U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
(Mark One)
/X/ Annual report pursuant to Section 13 or 15(d) of the Securities and
Exchange Act of 1934
For the fiscal year ended December 31, 1996
or
/ / Transition report under Section 13 or 15(d) of the Securities and
Exchange Act of 1934 For the transition period from _____ to ______.
COMMISSION FILE NUMBER: 33-97876
USTN HOLDINGS, INC.
(Exact name of small business issuer as specified in its charter)
Delaware 36-4042177
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
4501 Intelco Loop, Lacey, Washington 98503
(Address of principal executive office) (Zip code)
(360) 493-6000
(Issuer's telephone number, including area code)
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act: None
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for past 90 days. Yes _X_ No ___
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Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]
State issuer's revenues for its most recent fiscal year. $37,887,878
Indicate the number of shares of each of the registrant's classes of common
stock, as of the latest practicable date.
Voting stock held by non-affiliates has no currently quoted market value. No
voting stock held by non-affiliates has been sold or been the subject of bid or
ask prices in the past 60 days.
At December 31, 1996, 5,262,354 shares of common stock, $0.01 per share par
value.
Transitional Small Business Disclosure Format (check one): Yes __No X
ITEM 10: EXECUTIVE COMPENSATION
The following table sets forth for each of the last three completed fiscal
years the compensation received by USTN Holdings, Inc.'s Chief Executive Officer
and four other most highly compensated executive officers based on salary and
bonus for the last completed fiscal year.
Summary Compensation Table
Long-Term Compensation
-----------------------
Annual Compensation Awards Payouts
-------------------- ------ -------
Name and Principal All Other
Position Year Salary ($) Bonus($) LTIP($) Compensation ($)
- ------------------ ---- ---------- -------- ------- ----------------
Roger H. Moore, 1996(1) 225,000 118,750(3) --(4) 5,600(6)
President and Chief
Executive Officer
Daniel E. Weiss, 1996 110,863 22,643 15,095(5) 14,430(7)
President 1995 106,074 14,500 -- 9,220(8)
1994 102,341 11,573 -- 9,540(9)
Raymond E. 1996(2) 122,062 22,469 14,979(5) 20,287(10)
Donnelly, Vice
President
Bruce E. Johnson 1996(2) 105,676 19,936 13,290(5) 16,893(11)
Vice President
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David Nicol, Vice 1996(2) 103,292 20,642 13,761(5) 16,344(12)
President
- ------------------------
(1) Mr. Moore was hired effective January 1, 1996.
(2) Messrs. Donnelly, Johnson and Nicol were deemed hired effective February
23, 1996, the effective date of the Merger. As such, the reported amounts
only include payments made by ILLUMINET subsequent to such date.
(3) Includes $100,000 in 1996 short-term cash incentive awards and $18,750 in
hiring bonus.
(4) A long-term incentive award for the year 1996 has not yet been determined.
(5) Long-term cash incentive awards for the year 1996 that will be due and
payable on December 31, 1998 if executive is still employed by ILLUMINET,
or has not been terminated for cause through December 31, 1998.
(6) Includes $5,600 in ILLUMINET 401(k) matching contributions. Mr. Moore was
not eligible for an ILLUMINET qualified retirement trust profit sharing
plan contribution in 1996 as he had not met the length of service
requirement.
(7) Includes $4,479 in ILLUMINET 401(k) matching contributions and $9,951 in
ILLUMINET qualified retirement trust profit sharing plan contributions.
(8) Includes $3,182 in U.S. Intelco 401(k) matching contributions and $6,038
in U.S. Intelco qualified retirement trust profit sharing contributions.
(9) Includes $3,067 in U.S. Intelco 401(k) matching contributions and $6,473
in U.S. Intelco qualified retirement trust profit sharing contributions.
(10)Includes $5,841 in ILLUMINET 401(k) matching contributions and $14,446
in ILLUMINET qualified retirement trust profit sharing plan contributions.
(11)Includes $5,057 in ILLUMINET 401(k) matching contributions and $11,836
in ILLUMINET qualified retirement trust profit sharing plan contributions.
(12)Includes $4,925 in ILLUMINET 401(k) matching contributions and $11,419 in
ILLUMINET qualified retirement trust profit sharing plan contributions.
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EXHIBIT 99
USTN HOLDINGS, INC.
ANNUAL MEETING PROXY MATERIALS
April 7, 1997
Dear Shareholder:
It is a pleasure to report a successful 1996 for Illuminet and to provide
information regarding our upcoming annual shareholder meeting. Enclosed is
an invitation to attend the annual meeting from Richard A. Lumpkin,
Chairman of the Board, the proxy statement containing details of the
meeting, ballots to vote on two proposals, and our annual report for the year
ending December 31, 1996.
The year began with the merger in February, 1996 of Independent
Telecommunications Network, Inc. and U.S. Intelco Holdings, Inc. and its two
subsidiaries, U.S. Intelco Networks, Inc. and U.S. Intelco Wireless, Inc. into
USTN Holdings. The merger enabled the new company to deliver a comprehensive
line of intelligent network and clearinghouse services designed to satisfy
customer requirements in local, interexchange and wireless markets. With a
unified focus and emphasis on the customer, the company has delivered
significant operating results and provided a solid foundation for business
expansion as evidenced by:
1) Earning $2,952,982 net profit on revenues of $37,887,878.
