-----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, V5hEkS1EpEKKBg66gvh9P1CHO6T8S9Hx+K5kzWmy7uLvlLTssy9LY1ZbPs1VqBx9 6pRi4iHPx8djituPjwvXSw== 0000906280-00-000041.txt : 20000225 0000906280-00-000041.hdr.sgml : 20000225 ACCESSION NUMBER: 0000906280-00-000041 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000224 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CENTURYTEL INC CENTRAL INDEX KEY: 0000018926 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 720651161 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-10855 FILM NUMBER: 552654 BUSINESS ADDRESS: STREET 1: P O BOX 4065 STREET 2: 100 CENTURY PARK DR CITY: MONROE STATE: LA ZIP: 71203 BUSINESS PHONE: 3183889000 MAIL ADDRESS: STREET 1: 100 CENTURY PARK DR STREET 2: P O BOX 4065 CITY: MONROE STATE: LA ZIP: 71203 FORMER COMPANY: FORMER CONFORMED NAME: CENTURY TELEPHONE ENTERPRISES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CENTRAL TELEPHONE & ELECTRONICS CORP DATE OF NAME CHANGE: 19720512 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CENTURYTEL INC CENTRAL INDEX KEY: 0000018926 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 720651161 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: P O BOX 4065 STREET 2: 100 CENTURY PARK DR CITY: MONROE STATE: LA ZIP: 71203 BUSINESS PHONE: 3183889000 MAIL ADDRESS: STREET 1: 100 CENTURY PARK DR STREET 2: P O BOX 4065 CITY: MONROE STATE: LA ZIP: 71203 FORMER COMPANY: FORMER CONFORMED NAME: CENTURY TELEPHONE ENTERPRISES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CENTRAL TELEPHONE & ELECTRONICS CORP DATE OF NAME CHANGE: 19720512 SC 13G 1 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. -1- 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 - ------------------------------------------------------------------------------ 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 - ------------------------- (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. -2- 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) -3- (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
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. -4- 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 -5- 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 -6- 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. -----END PRIVACY-ENHANCED MESSAGE-----