SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Telephone and Data Systems, Inc.
___________________________________________
(Name of Issuer)
Special Common Stock
___________________________________________
(Title of Class and Securities)
879433860
___________________________________________
(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)
May 13, 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 : 5,951,915 shares
OWNED BY EACH REPORTING PERSON ________________________________
WITH :(8) SHARED OR NO VOTING POWER
: 3,598,500 shares (Shared)
2,070,800 shares (None)
________________________________
:(9) SOLE DISPOSITIVE POWER
: (Discretionary Accounts)
: 8,013,715 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
11,621,215 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
20.2%
___________________________________________________________________
(14) TYPE OF REPORTING PERSON
IA
___________________________________________________________________
Note: All shares identified above are shares of the Issuer's class of Special
Common Stock, and the percentage in Row 13 above relates to such class of
Special 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
6.3%
___________________________________________________________________
(14) TYPE OF REPORTING PERSON
IV
___________________________________________________________________
Note: All shares identified above are shares of the Issuer's class of Special
Common Stock, and the percentage in Row 13 above relates to such class of
Special 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 Special
Common Stock, and the percentage in Row 13 above relates to such class of
Special Common Stock.
Item 1. Security and Issuer
The securities to which this statement on Schedule 13D relates are
the Special Common Shares (the "Securities") of Telephone and Data Systems,
Inc., a Delaware corporation (the "Issuer"). The Issuer has its principal
executive offices located at 30 North LaSalle Street, Chicago, Illinois, 60602.
Item 2. Identity and Background
Subparagraphs (a), (b), and (c). This statement is being filed by
Southeastern Asset Management, Inc. ("Southeastern"), an investment advisor
registered with the Securities and Exchange Commission ("SEC")under the
Investment Advisers Act of 1940, as amended. The address of its principal
office is 6410 Poplar Avenue, Suite 900, Memphis, Tennessee 38119.
Southeastern serves as an investment advisor to various individual clients,
institutions(including qualified retirement plans), endowment funds and to
Longleaf Partners Fund, a series of Longleaf Partners Funds Trust, a registered
investment company organized as a Massachusetts business trust and having three
series of portfolios.
The Securities of the Issuer reported in Item 5 herein were acquired
on behalf of the investment advisory clients of Southeastern, including
Longleaf Partners Fund, under sole or shared discretionary authority granted
Southeastern. None of the Securities are owned by or on behalf of Southeastern
or by any of its directors or officers, or any Trustees or officers of
Longleaf.
This statement is also being filed by Mr. O. Mason Hawkins,
Chairman of the Board and Chief Executive Officer of Southeastern, in the event
he could be deemed to be an indirect beneficial owner of the Securities
reported by Southeastern through the exercise of voting control and/or
dispositive power over the Securities as the result of his official positions
or ownership of voting securities of Southeastern. Neither Southeastern nor
Mr. Hawkins owns any Securities for its or his own account and each disclaims
beneficial interest in any of the Securities reported herein.
Longleaf Partners Fund and Mr. Hawkins, each of whom is a joint
filer of this Schedule 13D, may be reached c/o Southeastern Asset Management,
Inc., 6410 Poplar Avenue, Suite 900, Memphis, Tennessee 38119.
(d) During the last five years, neither Southeastern, Longleaf
Partners Fund, nor Mr. Hawkins has been convicted in any criminal proceeding.
(e) During the last five years, neither Southeastern, Longleaf
Partners Fund, nor Mr. Hawkins has been a party to any civil or administrative
proceeding which resulted in a judgment, decree or final order enjoining future
violations, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws, except as
follows: in February 2004, Southeastern and Longleaf Partners Small-Cap Fund, a
separate series of Longleaf Partners Funds Trust, were named in a Complaint
filed by The MONY Group, Inc. (MONY) in the US District Court for the Southern
District of New York alleging that Southeastern and the Small-Cap Fund had
violated Sections 14(a) and 13(d) of the Securities Exchange Act of 1934 with
respect to their activities opposing the acquisition of MONY by AXA Financial.
MONY obtained a preliminary injunction against Southeastern, the Small-Cap Fund
and other unaffiliated parties enjoining distribution of a duplicate copy of
MONY's proxy card, a strategy Southeastern and the Small-Cap Fund's legal
counsel had first reviewed with the staff of the SEC's Division of Corporate
Finance (the "Staff"). The Staff of the SEC had advised Southeastern's legal
counsel that such a strategy was permitted if certain conditions were
satisfied. The Staff, on two occasions, also furnished the Federal courts with
a letter which confirmed the Staff's position which had been given orally to
Southeastern's counsel. Even though Southeastern and the Small-Cap Fund
satisfied the conditions outlined by the Staff, in light of the litigation,
neither of them actually distributed a duplicate of MONY's proxy card. At
MONY's May 18, 2004 meeting, MONY's shareholders approved the acquisition by
AXA, and MONY subsequently dismissed its lawsuit against Southeastern and the
Small-Cap Fund with prejudice.
(f) Southeastern is a corporation organized and existing under the
laws of the State of Tennessee; Longleaf Partners Funds Trust, of which
Longleaf Partners Fund is a series, is a Massachusetts business trust. Mr.