2) More than 100% growth in message volumes in combined wireless and
wireline network services.
3) Connecting a major PCS provider to our network, establishing an
opportunity for future services in this rapidly emerging market.
4) Gaining commitments from two RBOCs for SS7 usage measurement
installations, positioning those products for future growth.
5) Signing Calling Name Data Base access agreements with several RBOCs and
major independents and offering Calling Name Delivery services on an
interLATA basis.
6) Demonstrating our focus on the partnership with our customers' services
across our intelligent network platform such as a #800 toll free
service for wireless subscribers and a roaming fraud prevention
service.
The challenge now is to grow Illuminet at a faster pace. This means developing
new services which have a solid chance for success. These development
investments will require increasing amounts of financial resources, which, in
part means reinvestment of all profits to support the growth of the company. For
this reason, the Company is not paying a dividend. This investment is
anticipated to enhance shareholder value longer term.
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The accomplishments of 1996 show Illuminet is focused and ready to step
forward as an important resource in the dynamic telecommunications market.
Credit for this progress goes to our employees who worked diligently through the
merger to maintain high standards of service to our customers as well as to
deploy new products. Special recognition goes to our Board of Directors who had
the vision to create a stronger company and to our shareholders who saw value in
the vision presented by the merger and continue to support the Company's growth.
I also extend the gratitude of Illuminet employees to Richard Ares, Michael
Coltrane, William Lee Dillard, Samuel Leftwich, Robert Rierson and Dean Swanson.
These Directors resigned from their positions as part of the Board restructuring
which followed the merger. We appreciate their vision, dedication and
inspiration.
1997 will be an exciting year and I look forward to leading Illuminet in
meeting our objectives to grow and increase the value of our company.
Sincerely,
/s/ Roger H. Moore
Roger H. Moore
President & CEO
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USTN HOLDINGS, INC.
- -------------------------------------------------------------------------------
4501 Intelco Loop
April 7, 1997 P.O. BOX 2909
Olympia, WA 98507
(360) 493-6000
Dear Shareholder:
You are cordially invited to attend the second Annual Meeting of Shareholders of
USTN Holdings, Inc. (the "Company") that will be held on Wednesday, April 30,
1997 at 8:00 a.m. local time, at the Buena Vista Palace Resort located in Lake
Buena Vista, Florida.
Enclosed are a Notice of the Annual Meeting, a Proxy Card, and a Proxy Statement
containing information about the matters to be acted upon at the meeting.
Directors and officers of the Company will be present at the Annual Meeting to
respond to any questions our shareholders may have.
Shareholders will be asked to elect directors as set forth in the enclosed Proxy
Statement. In addition, shareholders will be asked to approve an amendment to
the Company's Certificate of Incorporation to change the company's name to
Illuminet Holdings, Inc. Illuminet, Inc. is an active wholly-owned subsidiary of
USTN Holdings, Inc. Illuminet, Inc. has significantly promoted its name
recognition in the marketplace and wishes to further enhance name recognition
and align more closely the two entities. The Board of Directors recommends a
vote "FOR" the nominees for director, and "FOR" the amendment of the Certificate
of Incorporation to change the name of the company.
The current Board of Directors is being reduced to a total of nine members
effective with this Annual Meeting. David C. Southwick has reached the mandatory
retirement age per the Company's by-laws and the respective Board seat will not
be filled. On behalf of the shareholders, Board members, officers and employees,
I express our appreciation and gratitude for the vision, dedication and
inspiration Mr. Southwick has provided over his many years of service.
It is important that your shares be represented at the Annual Meeting.
Accordingly, even if you are planning to attend the Annual Meeting, we urge you
to mark, sign and date the enclosed Proxy Card and promptly return it by FAX to
Daniel E. Weiss, Secretary at (360) 923-3440, and thereafter mail the executed,
original Proxy Card in the enclosed, self-addressed, postage-paid envelope to:
USTN Holdings, Inc., P.O. Box 2909, Olympia, WA 98507. If you attend the Annual
Meeting, you may vote in person even if you have previously returned your Proxy
Card, in which event the signed proxy will be revoked.
If you have any questions prior to the Annual Meeting, please call Shareholder
Relations at (360) 493-6226. We look forward to visiting with you at the Annual
Meeting.
Sincerely,
/s/ Richard A. Lumpkin
Richard A. Lumpkin
Chairman of the Board
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USTN HOLDINGS, INC.
P.O. Box 2909
Olympia, WA 98507
NOTICE OF 1997 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
WEDNESDAY, APRIL 30, 1997
TO THE SHAREHOLDERS:
NOTICE IS HEREBY GIVEN THAT the 1997 Annual Meeting of Shareholders of USTN
Holdings, Inc., a Delaware corporation ( the "Company" or "USTN"), will be held
at 8:00 a.m., local time, on Wednesday, April 30, 1997 (the "Annual Meeting"),
at the Buena Vista Palace Resort located in Lake Buena Vista, Florida for the
following purposes:
1. To amend the Company's Certificate of Incorporation to change the
Company's name to Illuminet Holdings, Inc.;
2. To elect two (2) Directors; and
3. To transact such other business as may properly come before the Annual
Meeting or at any adjournment or postponement thereof.
