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.
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(Name of Issuer)
Common stock, par value $.01 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
452334105
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(CUSIP Number)
December 31, 2000
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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 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
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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(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.
<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 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.
<PAGE>
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.
<PAGE>
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:
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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.
<PAGE>
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
<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: 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
