0000807985-05-000028.txt : 20120629 0000807985-05-000028.hdr.sgml : 20120629 20050223162036 ACCESSION NUMBER: 0000807985-05-000028 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050223 DATE AS OF CHANGE: 20050223 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TELEPHONE & DATA SYSTEMS INC /DE/ CENTRAL INDEX KEY: 0001051512 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 362669023 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55069 FILM NUMBER: 05634586 BUSINESS ADDRESS: STREET 1: 30 NORTH LASALLE STREET STREET 2: STE 4000 CITY: CHICAGO STATE: IL ZIP: 60602 BUSINESS PHONE: 3126301900 MAIL ADDRESS: STREET 1: 30 NORTH LASALLE STREET STREET 2: STE 4000 CITY: CHICAGO STATE: IL ZIP: 60602 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHEASTERN ASSET MANAGEMENT INC/TN/ CENTRAL INDEX KEY: 0000807985 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 620951781 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 6410 POPLAR AVENUE STE 900 CITY: MEMPHIS STATE: TN ZIP: 38119 BUSINESS PHONE: 9017612474 MAIL ADDRESS: STREET 1: 6410 POPLAR AVENUE STREET 2: SUITE 900 CITY: MEMPHIS STATE: TN ZIP: 38119 FORMER COMPANY: FORMER CONFORMED NAME: PROFESSIONAL PORTFOLIO MANAGEMENT INC DATE OF NAME CHANGE: 19890314 FORMER COMPANY: FORMER CONFORMED NAME: SOUTHEASTERN ASSET MANAGEMENT INC DATE OF NAME CHANGE: 19880622 SC 13D/A 1 tds13d-a1.txt TELEPHONE AND DATA SYSTEMS, INC. 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No. 1 Telephone and Data Systems, Inc. ___________________________________________ (Name of Issuer) Common Stock ___________________________________________ (Title of Class and Securities) 879433100 ___________________________________________ (CUSIP Number of Class of Securities) O. Mason Hawkins Chairman of the Board and C.E.O. and Andrew R. McCarroll Vice President & General Counsel Southeastern Asset Management, Inc. 6410 Poplar Avenue; Suite 900 Memphis, TN 38119 (901) 761-2474 ___________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 18, 2005 ___________________________________________ (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 which 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: [ ] CUSIP No. 879433100 13D ___________________________________________________________________ (1) NAMES OF REPORTING PERSONS Southeastern Asset Management, Inc. I.D. No. 62-0951781 ___________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (b) X ___________________________________________________________________ (3) SEC USE ONLY ___________________________________________________________________ (4) SOURCE OF FUNDS OO: Funds of investment advisory clients ___________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [X] ___________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Tennessee ___________________________________________________________________ :(7) SOLE VOTING POWER : (Discretionary Accounts) NUMBER OF SHARES BENEFICIALLY : 5,941,957 shares OWNED BY EACH REPORTING PERSON ________________________________ WITH :(8) SHARED OR NO VOTING POWER : 3,598,500 shares (Shared) 2,082,000 shares (None) ________________________________ :(9) SOLE DISPOSITIVE POWER : (Discretionary Accounts) : 8,014,957 shares ________________________________ :(10) SHARED OR NO DISPOSITIVE POWER : 3,598,500 shares (Shared) 9,000 shares (None) ___________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,622,457 shares ___________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [X] See Item 5(a) ___________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 22.8% ___________________________________________________________________ (14) TYPE OF REPORTING PERSON IA ___________________________________________________________________ Note: All shares identified above are shares of the Issuer?s class of Common Stock, and the percentage in Row 13 above relates to such class of Common Stock. CUSIP No. 879433100 13D ___________________________________________________________________ (1) NAMES OF REPORTING PERSONS Longleaf Partners Fund I.D. No. 63-6147721 ___________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (b) X ___________________________________________________________________ (3) SEC USE ONLY ___________________________________________________________________ (4) SOURCE OF FUNDS OO: Funds of investment company shareholders ___________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ___________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts ___________________________________________________________________ :(7) SOLE VOTING POWER : NUMBER OF SHARES BENEFICIALLY : None OWNED BY EACH REPORTING PERSON ________________________________ WITH :(8) SHARED VOTING POWER : 3,598,500 shares ________________________________ :(9) SOLE DISPOSITIVE POWER : : None ________________________________ :(10) SHARED DISPOSITIVE POWER : 3,598,500 shares ___________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,598,500 shares ___________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ] ___________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 7.1% ___________________________________________________________________ (14) TYPE OF REPORTING PERSON IV ___________________________________________________________________ Note: All shares identified above are shares of the Issuer?s class of Common Stock, and the percentage in Row 13 above relates to such class of Common Stock. CUSIP No. 879433100 13D ___________________________________________________________________ (1) NAMES OF REPORTING PERSONS O. Mason Hawkins I.D. No. XXX-XX-XXXX ___________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (b) X ___________________________________________________________________ (3) SEC USE ONLY ___________________________________________________________________ (4) SOURCE OF FUNDS OO: None ___________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ___________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Citizen of United States ___________________________________________________________________ :(7) SOLE VOTING POWER : (Discretionary Accounts) NUMBER OF SHARES BENEFICIALLY : None OWNED BY EACH REPORTING PERSON ________________________________ WITH :(8) SHARED VOTING POWER : None ________________________________ :(9) SOLE DISPOSITIVE POWER : None ________________________________ :(10) SHARED DISPOSITIVE POWER : None ___________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None (See Item 2) ___________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ] ___________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.0% ___________________________________________________________________ (14) TYPE OF REPORTING PERSON IN ___________________________________________________________________ Note: All shares identified above are shares of the Issuer?s class of Common Stock, and the percentage in Row 13 above relates to such class of Common Stock. Item 4. Purpose of Transaction The following is added to Item 4: On February 18, 2005, Telephone and Data Systems, Inc., a Delaware corporation (the "Issuer"), issued a press release announcing that it will distribute one Special Common Share in the form of a stock dividend for each outstanding Common Share and Series A Common Share of the Issuer, subject to shareholder approval of an amendment to the Issuer's Restated Certificate of Incorporation that would increase the authorized number of Special Common Shares from 20 million to 165 million. In its press release, the Issuer stated that the new Special Common Shares would provide the Issuer with greater strategic and financial flexibility and a more flexible capital structure, and that at some point in the future, the Issuer may make an offer to issue new Special Common Shares in exchange for all of the common shares of United States Cellular Corporation that are not owned by the Issuer. The Issuer stated that it currently owns approximately 82 percent of United States Cellular common stock. Southeastern Asset Management, Inc. ("Southeastern") views the Issuer's announcement on February 18, 2005 as a positive step and, as a result, Southeastern advised the Issuer that (i) Longleaf Partners Fund ("Longleaf") is withdrawing its shareholder proposal for the Issuer's 2005 annual meeting, which was submitted to the Issuer pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, (ii) Longleaf will not nominate any candidates to stand for election to the Issuer's board of directors at the Issuer's 2005 annual meeting, although Southeastern did suggest one board candidate to management of the Issuer for its consideration, and (iii) Southeastern and Longleaf support the Issuer's management in its efforts to rationalize the Issuer's capital structure. While Southeastern and Longleaf will continue to monitor their investment in the Issuer and reserve all rights that they may have with respect to such investment, including the right to nominate directors of the Issuer in the future, they are encouraged by the Issuer's recent actions and expect to work constructively with the Issuer's management to achieve recognition of the Issuer's value. 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. Dated: February 23, 2005 SOUTHEASTERN ASSET MANAGEMENT, INC. By /s/ Andrew R. McCarroll _______________________________ Andrew R. McCarroll Vice President & General Counsel LONGLEAF PARTNERS FUND By /s/ O. Mason Hawkins _______________________________ O. Mason Hawkins Trustee and Co-Portfolio Manager O. MASON HAWKINS (Individually) /s/ O. Mason Hawkins _______________________________ Joint Filing Agreement In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of this Amendment No. 1 to Schedule 13D with respect to the Securities of the Issuer and further agree that this joint filing agreement be included as an exhibit to this Amendment No. 1 to Schedule 13D. In evidence thereof, the undersigned hereby execute this Agreement as of February 23, 2005. Southeastern Asset Management, Inc. By: /s/ Andrew R. McCarroll __________________________________ Andrew R. McCarroll Vice President and General Counsel Longleaf Partners Fund By: /s/ O. Mason Hawkins _______________________________ O. Mason Hawkins Trustee and Co-Portfolio Manager O. Mason Hawkins, Individually /s/ O. Mason Hawkins _______________________________ 1