Information concerning the matters to be acted upon at the Annual Meeting is set
forth in the accompanying Proxy Statement. The Board of Directors has fixed
February 28, 1997 as the record date for determining shareholders entitled to
receive notice of and vote at the Annual Meeting or at any adjournment or
postponement thereof. Only shareholders of record at the close of business on
that date will be entitled to notice of and to vote at the Annual Meeting. A
complete list of shareholders entitled to vote at the Annual Meeting, arranged
in alphabetical order and by voting group, showing the address of and number of
shares held by each shareholder, will be kept open at the Buena Vista Palace
Resort, Lake Buena Vista, Florida for examination by any shareholder beginning
at least ten business days prior to the Annual Meeting.
ALL SHAREHOLDERS ARE INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. EVEN IF YOU
EXPECT TO BE PRESENT AT THE ANNUAL MEETING, YOU ARE REQUESTED TO MARK, SIGN,
DATE AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE BY FAX TO DANIEL
E. WEISS, SECRETARY AT (360) 923-3440. THEREAFTER, MAIL THE EXECUTED, ORIGINAL
PROXY CARD IN THE ENCLOSED, SELF-ADDRESSED, POSTAGE-PAID ENVELOPE TO: USTN
HOLDINGS, INC., P.O. BOX 2909, OLYMPIA, WA 98507 TO ENSURE YOUR REPRESENTATION.
SHAREHOLDERS ATTENDING THE ANNUAL MEETING MAY VOTE IN PERSON EVEN IF THEY HAVE
PREVIOUSLY SENT IN A PROXY CARD.
By Order of the Board of Directors
/s/ Daniel E. Weiss
Daniel E. Weiss
Secretary/Treasurer
Lacey, Washington
April 7, 1997
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USTN HOLDINGS, INC.
PROXY STATEMENT
For The Second Annual Meeting of Shareholders
April 30, 1997
This Proxy Statement is being furnished in connection with the solicitation of
proxies by the Board of Directors of USTN Holdings, Inc., a Delaware corporation
(the "Company"), for use at the Annual Meeting of Shareholders of the Company
(the "Annual Meeting") scheduled to be held Wednesday, April 30, 1997 at 8:00
a.m. local time, at the Buena Vista Palace Resort located in Lake Buena Vista,
Florida and at any adjournment or postponement thereof. This proxy statement and
the enclosed proxy card were first sent to the shareholders of the Company on
April 7, 1997.
At the Annual Meeting, shareholders of the Company will be asked to elect two
persons to the Board of Directors of the Company. Shareholders will also be
asked to amend the Company's Certificate of Incorporation to change the name of
the Company to Illuminet Holdings, Inc.
All Shares represented by proxies, if the proxy card is properly executed and
returned, will be voted in accordance with the specifications so made.
ABSENT SUCH SPECIFICATION BY A SHAREHOLDER, EACH SIGNED AND RETURNED PROXY
CARD WILL BE VOTED "FOR" THE NOMINEES AND AMENDMENT TO THE CERTIFICATE OF
INCORPORATION.
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before it is voted. Proxies may be revoked by (i) filing
with the Company, at or before the taking of the vote at the Annual Meeting, a
written notice of revocation bearing a later date than the proxy, (ii) duly
executing a subsequent proxy relating to the same shares and delivering it to
the Company before the Annual Meeting, or (iii) attending the Annual Meeting and
voting in person (although attendance at the Annual Meeting will not in and of
itself constitute a revocation of a proxy). Any written notice of revocation or
subsequent proxy should be sent so as to be delivered, at or before the taking
of the vote at the Annual Meeting, to the Company's principal executive officer,
addressed as follows: Attention: Roger H. Moore, President, Annual Meeting, USTN
Holdings, Inc., P.O. Box 2909, Olympia, WA 98507.
All expenses of this solicitation, including the cost of preparing and mailing
this proxy statement, will be borne by the Company. In addition to solicitation
by use of the mails, proxies may be solicited by directors, officers and
employees of the Company in person or by telephone, telegram or other means of
communication. Such directors, officers and employees will not be additionally
compensated, but may be reimbursed for out-of-pocket expenses in connection with
such solicitation.
On February 28, 1997, the record date for the determination of shareholders
entitled to notice of and to vote at the Annual Meeting the Company's shares
outstanding were as follows:
Shares Outstanding
at February 28, 1997
--------------------
Common Stock 5,242,287
Series A Preferred Sto 2,637
Total Shares Outstandi 5,244,924
=========
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Shareholders of record are entitled to one (1) vote for each share of Common
Stock, and one hundred (100) votes per share of Series A Preferred Stock upon
all matters presented at the Annual Meeting including the election of directors.
USTN HOLDINGS, INC.
SECOND ANNUAL MEETING OF SHAREHOLDERS
APRIL 30, 1997
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMEND THAT THE SHAREHOLDERS VOTE THEIR
SHARES IN FAVOR OF THE AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF THE
COMPANY AND IN FAVOR OF THE NOMINEES FOR DIRECTORS.
MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING
At the Annual Meeting, Shareholders will consider and vote upon the following
proposals:
PROPOSAL 1
AMENDMENT TO CERTIFICATE OF INCORPORATION: COMPANY NAME CHANGE
USTN Holdings, Inc. is the parent of Illuminet, Inc., its only active
wholly-owned subsidiary. In the past year, Illuminet, Inc. significantly
and successfully promoted its name recognition in the marketplace. To
further enhance that name recognition and align more closely the two
entities, the Board recommends approving an amendment to the Company's
Certificate of Incorporation to change the name of the Company to Illuminet
Holdings, Inc.
The Board of Directors recommends a vote "FOR" proposal 1.
PROPOSAL 2
ELECTION OF DIRECTORS
The Board of Directors of the Company recommends that the shareholders
elect the following nominees for directors. If any of the nominees for
directors should become unavailable for election, it is intended that the
shares represented by the proxy be voted for such substitute nominee or
nominees as may be nominated by the Board of Directors:
Three Year Term Expiring 2000:
Kenneth L. Lein
G.I. (Larry) Ross
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The Board of Directors of the Company recommends that the shareholders vote
their shares in favor of the nominees for directors.
Officers and Directors
Set forth below is certain information regarding all of the current and
nominated directors and the executive officers of the Company.
The directors and executive officers of the Company are as follows:
Name Age(as of 3/31/97) Position
------- ------------------ ---------
Richard A. Lumpkin 62 Chairman of the Board and
Director
Gregory J. Wilkinson 46 Vice Chairman of the Board and
Director
Theodore D. Berns 47 Director
Eugene L. Cole 61 Director
Aubrey E. Judy 59 Director
Kenneth L. Lein 64 Director
James S. Quarfortth 42 Director
G. I. Ross 63 Director
David C. Southwick 66 Director
James W. Strand 50 Director
Roger H. Moore 55 President and Chief Executive
Officer
Raymond E. Donnelly 63 Vice President - Marketing and
Sales
Bruce E. Johnson 48 Vice President - Operations
and Engineering
David J. Nicol 51 Vice President - Product
Management and Development
Daniel E. Weiss 49 Vice President - Finance,
Secretary and Treasurer
Election of Directors of the Company
The Board of Directors of the Company presently consists of ten persons. The
Board is being reduced in size to nine persons at the second Annual Meeting of
the Company. The term of David C. Southwick will expire in accordance with the
Company's mandatory retirement age by-law. The Board expresses its appreciation
and gratitude for the years of dedication, vision and inspiration Mr. Southwick
has provided as a Director. Proxies may not be voted for more than two (2)
persons in the election of directors at the Annual Meeting.
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Committees of the Board
The Executive Committee oversees Board governance. The Nominating Committee
selects nominees for election as directors and recommends directors to serve as
Chairman, and Vice Chairman of the Board. The Personnel Committee establishes
policies for compensation and the reimbursement of expenses to Board members for
service on the Board and its committees and also establishes policies regarding
the compensation and benefit plans for executive officers and other key
employees. The Audit/Finance Committee appoints and communicates with the
independent auditors of the Company, reviews the Company's accounting practices,
internal accounting controls and financial results and reviews and recommends
major financial decisions of the Company.
Compensation of the Board
Each director receives a retainer of $300 per month and the Chairman of the
Board receives a retainer of $500 per month. Each director receives a fee of
$300 per Board and committee meeting attended in person, not to exceed $600 per
day. All directors are reimbursed for out-of-pocket expenses incurred in
connection with attendance at meetings of the Board of Directors and meetings of
committees of the Board of Directors.
Business Experience and Directorships
Mr. Lumpkin has been a director of USTN Holdings, Inc. since February,
1996 and currently serves as Chairman of the Board and Chairman of the Executive
Committee. Prior to that, Mr. Lumpkin served as a director of Independent
Telecommunications Network, Inc. ("ITN") from January 1989 to February 1996 and
Chairman of the Board from February 1989 to February 1996. Since 1957, Mr.
Lumpkin has been employed by Consolidated Communications Inc. ("CCI") and its
affiliates. He is currently serving as a director, Chairman of the Board and
Chief Executive Officer of CCI and as a director, Chairman of the Board and
Chief Executive Officer of CCI's ten affiliates. Mr. Lumpkin is currently a
director of First Mid-Illinois Bancshares and First Mid-Illinois Bank and Trust
in Mattoon, Illinois, and CIPSCO, Inc. and Central Illinois Public Service Co.,
Springfield, Illinois. Since 1975, Mr. Lumpkin has been affiliated with United
States Telephone Association ("USTA"). He is a past President of that
organization and is currently serving as Assistant Treasurer. Mr. Lumpkin is
also a past President of the Illinois Telephone Association.
Mr. Wilkinson has been a Director of USTN Holdings, Inc. since August 1995
and currently serves as Vice Chairman of the Board and Chairman of the
Audit/Finance Committee. Prior to that, Mr. Wilkinson served as a director of
U.S. Intelco Holdings, Inc. ("U.S. Intelco") from June 1994 to February 1996. He
was a Director of Intelco Networks from February 1986 to June 1994. He served as
Treasurer of U.S. Intelco from August 1994 to February 1996 and was Treasurer of
Intelco Networks from January 1987 to June 1994. Mr. Wilkinson has been
associated with Telephone & Data Systems, Inc. ("TDS"), a communications holding
company with headquarters in Madison, Wisconsin, in various capacities since
1972. Since January 1992, he has held the position of Vice President and
Controller with that company and was its Corporate Controller prior thereto. He
also serves as an officer and director of various subsidiaries of TDS and serves
on various telephone industry-related committees. Mr. Wilkinson holds B.S.,
M.B.A. and J.D. degrees from the University of Wisconsin. He is licensed to
practice law in the Wisconsin state and federal courts.
