-----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, PmbJUwMogQg7Y2Mf61SvS0gPO/5o3RARzq1AbmzYm7w+W8RCjacMdTUxjAoWtidz 61o0M/HtuXFVfektOwUg9g== 0001013594-08-000080.txt : 20080214 0001013594-08-000080.hdr.sgml : 20080214 20080214121745 ACCESSION NUMBER: 0001013594-08-000080 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TNS INC CENTRAL INDEX KEY: 0001268671 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 364430020 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79770 FILM NUMBER: 08611156 BUSINESS ADDRESS: STREET 1: 11480 COMMERCE PARK DR. STREET 2: SUITE 600 CITY: RESTON STATE: VA ZIP: 20191-1406 BUSINESS PHONE: 7034538300 MAIL ADDRESS: STREET 1: 11480 COMMERCE PARK DR. STREET 2: SUITE 600 CITY: RESTON STATE: VA ZIP: 20191-1406 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ELLIOTT ASSOCIATES, L.P. CENTRAL INDEX KEY: 0000904495 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 222140975 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125062999 MAIL ADDRESS: STREET 1: 712 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: ELLIOTT ASSOCIATES LP DATE OF NAME CHANGE: 19930513 SC 13G/A 1 tns13ga-021408.htm FEBRUARY 14, 2008

 


SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

(RULE 13d - 102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)

(Amendment No.2)*

TNS, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

872960109

(CUSIP Number)

December 31, 2007

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o       Rule 13d-1(b)

x       Rule 13d-1(c)

o       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 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).

 

 


1.

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Elliott Associates, L.P.

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

x

(b)

o

3.

SEC USE ONLY

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

 

5.

SOLE VOTING POWER

0

6.

SHARED VOTING POWER

0

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

0

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

 

EXCLUDES CERTAIN SHARES*  

o

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.0%

12.

TYPE OF REPORTING PERSON*

PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 


1.

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Elliott International, L.P.

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

x

(b)

o

3.

SEC USE ONLY

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands, British West Indies

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

 

5.

SOLE VOTING POWER

0

6.

SHARED VOTING POWER

0

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

0

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

 

EXCLUDES CERTAIN SHARES*  

o

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.0%

12.

TYPE OF REPORTING PERSON*

PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 


1.

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Elliott International Capital Advisors Inc.

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

x

(b)

o

3.

SEC USE ONLY

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

 

5.

SOLE VOTING POWER

0

6.

SHARED VOTING POWER

0

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

0

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

 

EXCLUDES CERTAIN SHARES*  

o

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.0%

12.

TYPE OF REPORTING PERSON*

CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 


This statement is filed with respect to the shares of common stock (the “Common Stock”) of TNS, Inc. (the “Issuer”) beneficially owned by Elliott Associates, L.P. (“Elliott Associates”), Elliott International, L.P. (“Elliott International”) and Elliott International Capital Advisors Inc. (“International Advisors” and collectively, the “Reporting Persons”) as of December 31, 2007 and amends and supplements the Schedule 13G originally filed on June 26, 2006, as previously amended (collectively, the “Schedule 13G”). Except as set forth herein, the Schedule 13G is unmodified.

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:

None of the Reporting Persons owns any shares of Common Stock.

 

(b)

Percent of class:

Not applicable.

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote

Not applicable.

 

(ii)

Shared power to vote or to direct the vote

Not applicable.

 

(iii)

Sole power to dispose or to direct the disposition of

Not applicable.

 

(iv)

Shared power to dispose or to direct the disposition of

Not applicable.

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 Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.

 


Item 10.

Certification.

By signing below the undersigned certifies that, to the best of its 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.

 


SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

 

Dated:  

February 13, 2008

 

ELLIOTT ASSOCIATES, L.P.

By:        Elliott Capital Advisors, L.P., as General Partner

By:        Braxton Associates, Inc., as General Partner

 

By:   /s/  Elliot Greenberg

 

Elliot Greenberg,

Vice President

 

 

 

ELLIOTT INTERNATIONAL, L.P.

By:    Elliott Intrnational Capital Advisors Inc.,

as Attorney-in-Fact

 

By:   /s/  Elliot Greenberg

 

Elliot Greenberg,

Vice President

 

 

 

ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC.

 

By:   /s/  Elliot Greenberg

 

Elliot Greenberg,

Vice President

 

 

 

 

 

 

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