X0201 4 2003-10-24 0 0000878726 TUESDAY MORNING CORP/DE TUES 0001135066 MADISON DEARBORN CAPITAL PARTNERS II LP 3 FIRST NATIONAL PLAZA STE 3600 CHICGO IL 80602 0 0 1 0 0001249301 MADISON DEARBORN PARTNERS II LP THREE FIRST NATIONAL PLAZA STE 3800 CHICAGO IL 60602 0 0 1 0 0001032234 MADISON DEARBORN PARTNERS INC C/O THREE FIRST NATIONAL PLAZA SUITE 1330 CHICAGO IL 60602 0 0 1 0 Common Stock 2003-10-24 4 S 0 5725000 31.75 D 15488526 D All of the shares reported are directly owned by Madison Dearborn Capital Partners II, L.P. ("MDCP II"). Madison Dearborn Partners II, L.P. ("MDP II") is the general partner of MDCP II and Madison Dearborn Partners, Inc. ("MDP Inc.") is the general partner of MDP II. MDP II and MDP Inc. may therefore be deemed to have shared voting and dispositive power with respect to all of the shares of common stock owned by MDP II. MDP II and MDP Inc. each expressly disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. Madison Dearborn Capital Partners II, L.P., by Madison Dearborn Partners II, L.P., its General Partner, by Madison Dearborn Partners, Inc., its General Partner, by Benjamin D. Chereskin, its Managing Director 2003-10-27 Madison Dearborn Partners II, L.P., by by Madison Dearborn Partners, Inc., its General Partner, by Benjamin D. Chereskin, its Managing Director 2003-10-27 Madison Dearborn Partners, Inc., by Benjamin D. Chereskin, its Managing Director 2003-10-27