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Mr. Berns has been a director of USTN Holdings, Inc. since August 1995.
Prior to that, Mr. Berns served as a director of ITN from October 1991 to
February 1996. Mr. Berns currently serves as Chief Executive Officer of OGI
Telecomm. From 1993 to October 1995, Mr. Berns served as Director, President
and Chief Executive Officer of AdVal Communications, Inc. located in Vancouver,
Washington. During 1993, Mr. Berns served as President and Chief Executive
Officer of TRT Communications, Inc. From 1986 through 1992, Mr. Berns was
employed by Pacific Telecom, Inc. (Pacific Telecom), located in Vancouver,
Washington. Mr. Berns served as President and Chief Operating Officer of
Pacific Telecom. Mr. Berns also served as Manager of Legal Affairs and Vice
President and Corporation Secretary. From 1984 to 1985, Mr. Berns served as
Vice President of Multivisions, Ltd., located in Anchorage, Alaska.
In addition, Mr. Berns is a former director of USTA.
Mr. Cole has been a director of USTN Holdings, Inc. since February 1996.
Prior to that, he was a Director of U.S. Intelco from June 1994 to February
1996. He was a founder of Intelco Networks and served as a Director from its
formation in 1981 to June 1994, and served as Chairman of Intelco Network's
Board of Directors from 1985 until January 1990. Prior to that time, Mr. Cole
had served as Intelco Networks' Vice Chairman of the Board of Directors
beginning in August 1984, and as Vice President of Intelco Networks from March
1981 until August 1984. Mr. Cole worked at Canby Telephone Association, Canby,
Oregon where in 1968, he was named General Manager and in 1986 became President
of the Canby Telephone Association. Mr. Cole also served as President of CTA
Service Corp., and North Willamette Telecom from 1986 until March 1994. He then
retired on May 1, 1995. Mr. Cole came back and currently serves as President of
Canby Telephone Association, President of CTA Service Corp. and President of
North Willamette Telecom. He served as a Director of Western Rural Telephone
Association from 1976 to 1983 and served as President of that organization from
1977 to 1978. Since 1970, Mr. Cole has served as Director of the Oregon
Independent Telephone Association, of which he was the President from 1980 to
1981. From 1982 until 1995, he served as a Trustee of the N.T.C.A. Pension
Trust. Mr. Cole served as director of the Board of Rural Telephone Finance
Cooperative from 1990 to February 1993. From November 1994 until February 1996,
Mr. Cole had been a Director of ITN.
Mr. Judy has been a Director of USTN Holdings, Inc. since February 1996.
Prior to that, Mr. Judy served as a director of U.S. Intelco from June 1994 to
February 1996. He was a Director of Intelco Networks from April 1982 to June
1994. Mr. Judy was employed with Farmers Telephone Cooperative, Inc. in
Kingstree, South Carolina, since 1964 and served as its Executive Vice President
from 1981 until his retirement in December 1993. He served as a Director of
Rural Telephone Finance Cooperative from 1987 to 1994, the South Carolina
Telephone Association from 1984 to 1994, Williamsburg First National Bank from
1984 to present, PalmettoNet, Inc. from 1985 to 1994, and South Carolina Net,
Inc. from 1992 to 1994. Mr. Judy served on the National Telcom Corporation Board
from 1985 to 1992, and served on the NTCA Board of Directors from 1976 to 1982,
holding the offices of Secretary, Vice President and President.
Mr. Lein has been a Director of USTN Holdings, Inc. since February 1996.
Prior to that, Mr. Lein served as a Director of U.S. Intelco from June 1994 to
February 1996. He was a Director of Intelco Networks from 1987 to June 1994. He
served as Secretary of U.S. Intelco from August 1994 to February 1996 and served
as Secretary of Intelco Networks from May 1993 to June 1994. Since 1974, Mr.
Lein has been Manager of Winnebago Cooperative Telephone Association, a local
exchange telephone company located in Lake Mills, Iowa. Mr. Lein was a Director
of ITN from 1990 until the merger of ITN and U.S. Intelco in 1996. He is past
President of the Organization for the Protection and Advancement of Small
Telephone Companies ("OPASTCO"). He is a past member of the USTA Board
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of Directors and has served as Secretary of the USTA Board and is a past
Chairman of the USTA Small Company Committee. Mr. Lein is a co-founder of and
past Director of Iowa Network Services. He presently serves on the Board of
MEANS Telcom, an independent telco owned Minnesota-based centralized equal
access and long distance company.
Mr. Quarforth has been a Director of USTN Holdings, Inc. since February
1996. Prior to that, Mr. Quarforth served as a Director of ITN from January
1989 to February 1996. Mr. Quarforth currently serves as President and Chief
Executive Officer of CFW Communications Company ("CFW") and Chairman and Chief
Executive Officer of its affiliates, which include CFW Telephone Company, CFW
Network, Inc., CFW Cellular, Inc., CFW Communications Services, Inc., CFW
Information Services, Inc., CFW Cable, Inc., and CFW PCS, Inc. Mr. Quarforth
is also a Director of American Telecasting, Inc. and Virginia Financial
Corporation. Mr. Quarforth is a past Director and President of the Virginia
Telecommunications Industry Association. Mr. Quarforth is also Chairman of the
Virginia PCS Alliance, L.C.
