-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JW/S5XuhSbxWKhlL4W17u266SlV2otEdG4b+FKdgPXZGi9hjIpIVCNJHiAVfLUJ0 ifny0e7bR4+fUBqAKeP6Tg== 0000905718-07-000015.txt : 20070108 0000905718-07-000015.hdr.sgml : 20070108 20070108151103 ACCESSION NUMBER: 0000905718-07-000015 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070108 DATE AS OF CHANGE: 20070108 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TNS INC CENTRAL INDEX KEY: 0001268671 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 364430020 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79770 FILM NUMBER: 07517410 BUSINESS ADDRESS: STREET 1: 11480 COMMERCE PARK DR. STREET 2: SUITE 600 CITY: RESTON STATE: VA ZIP: 20191-1406 BUSINESS PHONE: 7034538300 MAIL ADDRESS: STREET 1: 11480 COMMERCE PARK DR. STREET 2: SUITE 600 CITY: RESTON STATE: VA ZIP: 20191-1406 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ENDOWMENT CAPITAL GROUP LLC CENTRAL INDEX KEY: 0001283815 IRS NUMBER: 770621719 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1105 NORTH MARKET STREET STREET 2: 15TH FLOOR CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 302-472-8000 MAIL ADDRESS: STREET 1: 1105 NORTH MARKET STREET STREET 2: 15TH FLOOR CITY: WILMINGTON STATE: DE ZIP: 19801 SC 13D/A 1 tns13dam1.txt SC13DAM1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE l3D Under the Securities Exchange Act of 1934 (Amendment No. 1)* TNS, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.001 par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 872960109 - -------------------------------------------------------------------------------- (CUSIP Number) with a copy to: Mr. Philip C. Timon Robert G. Minion, Esq. Endowment Capital Group, LLC Lowenstein Sandler PC 1105 North Market Street, 15th Floor 65 Livingston Avenue Wilmington, Delaware 19801 Roseland, New Jersey 07068 (302) 472-8000 (973) 597-2424 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 21, 2006 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule l3G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 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. See Section 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). THIS SCHEDULE 13D AMENDMENT NO. 1 (THE "AMENDED 13D") AMENDS AND RESTATES THE SCHEDULE 13D FILED WITH SECURITIES AND EXCHANGE COMMISSION (THE "SEC") ON MARCH 23, 2006 BY ENDOWMENT CAPITAL GROUP, LLC ("ENDOWMENT LLC") AND CERTAIN OF ITS AFFILIATES UNDER THE CENTRAL INDEX KEY FOR ENDOWMENT LLC (THE "PRIOR 13D"). THIS AMENDED 13D CORRECTS THE PRIOR 13D AND REPORTS THAT ONLY MR. PHILIP C. TIMON, AND NOT ENDOWMENT LLC AND CERTAIN OF ITS AFFILIATES, IS THE REPORTING PERSON WITH RESPECT TO THE SECURITIES REPORTED IN THE PRIOR 13D. BECAUSE, AS OF THE DATE OF THE TRANSACTIONS REPORTED IN THE PRIOR 13D, MR. TIMON POSSESSED THE SOLE POWER TO VOTE AND THE SOLE POWER TO DIRECT THE DISPOSITION OF THE REPORTED SECURITIES. CONCURRENTLY WITH THE FILING OF THIS AMENDED 13D WITH THE SEC, MR. TIMON HAS CAUSED A SCHEDULE 13D TO BE FILED WITH THE SEC DISCLOSING THAT MR. TIMON POSSESSED THE SOLE POWER TO VOTE AND THE SOLE POWER TO DIRECT THE DISPOSITION OF ALL THE REPORTED SECURITIES IN THE PRIOR 13D. Cusip No. 872960109 - -------------------------------------------------------------------------------- 1) Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): Endowment Capital Group, LLC - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions): (a) Not (b) Applicable - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions): WC - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): Not Applicable - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization: Delaware - -------------------------------------------------------------------------------- Number of 7) Sole Voting Power: 0* ------------------------------------ Shares Beneficially 8) Shared Voting Power: 0 ------------------------------------ Owned by Each Reporting 9) Sole Dispositive Power: 0* ------------------------------------ Person With 10) Shared Dispositive Power: 0 ------------------------------------ - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 0* - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): Not Applicable - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11): 0.0%* - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions): CO - -------------------------------------------------------------------------------- *Endowment Capital, L.P., and Long Drive, L.P., each a Delaware limited partnership (collectively, the "Limited Partnerships"), own in the aggregate 3,519,650 shares of the Common Stock, $0.001 par value per share (the "Shares"), of TNS, Inc., a Delaware corporation (the "Company") as of March 21, 2006 (the "Reporting Date"). Endowment Capital Group, LLC, a Delaware limited liability company ("Endowment LLC"), is the sole general partner of each of the Limited Partnerships. Mr. Philip C. Timon is the sole managing member of Endowment LLC. As a result, Mr. Timon possessed the sole power to vote and the sole power to direct the disposition of the Shares held by the Limited Partnerships. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, Endowment LLC is deemed to beneficially own no Shares, or approximately 0.0% of the Shares deemed issued and outstanding as of the Reporting Date. Endowment LLC's interest in the Shares is limited to its pecuniary interest, if any, in the Limited Partnerships. THIS SCHEDULE 13D AMENDMENT NO. 1 (THE "AMENDED 13D") AMENDS AND RESTATES THE SCHEDULE 13D FILED WITH SECURITIES AND EXCHANGE COMMISSION (THE "SEC") ON MARCH 23, 2006 BY ENDOWMENT CAPITAL GROUP, LLC ("ENDOWMENT LLC") AND CERTAIN OF ITS AFFILIATES UNDER THE CENTRAL INDEX KEY FOR ENDOWMENT LLC (THE "PRIOR 13D"). THIS AMENDED 13D CORRECTS THE PRIOR 13D AND REPORTS THAT ONLY MR. PHILIP C. TIMON, AND NOT ENDOWMENT LLC AND CERTAIN OF ITS AFFILIATES, IS THE REPORTING PERSON WITH RESPECT TO THE SECURITIES REPORTED IN THE PRIOR 13D. BECAUSE, AS OF THE DATE OF THE TRANSACTIONS REPORTED IN THE PRIOR 13D, MR. TIMON POSSESSED THE SOLE POWER TO VOTE AND THE SOLE POWER TO DIRECT THE DISPOSITION OF THE REPORTED SECURITIES. CONCURRENTLY WITH THE FILING OF THIS AMENDED 13D WITH THE SEC, MR. TIMON HAS CAUSED A SCHEDULE 13D TO BE FILED WITH THE SEC DISCLOSING THAT MR. TIMON POSSESSED THE SOLE POWER TO VOTE AND THE SOLE POWER TO DIRECT THE DISPOSITION OF ALL THE REPORTED SECURITIES IN THE PRIOR 13D. Item 1. Security and Issuer. ------------------- Item 1 is hereby amended and restated in its entirety as follows: The class of equity securities to which this Schedule 13D relates is the common stock, $0.001 par value per share (the "Shares") of TNS, Inc., a Delaware corporation (the "Company"). The address of the Company's principal executive offices is 11480 Commerce Park Drive, Suite 600, Reston, Virginia 20191. Item 2. Identity and Background. ----------------------- Item 2 is hereby amended and restated in its entirety as follows: Endowment Capital Group, LLC, a Delaware limited liability company ("Endowment LLC"), is the sole general partner of Endowment Capital, L.P., and Long Drive, L.P., each a Delaware limited partnership (collectively, the "Limited Partnerships"), and in such capacity is principally responsible for the management of the affairs of the Limited Partnerships. Mr. Philip C. Timon is the sole managing member of Endowment LLC. As a result, Mr. Timon possesses the sole power to vote and the sole power to direct the disposition of the Shares held by the Limited Partnerships. The Limited Partnerships are engaged in the investment in personal property of all kinds, including but not limited to, capital stock, depository receipts, investment companies, mutual funds, subscriptions, warrants, bonds, notes, debentures, options and other securities of whatever kind and nature. Endowment LLC has never been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), nor has it been a party to any civil proceeding commenced before a judicial or administrative body of competent jurisdiction as a result of which it was, or is, now subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- Item 3 is hereby amended and restated in its entirety as follows: The Limited Partnerships have invested an aggregate amount of $70,387,056 (inclusive of brokerage commissions) in the Shares reported herein. All of the funds used in making the purchases of Shares described in Item 5 of this Schedule 13D, as amended, came from the working capital of the Limited Partnerships. Item 4. Purpose of Transaction. ---------------------- Item 4 is hereby amended and restated in its entirety as follows: The Limited Partnerships acquired and continue to hold the Shares as a long-term investment. Mr. Timon, on behalf of the Limited Partnerships, utilizes a fundamental, research-driven process to identify companies as being fundamentally undervalued and possessing the potential for high growth. In implementing this process, Mr. Timon identified the Company as an entity satisfying his rigorous investment criteria. Mr. Timon reserves the right to discuss various views and opinions with respect to the Company and its business plans with the Company or the members of its senior management. The discussion of such views and opinions may extend from ordinary day-to-day business operations to matters such as nominees for representation on the Company's board of directors, senior management decisions and extraordinary business transactions. Mr. Timon is continuing to analyze the recently proposed management buyout transaction concerning the Company and is evaluating a number of alternatives, including potential discussions of adequacy of the price as well as possibly joining the group of buyers. In addition to the actions set forth above, Mr. Timon may engage in any of the actions specified in Items 4(b) through 4(j) to the Schedule 13D general instructions. Except as set forth above, Mr. Timon has no present plans or proposal which relate to or would result in any of the transactions required to be described in Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. ------------------------------------ Item 5 is hereby amended and restated in its entirety as follows: Based upon information set forth in the Company's Annual Report on Form 10-K for the year ending December 31, 2005 as filed with the Securities and Exchange Commission on March 16, 2006, there were 23,971,001 Shares issued and outstanding as of December 31, 2005. As of March 21, 2006, the Limited Partnerships owned in the aggregate 3,519,650 Shares. Mr. Timon possessed the sole power to vote and the sole power to direct the disposition of the Shares held by the Limited Partnerships. Thus, as of March 21, 2006, for the purposes of Reg. Section 240.13d-3, Endowment LLC is deemed to beneficially own no Shares, or approximately 0.0% of the Shares deemed issued and outstanding as of that date. Endowment LLC's interest in the Shares is limited to his pecuniary interest, if any, in the Limited Partnerships. The following table details the transactions during the sixty days prior to March 21, 2006 in Shares, or securities convertible into, exercisable for or exchangeable for Shares, by Mr. Timon or any other person or entity controlled by him or any person or entity for which he possesses voting or investment control over the securities thereof (each of which were effected in an ordinary brokerage transaction): (Purchases) Date Quantity Price ---- -------- ----- March 7, 2006 50,000 $16.1900 March 8, 2006 5,000 $15.8780 March 9, 2006 122,450 $16.1400 March 14, 2006 60,800 $20.3095 March 14, 2006 5,700 $20.3692 March 14, 2006 122,500 $20.7130 March 14, 2006 11,000 $20.5909 March 15, 2006 900 $20.3500 March 15, 2006 71,700 $20.1500 March 15, 2006 70,000 $20.2132 March 16, 2006 50,000 $20.2500 March 17, 2006 75,400 $20.2804 March 20, 2006 50,000 $20.6397 March 20, 2006 30,100 $20.6270 March 21, 2006 27,700 $20.8527 March 21, 2006 19,900 $20.8880 (Sales) None. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. ---------------------------------------------------------------------- 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. January 4, 2007 ENDOWMENT CAPITAL GROUP, LLC /s/ Philip C. Timon ------------------------------------- Philip C. Timon, Sole Managing Member Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001). -----END PRIVACY-ENHANCED MESSAGE-----