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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
Silverthorne Production Company
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(Name of Issuer)
Common Stock $0.001 par value per share
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(Title of Class of Securities)
82845R
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(CUSIP Number)
Darrell H. Hughes, 7001 Seaview Avenue, NW, Suite 210,
Seattle, Washington 98117
(206) 297-6151
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 14, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box ?.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. Seess.240.13d-7 for other
parties to whom copies are to be sent.
* 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 ("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>
CUSIP No. 82845R
----------
1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
Inter-American Telecommunications Holding Corporation
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2. Check the Appropriate Box If a Member of a Group (See Instructions)
(a)___________________________________________________________________
(b)___________________________________________________________________
3. SEC Use Only
4. Source of Funds (See Instructions) OO
-----------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)__________
6. Citizenship or Place of Organization Delaware
---------------------------------
Number of 7. Sole Voting Power -0-
Shares ---------------------------------
Beneficially 8. Shared Voting Power -0-
Owned by ---------------------------------
Each 9. Sole Dispositive Power -0-
Reporting ---------------------------------
Person 10. Shared Dispositive Power -0-
With ---------------------------------
11. Aggregate Amount Beneficially Owned by
Reporting Person -0- shares
---------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
13. Percent of Class Represented by Amount in Row (11) 0%
---------------------------------
14. Type of Reporting Person (See Instructions)
CO
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
<PAGE>
ITEM 1. SECURITY AND ISSUER
The title of the class of equity securities to which this statement
relates is shares of Common Stock, $.001 par value ("Common Stock"), of
Silverthorne Production Company (the "Issuer").
The name and address of the principal executive offices of the Issuer
are:
Silverthorne Production Company
7001 Seaview Avenue, NW, Suite 210
Seattle, Washington 98117
ITEM 2. IDENTITY AND BACKGROUND
I-A. (a) Inter-American Telecommunications Holding Corporation ("ITHC").
(b) The principal office address of ITHC is 3220 South Higuera Street,
Suite 304, San Luis Obispo, California 93401.
(c) The principal business of ITHC was providing, carrying and reselling
domestic and international long distance telephone services and
products.
(d) During the last five years, ITHC has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, ITHC has not been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction required to be reported hereunder.
(f) ITHC is a United States corporation organized under the laws of
Delaware.
I-B. (a) Jimmy Lee Boswell is President and a Director of ITHC and is the
President and Chief Operating Officer of the Issuer.
(b) The business address of Jimmy Lee Boswell is 3220 South Higuera
Street, Suite 304, San Luis Obispo, California 93401.
(c) The principal occupation of Jimmy Lee Boswell is as President of
Aquila International Telecommunications, Inc.
(d) During the last five years, Jimmy Lee Boswell has not been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Jimmy Lee Boswell has not been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction required to be reported hereunder.
(f) Jimmy Lee Boswell is a U.S. citizen.
I-C. (a) David G. Lucas is the Chief Financial Officer, Treasurer and a
Director of ITHC and is the Chief Financial Officer of the Issuer.
(b) The business address of David G. Lucas is 3220 South Higuera Street,
Suite 304, San Luis Obispo, California 93401.
(c) The principal occupation of David G. Lucas is as Vice President of
Finance of Aquila International Telecommunications, Inc.
(d) During the last five years, David G. Lucas has not been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, David G. Lucas has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction required to be reported hereunder.
(f) David G. Lucas is a U.S. citizen.
I-D. (a) David L. Jackson is Vice-President, Secretary and a Director of ITHC
and is a Director, Vice President and Secretary of the Issuer.
(b) The business address of David L. Jackson is 3707 Calle Cortejo,
Rancho Santa Fe, California 92067.
(c) The principal occupation of David L. Jackson is as Vice President and
Secretary of the Issuer and as an arbitrator in dispute resolution of
commercial and labor law.
(d) During the last five years, David L. Jackson has not been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, David L. Jackson has not been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction required to be reported hereunder.
(f) David L. Jackson is a U.S. citizen.
II-A. (a) Cognigen Corporation ("Cognigen") is a controlling corporation of
ITHC.
(b) The principal office address of Cognigen is 8711 15th Ave NW,
Seattle, Washington 98117.
(c) The principal business of Cognigen is internet marketing of
long-distance telecommunications services.
(d) During the last five years, Cognigen has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Cognigen has not been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction required to be reported hereunder.
(f) Cognigen is a United States corporation organized under the laws of
Nevada.
II-B (a) Kevin Anderson is a Director, President, and a controlling
shareholder of Cognigen.
(b) The business address of Kevin Anderson is 2608 Second Avenue, Suite
108, Seattle, Washington 98120.
(c) The principal occupation of Kevin Anderson is as a consultant.