Mr. Ross has been a Director of USTN Holdings, Inc. since February 1996.
Prior to that, Mr. Ross was a Director of ITN from January 1989 to February
1996 and served as its Treasurer from 1990 to 1996. Since 1970, Mr. Ross has
been President, Chief Executive Officer and a director of Lufkin-Conroe
Communications Company, and Chairman & CEO of its operating companies, located
in Texas. Mr. Ross has served on the Boards of the Texas Association of
Business since 1980 and First Bank of Conroe, Texas, since 1983. In 1972, Mr.
Ross became a director and member of the Executive Committee of the Texas
Telephone Association and in 1975 its Chairman. Mr. Ross has served as
Chairman of the Board of TECA since 1988. Mr. Ross has been a member of the
Electronic Engineering Technical Advisory Committee at Texas A&M University
since 1974 and holds an MBA in Finance.
Mr. Strand has been a Director of USTN Holdings, Inc. since February 1996.
Prior to that, Mr. Strand served as a member of the Board of Directors of ITN
from May 1992 to February 1996. Since 1990, Mr. Strand has been President of
Diversified Operations and a director of Aliant Communications, Inc. (formerly
Lincoln Telecommunications Company) located in Lincoln, Nebraska. Mr. Strand
has served on the Board of the Cellular Telecommunications Industry Association
(CTIA) and was elected to the Executive Committee in 1993. He also serves as
subcommittee Chairman for operations in the small operators caucus, Vice
Chairman of the CTIA Foundation and is a member of the CTIA Technology
Operations Policy Council (TOPS) of the Board of Directors.
Mr. Moore has been President and Chief Executive Officer of USTN Holdings,
Inc. and Illuminet, Inc. since January 1996. Prior to that, Mr. Moore served
as Vice President of Major Accounts of Northern Telecom from 1994 to December
1995. He was President of Northern Telecom Japan from 1991 to 1994 and from
1989 to 1991 he was Vice President of Northern Telecom's Western Region. Mr.
Moore has held other senior positions with Northern Telecom since joining the
company in 1985. Prior to joining Northern Telecom, Mr. Moore was, from
1982-1985, the President of AT&T Canada. Mr. Moore has over 30 years of
experience in the telecommunications and business systems industry. Mr.
Moore received a Bachelor of Science degree in general science from Virginia
Polytechnic Institute.
Mr. Donnelly has been USTN Holdings, Inc. Vice President-Marketing and
Sales since February 1996. He also serves Illuminet, Inc. as Vice
President-Marketing and Sales. Prior to that, Mr. Donnelly was ITN's Vice
President-Marketing and Sales from November 1989 to February 1996. Prior to
joining ITN, Mr. Donnelly was employed by Timeplex, Inc. of Woodcliff Lake,
New Jersey, for two years, where he served as Assistant Vice President in
charge of marketing and business planning. From April
13
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1974 to January 1987, Mr. Donnelly was employed as a division manager, in
various product line management and development positions, with AT&T
Information Systems and AT&T Marketing in Morristown, New Jersey. Mr. Donnelly
has over 30 years of experience in the telecommunications industry. Mr.
Donnelly earned an undergraduate degree from the University of California,
Berkeley, and a Masters of Business Administration (MBA) from Farleigh
Dickinson University.
Mr. Johnson has been Illuminet, Inc.'s Vice President-Operations and
Engineering since February 1996. Prior to that, he served as ITN's Vice
President-Operations and Engineering from July 1992 to February 1996. Prior to
joining ITN, Mr. Johnson was employed by NYNEX Telecommunications for eight
years, where he served as Staff Director responsible for planning, deployment
and compliance testing of NYNEX's SS7 network. From 1970 to 1984, Mr. Johnson
worked for New England Telephone in various engineering and operations
assignments. Mr. Johnson earned an undergraduate degree in computer science and
mathematics from Worcester State College and an MBA from the University of
Kansas. Mr. Johnson has over 27 years of experience in the telecommunications
industry.
Mr. Nicol has been Illuminet, Inc.'s Vice President-Product Management and
Development since February 1996. Prior to that, he served as ITN's Vice
President-Planning and Administration from February 1994 to February 1996. Prior
to ITN, Mr. Nicol was Chief Operating Officer of a privately-held computer
network integrator on the West Coast, where he was instrumental in its
acquisition by a NYSE company. Earlier in a similar capacity, he had likewise
engineered the acquisition of a leading LAN/WAN systems integrator in the
Midwest. From 1987 to 1990, he was Vice President Corporate Planning for United
Telecom (now Sprint), having served since 1984 as its Vice President Planning
Telephone Group. Prior to Sprint, Mr. Nicol was a consultant to a wide variety
of Fortune 500 and other companies. Mr. Nicol's undergraduate degree in
Aeronautical Engineering is from Ohio State University. He holds a masters in
Business Economics from Case Institute of Technology, and a doctorate in
Industrial Economics and Finance from Case Western Reserve University. All of
his thirty year career has been in technology industry sectors, the last fifteen
directly in telecommunications.
