-----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, WoKVtodqhpT5oQ0C4b+jEKzHSQ/V/PTai24nu2nLtmxSWkM7qSvmA3VvwnzmoWYs hTP1I8ZWr+4Xmv7FUY7/xA== 0000905718-08-000264.txt : 20080219 0000905718-08-000264.hdr.sgml : 20080218 20080219164634 ACCESSION NUMBER: 0000905718-08-000264 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080219 DATE AS OF CHANGE: 20080219 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 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79770 FILM NUMBER: 08627063 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: TIMON PHILIP C CENTRAL INDEX KEY: 0001080175 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 920 EAST BALTMORE PIKE CITY: KENNETT SQUARE STATE: PA ZIP: 19348 BUSINESS PHONE: 215-563-8600 MAIL ADDRESS: STREET 1: 1515 MARKET STREET, SUITE 2000 CITY: PHILADELPHIA STATE: PA ZIP: 19102 SC 13G 1 tns13gfeb08.txt SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 TNS, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.001 par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 872960109 - -------------------------------------------------------------------------------- (CUSIP Number) February 14, 2008 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] 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 (however, see the Notes). CUSIP No. 872960109 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only): Mr. Philip C. Timon - -------------------------------------------------------------------------------- (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: United States - -------------------------------------------------------------------------------- Number of Shares Beneficially Owned by Each Reporting Person With (5) Sole Voting Power: 3,004,270* -------------------------------------- (6) Shared Voting Power: 0 -------------------------------------- (7) Sole Dispositive Power: 3,004,270* -------------------------------------- (8) Shared Dispositive Power: 0 -------------------------------------- - -------------------------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person: 3,004,270* - -------------------------------------------------------------------------------- (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): 12.4%* - -------------------------------------------------------------------------------- (12) Type of Reporting Person (See Instructions): IN - -------------------------------------------------------------------------------- *As of February 14, 2008 (the "Reporting Date"), Endowment Capital, L.P. and Long Drive, L.P., each a Delaware limited partnership (collectively, the "Limited Partnerships"), own in the aggregate 3,004,270 shares of the Common Stock, par value $0.001 per share (the "Shares"), of TNS, Inc., a Delaware corporation (the "Company"). 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 (the "Reporting Person") is the sole managing member of Endowment LLC. As a result, the Reporting Person possesses 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 report Date, for the purposes of Reg. Section 240.13(d)-3, the Reporting Person is deemed to be the beneficial owner of 3,004,270 Shares, or approximately 12.4%, of the Shares deemed issued and outstanding, as of the Reporting Date. THE BENEFICIAL OWNERSHIP OF THE SHARES REPORTED ON THIS SCHEDULE 13G WAS PREVIOUSLY REPORTED BY THE REPORTING PERSON ON SCHEDULE 13D, AS AMENDED. PURSUANT TO REG. SECTION 240.13d-1(c), AS OF THE REPORTING DATE, THE REPORTING PERSON IS ELIGIBLE TO REPORT THE SHARES BENEFICIALLY OWNED BY THE REPORTING PERSON ON SCHEDULE 13G. THE BENEFICIAL OWNERSHIP OF THE SHARES REPORTED ON THIS SCHEDULE 13G WAS PREVIOUSLY REPORTED BY MR. PHILIP TIMON (THE "REPORTING PERSON") ON SCHEDULE 13D, AS AMENDED. PURSUANT TO REG. SECTION 240.13d-1(c), AS OF THE REPORTING DATE, THE REPORTING PERSON IS ELIGIBLE TO REPORT THE SHARES BENEFICIALLY OWNED BY THE REPORTING PERSON ON SCHEDULE 13G. Item 1(a). Name Of Issuer: TNS, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 11480 Commerce Park Drive, Suite 600, Reston, VA 20191 Item 2(a). Name of Person Filing: Mr. Philip C. Timon Item 2(b). Address of Principal Business Office or, if None, Residence: 1515 Market Street, Suite 2000, Philadelphia, PA 19102 Item 2(c). Citizenship: United States Item 2(d). Title of Class of Securities: Common Stock, par value $0.001 per share Item 2(e). CUSIP No.: 872960109 Item 3. If This Statement Is Filed Pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether the Person Filing is a: Not Applicable. Item 4. Ownership (a) Amount Beneficially Owned (as of February 14, 2008): 3,004,270* (b) Percent of Class (as of February 14, 2008): 12.4%* *As of February 14, 2008 (the "Reporting Date"), Endowment Capital, L.P. and Long Drive, L.P., each a Delaware limited partnership (collectively, the "Limited Partnerships"), own in the aggregate 3,004,270 shares of the Common Stock, par value $0.001 per share (the "Shares"), of TNS, Inc., a Delaware corporation (the "Company"). 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 (the "Reporting Person") is the sole managing member of Endowment LLC. As a result, the Reporting Person possesses 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 report Date, for the purposes of Reg. Section 240.13(d)-3, the Reporting Person is deemed to be the beneficial owner of 3,004,270 Shares, or approximately 12.4%, of the Shares deemed issued and outstanding, as of the Reporting Date. THE BENEFICIAL OWNERSHIP OF THE SHARES REPORTED ON THIS SCHEDULE 13G WAS PREVIOUSLY REPORTED BY THE REPORTING PERSON ON SCHEDULE 13D, AS AMENDED. PURSUANT TO REG. SECTION 240.13d-1(c), AS OF THE REPORTING DATE, THE REPORTING PERSON IS ELIGIBLE TO REPORT THE SHARES BENEFICIALLY OWNED BY THE REPORTING PERSON ON SCHEDULE 13G. (c) Number of Shares as to which such person has: (i) sole power to vote or to direct the vote 3,004,270* (ii) shared power to vote or to direct the vote 0 (iii) sole power to dispose or to direct the disposition of 3,004,270* (iv) shared power to dispose or to direct the disposition of 0 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 or Control Person Not Applicable. Item 8. Identification and Classification of Members of the Group Not Applicable. 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 such securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. *As of the Reporting Date, the Limited Partnerships own in the aggregate 3,004,270 of the Shares, of the Company. Endowment LLC is the sole general partner of each of the Limited Partnerships. The Reporting Person is the sole managing member of Endowment LLC. As a result, the Reporting Person possesses 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 report Date, for the purposes of Reg. Section 240.13(d)-3, the Reporting Person is deemed to be the beneficial owner of 3,004,270 Shares, or approximately 12.4%, of the Shares deemed issued and outstanding, as of the Reporting Date. THE BENEFICIAL OWNERSHIP OF THE SHARES REPORTED ON THIS SCHEDULE 13G WAS PREVIOUSLY REPORTED BY THE REPORTING PERSON ON SCHEDULE 13D, AS AMENDED. PURSUANT TO REG. SECTION 240.13d-1(c), AS OF THE REPORTING DATE, THE REPORTING PERSON IS ELIGIBLE TO REPORT THE SHARES BENEFICIALLY OWNED BY THE REPORTING PERSON ON SCHEDULE 13G. 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. February 19, 2008 /s/ Philip C. Timon ------------------------------------- Philip C. Timon, in his capacity as sole managing member of Endowment Capital Group, LLC, the sole general partner of Endowment Capital, L.P. and Long Drive, L.P. Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) -----END PRIVACY-ENHANCED MESSAGE-----