(d) During the last five years, Kevin Anderson has not been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Kevin Anderson has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction required to be reported hereunder.
(f) Kevin Anderson is a U.S. citizen.
II-C (a) Laurel Anderson is a Director, Vice-President and Treasurer of
Cognigen. Ms. Anderson is the spouse of Kevin Anderson.
(b) The principal office address of Laurel Anderson is 2608 Second
Avenue, Suite 108, Seattle, Washington 98121.
(c) The principal occupation of Laurel Anderson is as a
telecommunications and business agent for Cognigen.
(d) During the last five years, Laurel Anderson has not been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Laurel Anderson has not been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction required to be reported hereunder.
(f) Laurel Anderson is a U.S. citizen.
II-D (a) Peter Tilyou is Secretary of Cognigen.
(b) The principal office address of Peter Tilyou is 2608 Second Avenue,
Suite 108, Seattle, Washington 98121.
(c) The principal occupation of Peter Tilyou is as a consultant.
(d) During the last five years, Peter Tilyou has not been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Peter Tilyou has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction required to be reported hereunder.
(f) Peter Tilyou is a U.S. citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Issuer and ITHC entered into a Stock Purchase and Asset Acquisition
Agreement dated August 19, 1999 in which the Issuer and ITHC agreed that the
Issuer would acquire all of the assets owned by ITHC in order to maximize the
Issuer's business development for the benefit of the Issuer and its
shareholders. On August 20, 1999, the Issuer completed the first closing of the
acquisition of all of the assets of ITHC in exchange for 29,242,953 shares of
the Issuer's Common Stock. On November 24, 1999 ITHC transferred 150,000 shares
of the Issuer's Common Stock to two persons in partial payment of a finder's
fee. On December 27, 1999, the Issuer and ITHC agreed that the total number of
shares of the Issuer's Common Stock that were to be issued at the first closing
was 11,742,953 shares rather than 29,242,953 shares and the total number of
shares to be issued at the second closing was 37,298,444 shares. As a result of
ITHC's right to receive the 11,742,953 shares of the Issuer's Common Stock, the
transfer of 150,000 shares of the Issuer's Common Stock and the previous sale of
12,602,431 shares of the Issuer's Common Stock to ITHC, ITHC owned 24,195,384,
or approximately 51.6% of the Issuer's outstanding shares of Common Stock.
On June 14, 2000, ITHC distributed all Silverthorne Production Company
shares owned by ITHC to ITHC shareholders in amounts proportionate to each
shareholder's ownership percentage of ITHC common stock. As a result of the ITHC
distribution of the Issuer's Common Stock to ITHC shareholders, ITHC currently
owns no shares of the Issuer's Common Stock.
Pursuant to the terms of the agreement whereby the Issuer acquired the
assets of ITHC, ITHC is entitled to receive 37,298,444 shares of the Issuer's
Common Stock. At this time, the Issuer does not have a sufficient number of
shares of Common Stock authorized to issue the 37,298,444 shares of the Issuer's
Common Stock to ITHC. The Issuer plans to hold a shareholders' meeting in the
near future to propose the adoption of an amendment to the Issuer's Articles of
Incorporation to increase the Issuer's authorized Common Stock.
ITEM 4. PURPOSE OF TRANSACTION
As described in Item 3 above, on August 20, 1999 the Issuer and ITHC
completed the first closing of the Stock Purchase and Asset Acquisition
Agreement, the purpose of which was to enable the Issuer to acquire all of the
assets of ITHC and, thus, enable the Issuer to commence business operations.
ITHC plans to liquidate and to distribute the Issuer's shares to its
shareholders.
Except as stated below, ITHC has no plans or proposals which relate to
or would result in:
(a) The acquisition by any person of additional securities of the Issuer
or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; except that the
current directors and officers of the Issuer (other than David L. Jackson)
were appointed as a result of the acquisition of the assets by ITHC and except
that the Issuer plans to hold an Annual Meeting of Shareholders at which the
current directors and additional directors will be nominated for election;
(e) Any material change in the present capitalization or dividend policy
of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to section 12(g)(4) of the Act; or
(j) An action similar to any of those enumerated above.
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Inter-American Telecommunications Holding Corporation ("ITHC")
As of the date of this Schedule 13D, ITHC, which is a private company,
beneficially owned no shares of the Common Stock of the Issuer, which
constitutes 0% of the outstanding shares of the Common Stock of the Issuer.