Mr. Weiss has been USTN Holdings, Inc. Vice President-Finance since
February, 1996 and the Company's Secretary and Treasurer since April 1996. Mr.
Weiss also serves as the Vice President- Finance for Illuminet, Inc. as well as
its Secretary and Treasurer. Prior to that, Mr. Weiss served as U.S. Intelco's
Vice President-Finance from May 1994 to February 1996 and as its Assistant
Treasurer from May 1994 to February 1996. He has served as Vice
President-Finance and Assistant Treasurer of Intelco Networks from 1986 to 1994.
Mr. Weiss also served as a director and Treasurer of Intelco Networks. He served
as Business and Financial Manager of Intelco Networks from 1985 to 1986 and was
Allied Data's Vice President-Administration from 1981 to 1985 and Business
Manager from 1979 to 1981. From 1988 to 1990, he served ITN in various
capacities including director and Secretary/Treasurer. Mr. Weiss served in
various capacities for The Evergreen State College, Olympia, Washington, from
1971 to 1979, including Accounting Manager, Assistant Director of Facilities and
Academic Operations Officer. Mr. Weiss graduated from Western Washington
University with a Bachelor of Science degree in Accounting and is a member of
the American Institute of Certified Public Accountants and the Washington
Society of Certified Public Accountants.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
Ernst & Young LLP has been appointed the Company's independent certified public
accountant for the year ending December 31, 1997.
14
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SHAREHOLDER PROPOSALS
The shareholders who wish to present proposals for action at the Annual Meeting
of Shareholders to be held in 1998 should submit their proposals to the
Secretary of the Company at the address of the Company set forth on the first
page of this proxy statement. Proposals must be received by the Company no later
than January 31, 1998 for consideration for inclusion in next year's proxy
statement and proxy.
ANNUAL REPORT AND FINANCIAL STATEMENTS
USTN Holdings, Inc. was formed to effect the merger between U.S. Intelco and
ITN effective February 23, 1996. For accounting purposes, U.S. Intelco was
treated as the "acquirer" resulting in the assets and liabilities of ITN being
entered into U.S. Intelco's financial records at February 29, 1996. The annual
report including audited financial statements for the year ending December 31,
1996 is enclosed with this mailing. Additionally, shareholders will have access
to USTN Holdings, Inc. SEC Form 10-KSB which includes the annual audited
financial statements for the year ending December 31, 1996 via the Internet
at the following address: http://WWW.SEC.gov/cgi-bin/srch-edgar -
Then enter: USTN
OTHER MATTERS
No other matters are intended to be brought before the meeting by the Company,
nor does the Company know of any matters to be brought before the meeting by
others. If, however, any other matter properly comes before the meeting, the
persons named in the proxy will vote the shares represented thereby in
accordance with their judgment.
By order of the Board of Directors
/s/ Daniel E. Weiss
Daniel E. Weiss
Secretary/Treasurer
15
<PAGE>
ALL SHAREHOLDERS ARE URGED TO SIGN, DATE AND MAIL THEIR PROXIES PROMPTLY.
SERIES A PREFERRED STOCK
PROXY
USTN HOLDINGS, INC.
P.O. Box 2909
Olympia, WA 98507
The undersigned hereby appoints Richard A. Lumpkin and Roger H. Moore, and
each of them proxies, with power of substitution and revocation, acting by
majority of those present and voting, or if only one is present and voting then
that one, to vote the shares of stock of USTN Holdings, Inc. which the
undersigned is entitled to vote at the special meeting of shareholders to be
held in Lake Buena Vista at the Buena Vista Palace on Wednesday, April 30, 1997
at 8:00 a.m. Florida time, and at any adjournment thereof, with all the powers
the undersigned would possess if present.
This proxy is solicited on behalf of the Board of Directors of USTN
Holdings, Inc.
Please mark your vote, sign, date and return promptly in the enclosed, self
addressed, stamped envelope, or fax both sides of Proxy to (360) 923-3440,
Attention Daniel Weiss.
This proxy, when properly executed, will be voted as instructed herein by
the undersigned shareholder. If no instructions are given, this Proxy will be
voted "FOR" the proposals herein.
Please mark your vote as in this example: X
A vote FOR proposal 1 is recommended by the Board of Directors
1.To amend the Certificate of Incorporation to change the name of the Company to
Illuminet Holdings, Inc.
For Against Abstain
A vote FOR proposal 2 is recommended by the Board of Directors
2. To elect the following nominees for directors. If any of the nominees for
directors should become unavailable for election, it is intended that the shares
represented by the proxy be voted for such substitute nominee or nominees as may
be nominated by the Board of Directors:
Three Year Term Expiring 2000:
Kenneth L. Lein
G.I. (Larry) Ross
For all nomineAgainst all nomineAbstain
Withhold authority to vote with respect to:___________________________
(please fill in name)
16
<PAGE>
The undersigned hereby revokes any proxy or proxies heretofore given to vote
such shares at said meeting or at any adjournment thereof.
Please sign exactly as name appears on this Proxy. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as such. If
a corporation, please sign in full corporate name by an authorized officer. If a
partnership, please sign in partnership name by an authorized person.
Shareholder: (Name)
* USTN Holdings, Inc.
