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. )*
Illuminet Holdings, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common stock, par value $.01 per share
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(Title of Class of Securities)
452334105
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(CUSIP Number)
December 31, 1999
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
|_| Rule 13d-1(b)
|_| 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).
<PAGE>
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
OWNED BY
EACH
REPORTING
PERSON
WITH
6 SHARED VOTING POWER - 2,539,476 shares common stock.1
7 SOLE DISPOSITIVE POWER
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 10.0% of the Class A common stock and less than
1% of the common stock of the Issuer, representing approximately
8.49% of the Issuer's outstanding classes of common stock and Issuer's
voting power.
12 TYPE OF REPORTING PERSON*
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
1
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1 These amounts include 947 shares of Class A common stock and options for
12,254 shares of Class A 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. These amounts also
include 448 shares underlying options owned by Mr. Wilkinson. The 947
shares of Class A common stock, the Class A options and the common share options
will be transferred to Telephone and Data Systems, Inc. In the case of the
947 shares, the transfer will take place after transfer restrictions lapse
and in the case of the option shares, the transfer will take place after the
options are exercised. On April 5, 2000, each share of Class A common stock
will automatically convert into four shares of common stock. Except for this
conversion feature, all of the rights of holders of Class A common stock and
holders of common stock will be equivalent, and the two classes of stock will be
treated as one group for all voting, dividend and other matters.
<PAGE>
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
OWNED BY
EACH
REPORTING
PERSON
WITH
6 SHARED VOTING POWER - 2,539,476 shares of common stock.1
7 SOLE DISPOSITIVE POWER
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 10.0% of the Class A common stock and less than 1%
of the common stock of the Issuer, representing approximately 8.49% of
the Issuer's outstanding classes of common stock and Issuer's voting
power.
12 TYPE OF REPORTING PERSON*
CO
- ---------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1
- -------
1 These amounts include 947 shares of Class A common stock and options for
12,254 shares of Class A 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. These amounts also
include 448 shares underlying options owned by Mr. Wilkinson. The 947
shares of Class A common stock, the Class A options and the common share options
will be transferred to Telephone and Data Systems, Inc. In the case of the
947 shares, the transfer will take place after transfer restrictions lapse
and in the case of the option shares, the transfer will take place after the
options are exercised. On April 5, 2000, each share of Class A common stock
will automatically convert into four shares of common stock. Except for this
conversion feature, all of the rights of holders of Class A common stock and
holders of common stock will be equivalent, and the two classes of stock will be
treated as one group for all voting, dividend and other matters.
<PAGE>
Schedule 13G
Issuer: Illuminet Holdings, Inc.
Page 4 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"), are filing this
Schedule 13G concerning their direct and indirect
beneficial ownership of the Class A common stock and
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:
Class A common stock, $0.01 par value
common stock, $0.01 par value
(e) CUSIP Number:
452334105
Item 3. (a) - (j) If this statement is filed pursuant to Rule 13d-1
(c), check this box. |X|
Item 4. Ownership
(a) Amount Beneficially Owned as of December 31, 1999:
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 6,359,808 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
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1 The Trustees of the Voting Trust pursuant to Agreement dated June 30, 1989, a
amended (hereby incorporated by reference to Exhibit 9.1 in the Annual Report on
Form 10-K for the year ended December 31, 1995 of Telephone and Data Systems,
Inc.): LeRoy T. Carlson, Jr., Walter C. D. Carlson, Letitia G. C. Carlson and
Donald C. Nebergall.
<PAGE>
Schedule 13G
Issuer: Illuminet Holdings, Inc.
Page 5 of 7
other matters subject to a vote of the shareholders of TDS.
TDS shares voting power with respect to 634,757 shares of
Class A Common Stock and 448 shares of Common Stock of the
Issuer.
(b) Percent of Class:
Class A
common stock* common stock Total
------------- ------------ ------
Telephone and Data Systems, Inc. 10.0% ** 8.49%
* Each share of Class A common stock
will be automatically converted into
four shares of common stock on April
5, 2000.
** Less than 1%
(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:
common
Class A stock (as
common stock* common stock converted)
------------- ------------ ----------
Telephone and Data Systems, Inc. 634,757 448 2,539,476
* Each share of Class A common stock
will be automatically converted into
four shares of common stock on April
5, 2000.
(iii) Sole power to dispose or to direct the
disposition of:
Not Applicable
(iv) Shared power to dispose or to direct the
disposition of:
common
Class A stock (as
common stock* common stock converted)
------------- ------------ ----------
Telephone and Data Systems, Inc. 634,757 448 2,539,476
* Each share of Class A common stock
will be automatically converted into
four shares of common stock on April
5, 2000.
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
<PAGE>
Schedule 13G
Issuer: Illuminet Holdings, Inc.
Page 6 of 7
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.
(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.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
<PAGE>
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: February 11, 2000 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
Signature Page to Schedule 13G
relating to the indirect beneficial ownership of Illuminet Holdings, Inc.
by Telephone and Data Systems, Inc.
<PAGE>