(b) Jimmy Lee Boswell
As of the date of this Schedule 13D, Mr. Boswell owned 2,618,468
shares, or approximately 5.4% of the outstanding shares of Common Stock of the
Issuer, including a presently exercisable option to purchase 1,600,000 shares of
the Common Stock of the Issuer. Pursuant to the terms of the agreement whereby
the Issuer acquired the assets of ITHC, ITHC is entitled to receive 37,298,444
shares of the Issuer's Common Stock. At this time, the Issuer does not have a
sufficient number of shares of Common Stock authorized to issue the 37,298,444
shares of the Issuer's Common Stock to ITHC. The Issuer plans to hold a
shareholders' meeting in the near future to propose the adoption of an amendment
to the Issuer's Articles of Incorporation to increase the Issuer's authorized
Common Stock. The Reporting Person does not have sole or shared voting and/or
investment power over the shares of the Issuer's Common Stock that will be owned
by ITHC. Therefore, the Reporting Person disclaims beneficial ownership of the
approximate 981,535 shares of the Issuer's Common Stock that will be represented
by the Reporting Person's ownership of approximately 2.6% of the outstanding
common stock of ITHC.
(c) David G. Lucas
As of the date of this Schedule 13D, Mr. Lucas owned 2,618,468 shares,
or approximately 5.4% of the outstanding shares of Common Stock of the Issuer,
including a presently exercisable option to purchase 1,600,000 shares of the
Common Stock of the Issuer. Pursuant to the terms of the agreement whereby the
Issuer acquired the assets of ITHC, ITHC is entitled to receive 37,298,444
shares of the Issuer's Common Stock. At this time, the Issuer does not have a
sufficient number of shares of Common Stock authorized to issue the 37,298,444
shares of the Issuer's Common Stock to ITHC. The Issuer plans to hold a
shareholders' meeting in the near future to propose the adoption of an amendment
to the Issuer's Articles of Incorporation to increase the Issuer's authorized
Common Stock. The Reporting Person does not have sole or shared voting and/or
investment power over the shares of the Issuer's Common Stock that will be owned
by ITHC. Therefore, the Reporting Person disclaims beneficial ownership of the
approximate 981,535 shares of the Issuer's Common Stock that will be represented
by the Reporting Person's ownership of approximately 2.6% of the outstanding
common stock of ITHC.
(d) David L. Jackson
As of the date of this Schedule 13D, Mr. Jackson owned 2,460,471 shares
or approximately 5.1% of the outstanding shares of Common Stock of the Issuer,
including an option to purchase 1,600,000 shares of the Common Stock of the
Issuer. Pursuant to the terms of the agreement whereby the Issuer acquired the
assets of ITHC, ITHC is entitled to receive 37,298,444 shares of the Issuer's
Common Stock. At this time, the Issuer does not have a sufficient number of
shares of Common Stock authorized to issue the 37,298,444 shares of the Issuer's
Common Stock to ITHC. The Issuer plans to hold a shareholders' meeting in the
near future to propose the adoption of an amendment to the Issuer's Articles of
Incorporation to increase the Issuer's authorized Common Stock. The Reporting
Person does not have sole or shared voting and/or investment power over the
shares of the Issuer's Common Stock that will be owned by ITHC. Therefore, the
Reporting Person disclaims beneficial ownership of the approximate 1,295,629
shares of the Issuer's Common Stock that will be represented by the Reporting
Person's ownership of approximately 3.5% of the outstanding common stock of
ITHC.
(e) Cognigen Corporation
As of the date of this Schedule 13D, Cognigen owned 14,007,864 shares,
or approximately 29.8% of the Common Stock of the Issuer. In addition, as of the
date of this Schedule 13D, Cognigen owned approximately 57.9% of the outstanding
common stock of ITHC. Pursuant to the terms of the agreement whereby the Issuer
acquired the assets of ITHC, ITHC is entitled to receive 37,298,444 shares of
the Issuer's Common Stock. At this time, the Issuer does not have a sufficient
number of shares of Common Stock authorized to issue the 37,298,444 shares of
the Issuer's Common Stock to ITHC. The Issuer plans to hold a shareholder's
meeting in the near future to propose the adoption of an amendment to the
Issuer's Articles of Incorporation to increase the Issuer's authorized Common
Stock. The 37,298,444 shares will be deemed to be beneficially owned by
Cognigen.
(1) Kevin Anderson
Mr. Anderson is Director, President and a controlling shareholder of
Cognigen. As of the date of this Schedule 13D, Mr. Anderson may be deemed to
beneficially own 26,007,864 shares or approximately 44.1% of the outstanding
Common Stock of the Issuer, including 12,000,000 shares of the Issuer's Common
Stock underlying an option owned by the Anderson Family Trust #1. Mr. Anderson
and members of his family are the beneficiaries of the Anderson Family Trust
#1, which owns approximately 98.9% of the outstanding common stock of Cognigen.