Common Stock Shares: (# of shares)
- --------------------------------- -------------------------
Name of Shareholder Date
- --------------------------------- -------------------------
Authorized Signature Title of Authorized Signature
To help us with our planning, please indicate below if you will be attending the
meeting.
Yes, I/We plan to attend Number in party _______
No, I/We will not attend
* All Shares are reported on the basis of the conversion ratios for ITN and U.S.
Intelco stock as a result of the merger approved by the shareholders in
February, 1996.
17
<PAGE>
COMMON STOCK
PROXY
USTN HOLDINGS, INC.
P.O. Box 2909
Olympia, WA 98507
The undersigned hereby appoints Richard A. Lumpkin and Roger H. Moore, and
each of them proxies, with power of substitution and revocation, acting by
majority of those present and voting, or if only one is present and voting then
that one, to vote the shares of stock of USTN Holdings, Inc. which the
undersigned is entitled to vote at the special meeting of shareholders to be
held in Lake Buena Vista at the Buena Vista Palace on Wednesday, April 30, 1997
at 8:00 a.m. Florida time, and at any adjournment thereof, with all the powers
the undersigned would possess if present.
This proxy is solicited on behalf of the Board of Directors of USTN
Holdings, Inc.
Please mark your vote, sign, date and return promptly in the enclosed, self
addressed, stamped envelope, or fax both sides of Proxy to (360) 923-3440,
Attention Daniel Weiss.
This proxy, when properly executed, will be voted as instructed herein by
the undersigned shareholder. If no instructions are given, this Proxy will be
voted "FOR" the proposals herein.
Please mark your vote as in this example: X
A vote FOR proposal 1 is recommended by the Board of Directors
1. To amend the Certificate of Incorporation to change the name of the Company
to Illuminet Holdings, Inc.
For Against Abstain
A vote FOR proposal 2 is recommended by the Board of Directors
2. To elect the following nominees for directors. If any of the nominees
for directors should become unavailable for election, it is intended that the
shares represented by the proxy be voted for such substitute nominee or
nominees as may be nominated by the Board of Directors:
Three Year Term Expiring 2000:
Kenneth L. Lein
G.I. (Larry) Ross
For all nomineAgainst all nomineAbstain
Withhold authority to vote with respect to:___________________________
(please fill in name)
18
<PAGE>
The undersigned hereby revokes any proxy or proxies heretofore given to vote
such shares at said meeting or at any adjournment thereof.
Please sign exactly as name appears on this Proxy. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as such. If
a corporation, please sign in full corporate name by an authorized officer. If a
partnership, please sign in partnership name by an authorized person.
Shareholder: (Name)
* USTN Holdings, Inc.
Common Stock Shares: (# of shares)
- --------------------------------- -------------------------
Name of Shareholder Date
- --------------------------------- -------------------------------
Authorized Signature Title of Authorized Signature
To help us with our planning, please indicate below if you will be attending the
meeting.
Yes, I/We plan to attend Number in party _______
No, I/We will not attend
* All Shares are reported on the basis of the conversion ratios for ITN and U.S.
Intelco stock as a result of the merger approved by the shareholders in
February, 1996.
SPECIAL INSTRUCTIONS
Enclosed in your packet are the following items:
* Shareholder Letter
* Notice of Annual Meeting of Shareholders
* Proxy Statement
* Proxy Card(s)
* Stamped Return Envelope for Proxy
* 1996 Annual Report
Please mark, sign, date and return the enclosed Proxy as promptly as possible by
fax to (360) 923-3440, and thereafter mail the executed, original proxy card in
the enclosed, self-addressed, postage-paid envelope.
19
<PAGE>
If you have questions concerning your package,
please call Dan Weiss, Vice President-Finance
at (360) 493-6226.
20
<PAGE>
SIGNATURES
In accordance with requirements of the Exchange Act, the Registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
USTN HOLDINGS, INC.
By: /s/ Roger H. Moore
Roger H. Moore
President and Chief Executive
Officer
Date: April 16, 1997
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.
SIGNATURE/TITLE DATE
--------------- ----
By:/s/ Roger H. Moore April 16, 1997
------------------
Roger H. Moore, President and Chief Executive Officer
(Principal Executive Officer)
By:/s/ Daniel E. Weiss April 14, 1997
-------------------
Daniel E. Weiss, Vice President - Finance
(Principal Financial Officer and Accounting Officer)
By:/s/ Richard A. Lumpkin April 14, 1997
----------------------
Richard A. Lumpkin, Chairman of the Board
By:/s/ Gregory J. Wilkinson April 15, 1997
------------------------
Gregory J. Wilkinson, Vice Chairman of the Board
By:/s/ Theodore D. Berns April 16, 1997
---------------------
Theodore D. Berns, Director
By: /s/ Eugene L. Cole April 16, 1997
-------------------
Eugene L. Cole, Director
21
<PAGE>
By:________________________
Aubrey E. Judy, Director
By:________________________
Kenneth L. Lein, Director
By:/s/ James S. Quarforth April 14, 1997
----------------------
James S. Quarforth, Director
By: /s/ G. I. Ross April 14, 1997
-----------------------
G. I. Ross, Director
By:/s/ James W. Strand April 15, 1997
-------------------
James W. Strand, Director
By:/s/ David C. Southwick April 14, 1997
----------------------
David C. Southwick, Director
22
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