-----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, NLt2sUp33Wehj+YlIdJVuj3or5tdugy1LHeWv5J5khNvBn9wDqGg6aqbKESGU+1I y96gbdoC+Yc4bI6fwex/7w== 0001051512-01-000001.txt : 20010123 0001051512-01-000001.hdr.sgml : 20010123 ACCESSION NUMBER: 0001051512-01-000001 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010116 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ILLUMINET HOLDINGS INC CENTRAL INDEX KEY: 0001002119 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 364042177 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-58401 FILM NUMBER: 1508602 BUSINESS ADDRESS: STREET 1: P O BOX 8 STREET 2: 4501 INTECCO LOOP CITY: LACEY STATE: WA ZIP: 98507 BUSINESS PHONE: 3604936000 FORMER COMPANY: FORMER CONFORMED NAME: USTN HOLDINGS INC DATE OF NAME CHANGE: 19951012 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TELEPHONE & DATA SYSTEMS INC /DE/ CENTRAL INDEX KEY: 0001051512 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 362669023 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 30 NORTH LASALLE STREET STREET 2: 8401 GREENWAY BLVD CITY: CHICAGO STATE: IL ZIP: 60602 BUSINESS PHONE: 3126301900 MAIL ADDRESS: STREET 1: 30 NORTH LASALLE STREET STREET 2: 8401 GREENWAY BLVD CITY: CHICAGO STATE: IL ZIP: 60602 SC 13G/A 1 0001.txt AMENDMENT NO. 1 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 (d) and Amendments thereto filed pursuant to Rule 13d-2 (b) Under the Securities Exchange Act of 1934 (Amendment No. 1)* Illuminet Holdings, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common stock, par value $.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 452334105 ------------------------------------------------------------------------------- (CUSIP Number) December 31, 2000 ------------------------------------------------------------------------------- (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) |_| Rule 13d-1(c) |X| Rule 13d-1(d) * The remainder of this cover page shall be filed 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). Issuer: Illuminet Holdings, Inc. CUSIP No. 452334105 13G Page 2 of 7 Pages ------------------ ---- ---- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Trustees of the TDS Voting Trust under Agreement dated June 30, 1989 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF Not Applicable SHARES BENEFICIALLY 6 SHARED VOTING POWER - OWNED BY 2,541,756 shares of common EACH stock (1). REPORTING PERSON 7 SOLE DISPOSITIVE POWER WITH Not Applicable 8 SHARED DISPOSITIVE POWER Same as 6 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Same as 6 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* Not Applicable 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) - Reporting person beneficially owns approximately 7.9% of the Issuer's outstanding common stock and Issuer's voting power. 12 TYPE OF REPORTING PERSON* OO - -------- --------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - -------- (1) This amount includes options for 51,744 shares of common stock owned by Gregory J. Wilkinson, a Director and Vice-Chairman of Illuminet Holdings, Inc. and Vice-President and Corporate Secretary of Telephone and Data Systems, Inc. ("TDS") and the Vice President and Secretary of TDSI Corporation, a wholly-owned subsidiary of TDS. Mr. Wilkinson has agreed to assign the shares to TDSI Corporation upon the exercise of such options. Issuer: Illuminet Holdings, Inc. CUSIP No. 452334105 13G Page 3 of 7 Pages ------------------ ---- ---- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Telephone and Data Systems, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF Not Applicable SHARES BENEFICIALLY 6 SHARED VOTING POWER - OWNED BY 2,541,756 shares of common EACH stock (1). REPORTING PERSON 7 SOLE DISPOSITIVE POWER WITH Not Applicable 8 SHARED DISPOSITIVE POWER Same as 6 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Same as 6 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* Not Applicable 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) -Reporting person beneficially owns approximately 7.9% of the Issuer's outstanding common stock and Issuer's voting power. 12 TYPE OF REPORTING PERSON* CO - -------- --------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - -------- (1) This amount includes options for 51,744 shares of common stock owned by Gregory J. Wilkinson, a Director and Vice-Chairman of Illuminet Holdings, Inc. and Vice-President and Corporate Secretary of Telephone and Data Systems, Inc. ("TDS") and the Vice President and Secretary of TDSI Corporation, a wholly-owned subsidiary of TDS. Mr. Wilkinson has agreed to assign the shares to TDSI Corporation upon the exercise of such options. Issuer: Illuminet Holdings, Inc. CUSIP No. 452334105 13G Page 4 of 7 Pages ------------------ ---- ---- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON TDSI Corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF Not Applicable SHARES BENEFICIALLY 6 SHARED VOTING POWER - OWNED BY 2,541,756 shares of common EACH stock (1). REPORTING PERSON 7 SOLE DISPOSITIVE POWER WITH Not Applicable 8 SHARED DISPOSITIVE POWER Same as 6 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Same as 6 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* Not Applicable 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) -Reporting person beneficially owns approximately 7.9% of the Issuer's outstanding common stock and Issuer's voting power. 