As of the date of this Schedule 13D, Cognigen owned approximately 57.9% of the
outstanding common stock of ITHC. Mr. Anderson has sole voting and investment
power over the shares of the Issuer's Common Stock owned by Cognigen. Pursuant
to the terms of the agreement whereby the Issuer acquired the assets of ITHC,
ITHC is entitled to receive 37,298,444 shares of the Issuer's Common Stock. At
this time, the Issuer does not have a sufficient number of shares of Common
Stock authorized to issue the 37,298,444 shares of the Issuer's Common Stock to
ITHC. The Issuer plans to hold a shareholder's meeting in the near future to
propose the adoption of an amendment to the Issuer's Articles of Incorporation
to increase the Issuer's authorized Common Stock. The 37,298,444 shares will be
deemed to be beneficially owned by Cognigen.
(2) Anderson Family Trust #1
As of the date of this Schedule 13D, the Anderson Family Trust #1 may
be deemed to beneficially own 26,007,864 shares or approximately 44.1% of the
outstanding Common Stock of the Issuer, including an option to purchase
12,000,000 shares of Common Stock of the Issuer. Kevin Anderson and members of
his family are the beneficiaries of the Anderson Family Trust #1, which owns
approximately 98.9% of the outstanding common stock of Cognigen. As of the date
of this Schedule 13D, Cognigen owned approximately 57.9% of the outstanding
common stock of ITHC. Pursuant to the terms of the agreement whereby the Issuer
acquired the assets of ITHC, ITHC is entitled to receive 37,298,444 shares of
the Issuer's Common Stock. At this time, the Issuer does not have a sufficient
number of shares of Common Stock authorized to issue the 37,298,444 shares of
the Issuer's Common Stock to ITHC. The Issuer plans to hold a shareholder's
meeting in the near future to propose the adoption of an amendment to the
Issuer's Articles of Incorporation to increase the Issuer's authorized Common
Stock. The 37,298,444 shares will be deemed to be beneficially owned by
Cognigen.
(3) Laurel Anderson
Ms. Anderson is the wife of Kevin Anderson, and Vice-President,
Treasurer and a Director of Cognigen. Ms. Anderson may be deemed to own
26,007,864 shares or approximately 44.1% of the Common Stock of the Issuer,
through her husband's beneficial ownership of Cognigen. (See Item 5(e)(1)
above).
(4) Peter Tilyou
Mr. Tilyou is Secretary of Cognigen. Mr. Tilyou is the sole trustee,
but not a beneficiary of, the Anderson Family Trust #1 which owns approximately
98.9% of the outstanding common stock of Cognigen and owns an option to purchase
12,000,000 shares of the Common Stock of the Issuer. As the managing
officer/director of Combined Telecommunications Consultancy, Ltd. ("CTC") and
Telkiosk, Inc. ("Telkiosk"), and as the sole trustee of the Anderson Family
Trust #1, Mr. Tilyou may be deemed to beneficially own 19,586,492 shares, or
approximately 30.7% of the outstanding Common Stock of the Issuer. This includes
5,831,412 shares held by CTC including 4,000,000 shares underlying an option
held by CTC; 12,000,000 shares underlying an option held by the Anderson Family
Trust (see Item 5(e)(2) above), 955,080 shares owned by Telkiosk and 800,000
shares underlying an option owned by Telkiosk. Mr. Tilyou has voting and
investment power over the shares of the Issuer's common stock beneficially owned
by CTC and Telkiosk. Mr. Tilyou is the beneficial owner of 33% of the
outstanding shares of Telkiosk and 25% of the outstanding shares of CTC.
(f) Transactions in last sixty (60) days:
All transaction in the Common Stock of the Issuer by the Reporting
Person that were effected during the past sixty days are reported in Item 3
above.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF ISSUER
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) between the entities named in Item 2 and any person or
entity with respect to any securities of the Issuer, including but not limited
to, transfer of or voting of any of the securities of the Issuer, finder's fees,
joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits and loss, or the giving or withholding of proxies,
or a pledge or contingency the occurrence of which would give another person
voting power or investment power over the securities of the Issuer, except as
follows: ITHC and the Issuer are parties to that certain Stock Purchase and
Asset Acquisition Agreement dated August 19, 1999 (filed as Exhibit 1 to the
Reporting Person's original Schedule 13D filed May 2, 2000 and incorporated
herein by reference) and the amendment thereto dated December 27, 1999 (filed as
Exhibit 2 to the Reporting Person's original Schedule 13D filed May 2, 2000 and
incorporated herein by reference).
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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.
June 22, 2000
INTER-AMERICAN TELECOMMUNICATIONS
HOLDING CORPORATION
By: /s/ Jimmy Lee Boswell
-----------------------------
Jimmy Lee Boswell, President
<PAGE>
