

APPENDIX B

The following is a select list of transactions Sun Capital completed from 2002 through 2006, each of which closed in approximately 30 days from inception.

Transaction

Industry

LOI Executed

Closing

Lillian Vernon

Direct Mail Catalog and Online Retail

May 1, 2006

May 26, 2006

CDI (Drug Fair)

Regional Drug Store Chain

November 11, 2005

December 1, 2005

Thermasys

Manufacturer of Thermal Transfer Products

January 7, 2005

February 11, 2005

Mervyn’s

Department Store Retailer

July 29, 2004

September 2, 2004

Tompkins

Consulting and Integration Services

May 24, 2003

June 27, 2003

Dura-Line

Supplier of Pipe Products

June 4, 2003

June 25, 2003

Lexington Home Brands

Furniture Manufacturer

March 8, 2002

April 12, 2002

ACT Electronics

Electronics Manufacturer

June 10, 2002

July 12, 2002

Wickes Furniture

Furniture Retailer

July 19, 2002

August 9, 2002