12 TYPE OF REPORTING PERSON* CO - -------- --------------------------- - -------- (1) This amount includes options for 51,744 shares of common stock owned by Gregory J. Wilkinson, a Director and Vice-Chairman of Illuminet Holdings, Inc. and Vice-President and Corporate Secretary of Telephone and Data Systems, Inc. ("TDS") and the Vice President and Secretary of TDSI Corporation, a wholly-owned subsidiary of TDS. Mr. Wilkinson has agreed to assign the shares to TDSI Corporation upon the exercise of such options. Schedule 13G Issuer: Illuminet Holdings, Inc. Page 5 of 7 Item 1. (a) Name of Issuer: -------------- Illuminet Holdings, Inc. (b) Address of Issuers's Principal Executive Offices: ------------------------------------------------ 4501 Intelco Loop, S.E. PO Box 2909 Lacey, Washington 98503 Item 2. (a) Name of Person Filing: ---------------------- The Trustees of the Voting Trust under Agreement dated June 30, 1989 ("The Voting Trust")(1),Telephone and Data Systems, Inc. ("TDS"), and TDSI Corporation, a wholly owned subsidiary of TDS ("TDSI") are filing this Schedule 13G concerning their direct and indirect beneficial ownership of the common stock of the Issuer. (b) Address of Principal Business Office or, if None, Residence: ----------------------------------------------------- c/o Telephone and Data Systems, Inc. 30 North LaSalle Street Suite 4000 Chicago, Illinois 60602 (c) Citizenship: ------------ See cover page, Item 4. (d) Title of Class of Securities: ----------------------------- common stock, $0.01 par value (e) CUSIP Number: ------------- 452334105 Item 3. (a)-(j) Not Applicable Item 4. Ownership --------- (a) Amount Beneficially Owned as of December 31, 2000: The Voting Trust. ---------------- The Trustees of the Voting Trust pursuant to Agreement dated June 30, 1989, as amended, are LeRoy T. Carlson, Jr., Walter C. D. Carlson, Letitia G. C. Carlson and Donald C. Nebergall. The Voting Trust is the direct beneficial owner of TDS Series A Common Shares. TDS. --- The Voting Trust holds and the trustees vote 6,367,111 Series A Common Shares of TDS, representing approximately 51% of the outstanding voting power of all shares of capital stock of TDS Series A Common Shares and TDS Common Shares. By reason of such ownership, The Voting Trust controls the election of a majority of the directors of TDS and a majority of the voting power on all other matters subject to a vote of the shareholders of TDS. TDS shares voting power with respect to 2,541,756 shares of Common Stock of the Issuer. - -------- (1)The Trustees of the Voting Trust pursuant to Agreement dated June 30, 1989, as amended (hereby incorporated by reference to Exhibit 9.1 in the Annual Report on Form 10-K for the year ended December 31, 1999 of Telephone and Data Systems, Inc.): LeRoy T. Carlson, Jr., Walter C. D. Carlson, Letitia G. C. Carlson and Donald C. Nebergall. Schedule 13G Issuer: Illuminet Holdings, Inc. Page 6 of 7 (b) Percent of Class: ----------------- 7.9% (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: 2,541,756 shares (iii) Sole power to dispose or to direct the disposition of: Not Applicable (iv) Shared power to dispose or to direct the disposition of: 2,541,756 shares 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. -------------------------------------------------------------- Not Applicable Item 8. Identification and Classification of Members of the Group. ---------------------------------------------------------- (i) Identification: The Trustees of the Voting Trust pursuant to Agreement dated June 30, 1989, as amended, Telephone and Data Systems, Inc. and TDSI Corporation (ii) Classification: None of the members of the group is a person identified under Item 3 of Schedule 13G. This statement is being filed pursuant to Rule 13d-1(c). Item 9. Notice of Dissolution of Group. ------------------------------- Not Applicable Item 10. Certification. -------------- Not Applicable Schedule 13G Issuer: Illuminet Holdings, Inc. Page 7 of 7 JOINT FILING AGREEMENT The undersigned hereby agree and consent, pursuant to Rule 13d-1(f)(1), to the joint filing of all Schedules 13D and/or Schedules 13G (including any amendments thereto) on behalf of such parties with respect to the Issuer. SIGNATURES 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 16, 2001 TRUSTEES OF THE VOTING TRUST UNDER AGREEMENT DATED JUNE 30, 1989 /s/ Walter C. D. Carlson* -------------------------------------------- Walter C. D. Carlson /s/ Letitia G. C. Carlson* -------------------------------------------- Letitia G. C. Carlson /s/ Donald C. Nebergall* -------------------------------------------- Donald C. Nebergall *By: /s/ LeRoy T. Carlson, Jr. ----------------------------------- LeRoy T. Carlson, Jr. Trustee and as Attorney-in-Fact for above Trustees* *Pursuant to Joint Filing Agreement and Power of Attorney which has been separately filed with the Securities and Exchange Commission and is incorporated by reference herein. TELEPHONE AND DATA SYSTEMS, INC. By: /s/ LeRoy T. Carlson, Jr. -------------------------- LeRoy T. Carlson, Jr. President TDSI CORPORATION By: /s/ LeRoy T. Carlson, Jr. -------------------------- LeRoy T. Carlson, Jr. President Signature Page to Schedule 13G relating to the indirect beneficial ownership of Illuminet Holdings, Inc. by TDSI Corporation -----END PRIVACY-ENHANCED MESSAGE-----