SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
Illuminet Holdings, Inc.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
452334105
(CUSIP Number)
December 31, 1999
(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 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 the disclosures provided in a prior cover page.
The information required in 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.
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CUSIP No. 452334105
- ------------------------------------------------------------------------------
1) Name of Reporting Person ...................... CenturyTel, Inc.
I.R.S. Identification No. of Above Person
(entities only) ..................................... 72-0651161
- ------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a).................................................... N/A
(b).................................................... N/A
- ------------------------------------------------------------------------------
3) SEC Use Only
- ------------------------------------------------------------------------------
4) Citizenship or Place of Organization ........... State of Louisiana
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Number of (5) Sole Voting Power ........................ 1,884,916(1)
Shares ---------------------------------------------------------------
Bene-
ficially
Owned by (6) Shared Voting Power ....................... N/A
Each ---------------------------------------------------------------
Reporting
Person
With (7) Sole Dispositive Power .................... 1,884,916(1)
---------------------------------------------------------------
(8) Shared Dispositive Power .................. N/A
- ------------------------------------------------------------------------------
9) Aggregate Amount Beneficially Owned by Each
Reporting Person ..................................... 1,884,916(1)
- ------------------------------------------------------------------------------
10) Check if the Aggregate Amount in Row (9)
Excludes Certain Shares (See Instructions) ............ N/A
- ------------------------------------------------------------------------------
11) Percent of Class Represented by Amount
in Row (9) .......................................... 6.3%(2)
- ------------------------------------------------------------------------------
12) Type of Reporting Person (See Instructions) ......... CO
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(1) The Reporting Person beneficially owns 471,229 shares of Class A common
stock of the Illuminet Holdings, Inc., each of which will be converted
into four shares of Illuminet Holdings, Inc. common stock effective
April 5, 2000.
(2) Based on 29,861,536 shares of common stock of Illuminet Holdings,
Inc. anticipated to be outstanding on April 5, 2000 after the
conversion of the outstanding Class A common stock of Illuminet
Holdings, Inc.
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Item 1(a). Name of Issuer:
Illuminet Holdings, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
4591 Intelco Loop
Lacey, Washington 98503
Item 2(a). Name of Person Filing:
CenturyTel, Inc.
Item 2(b). Address of Principal Business Office:
100 Century Park Drive
Monroe, Louisiana 71203
Item 2(c). Citizenship:
N/A
Item 2(d). Title of Class of Securities:
Common Stock, $.01 par value share
Item 2(e). CUSIP Number:
452334105
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-
2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of the Act
(d) [ ] Investment Company registered under section 8 of the
Investment Company Act of 1940
(e) [ ] Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see Section
240.13d-1(b)(1)(ii)(F)
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(g) [ ] Parent Holding Company, in accordance with Section
240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) [ ] Savings Association, as defined in Section 3(b) of the
Federal Deposit Insurance Act
(i) [ ] Church Plan excluded from the definition of an
investment company under the Investment Company Act of
1940
(j) [ ] Group, in accordance with <section> 240.13d.13d-
1(b)(1)(ii)(H)
Item 4. Ownership:
(a) Amount Beneficially Owned ........................ 1,884,916(1)
(b) Percent of Class ................................. 6.3%(2)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote .... 1,884,916(1)
(ii) shared power to vote or to direct the vote .. N/A
(iii) sole power to dispose or to direct the
disposition of .............................. 1,884,916(1)
(iv) shared power to dispose or to direct the
disposition of .............................. N/A
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 person has ceased to be the beneficial owner of more
than 5 percent of the class of securities, check the following
[ ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
N/A
- -------------------------
(1) The Reporting Person beneficially owns 471,229 shares of Class A common
stock of the Illuminet Holdings, Inc., each of which will be converted
into four shares of Illuminet Holdings, Inc. common stock effective
April 5, 2000.
(2) Based on 29,861,536 shares of common stock of Illuminet Holdings,
Inc. anticipated to be outstanding on April 5, 2000 after the
conversion of the outstanding Class A common stock of Illuminet
Holdings, Inc.
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Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company:
See Exhibit A
Item 8. Identification and Classification of Members of the Group:
N/A
Item 9. Notice of Dissolution of Group:
N/A
Item 10. Certification:
N/A
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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.
CenturyTel, Inc.
Date: February 24, 2000 By: /S/ Stacey W. Goff
------------------------- --------------------------------
Stacey W. Goff
Assistant General Counsel
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EXHIBIT A
TO SCHEDULE 13G
(AMENDMENT NO. 1)
SUPPLEMENTAL RESPONSE TO ITEM 7
1. CenturyTel Investments of Texas, Inc. ("Investments"), 100 Century
Park Drive, Monroe, Louisiana, 71203, a second tier wholly-owned subsidiary
of CenturyTel, Inc. ("CenturyTel"), is the record owner of 252,607 shares
of Class A common stock of Illuminet Holdings, Inc. (the "Company"), which
will be converted effective April 5, 2000, into 1,010,428 shares or 3.4% of
the common stock outstanding of the Company. CenturyTel, through its
control of CenturyTel Holdings, Inc., a first tier wholly-owned subsidiary
of CenturyTel and the parent company of Investments, has the sole power to
dispose or direct the disposition of and vote or direct the voting of the
shares of the Company owned directly by Investments.
2. CenturyTel of San Marcos Investments, LLC ("San Marcos
Investments"), 100 Century Park Drive, Monroe, Louisiana, 71203, a second
tier wholly-owned subsidiary of CenturyTel, is the record owner of 218,622
shares of Class A common stock of the Company, which will be converted
effective April 5, 2000, into 874,488 shares or 2.9% of the common stock
outstanding of the Company. CenturyTel, through its control of CenturyTel
of San Marcos, Inc., a first tier wholly-owned subsidiary of CenturyTel and
the parent company of San Marcos Investments, has the sole power to dispose
or direct the disposition of and vote or direct the voting of the shares of
the Company owned directly by San Marcos Investments.