Hawkins is a citizen of the United States. The names, business addresses, and
principal occupations of each director and executive officer of Southeastern,
and each Trustee of Longleaf Partners Fund are set forth in Schedule I.
Item 3. Source and Amount of Funds or Other Consideration
The Securities were distributed as part of a stock dividend, which was
issued on May 13, 2005. The respective investment advisory clients of
Southeastern received one share of the Securities for each share of the
Issuer's Common Stock held of record on April 29, 2005. All assets used to
purchase the Issuer's Common Stock were assets of these respective clients and
none were assets of Southeastern. In addition, none of the proceeds used to
purchase the Common Stock were provided through borrowings of any nature.
Item 4. Purpose of Transaction
On December 27, 2004 Southeastern filed a Schedule 13D with respect
to the Common Stock of the Issuer. This report was amended on February 23,
2005 after the Issuer announced its intention to 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. On May 13, 2005, the Special Common
Shares were received by the investment advisory clients of Southeastern as part
of that distribution. Southeastern hereby incorporates by reference the
statements made in Item 4 of its December 27, 2004 and February 23, 2005 13D
filings, as they may now be deemed to apply to the Special Common class shares
held.
Item 5. Interest in Securities of the Issuer
(a) The aggregate number and percentage of Securities to which
this Schedule 13D relates is 11,621,215 shares of the Special Common Stock of
the Issuer, constituting approximately 20.2% of the 57,550,316 shares
outstanding.
Common % of outstanding
Shares Held Common Shares
___________________________________________________________________
Voting Authority
Sole: 5,951,915 10.3%
Shared: 3,598,500* 6.3%
None: 2,070,800 3.6%
Total 11,621,215 20.2%
*Shares owned by Longleaf Partners Fund, a series of Longleaf Partners Funds
Trust. Does not include 84,000 shares held by one non-discretionary account
over which the filing parties have neither voting nor dispositive authority.
Beneficial ownership is expressly disclaimed with respect to these shares.
Dispositive Authority
Sole: 8,013,715 13.9%
Shared: 3,598,500* 6.3%
None: 9,000 0.0%
Total 11,621,215 20.2%
*Shares owned by Longleaf Partners Fund, a series of Longleaf Partners Funds
Trust. Does not include 84,000 shares held by one non-discretionary account
over which the filing parties have neither voting nor dispositive authority.
Beneficial ownership is expressly disclaimed with respect to these shares.
(b) Southeastern generally has the sole power to dispose of or to
direct the disposition of the Securities held for discretionary accounts of its
investment clients, and may be granted the sole power to vote or direct the
vote of such Securities; such powers may be retained by or shared with the
respective clients for shared or non-discretionary accounts, for which
Southeastern generally makes recommendations with respect thereto. Shares held
by any Series of Longleaf Partners Funds Trust are reported in the "shared"
category.
(c) There have been no purchases or sales of the Securities during
the last sixty days.
(d) The investment advisory clients of Southeastern have the sole
right to receive and, subject to notice, to withdraw the proceeds from the sale
of the Securities, and the sole power to direct the receipt of dividends from
any of the Securities held for their respective accounts. Such clients may
also terminate the investment advisory agreements without penalty upon
appropriate notice. Southeastern does not have an economic interest in any of
the Securities reported herein.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
The powers of disposition with respect to Securities owned by
discretionary private accounts of Southeastern are established in written
investment advisory agreements between clients and Southeastern, which are
entered into in the normal and usual course of the business of Southeastern as
a registered investment advisor and which are generally applicable to all
securities purchased for the benefit of each such discretionary private
account. There are no special or different agreements relating to the
Securities of the Issuer.
The written investment advisory agreements with clients do not
contain provisions relating to borrowing of funds to finance the acquisition of
the Securities, acquisition of control, transfer of securities, joint ventures,
or any of the other transactions listed in the instructions to Item 7 of
Schedule 13D other than voting of proxies. In connection with voting,
Southeastern may be allowed or directed to vote the proxies received by
accounts classified as "discretionary" or "shared" accounts; such authority is
generally retained by the clients for accounts classified as "non-
discretionary".
Item 7. Material to be Filed as an Exhibit
Schedule I. Information with Respect to Directors and Officers of Southeastern
Asset Management, Inc. and Longleaf Partners Fund.
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: June 7, 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 June 7, 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
______________________________
SCHEDULE I
Information with Respect to Executive
Officers and Directors
The following information is disclosed for each of the directors and
executive officers of Southeastern: name; business address; and present
principal occupation or employment and the name, principal business and address
of any corporation or other organization in which such employment is
conducted. Unless otherwise specified, the principal employer of each such
individual is Southeastern Asset Management, Inc., having its principal
executive offices located at 6410 Poplar Ave., Suite 900, Memphis, Tennessee
38119. Each individual identified below is a citizen of the United States.
To the knowledge of management of Southeastern, during the last five years,
no such person has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), and no such person was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which he was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities law or finding any violation with respect to
such laws, except as follows: in February 2004, Southeastern and Longleaf
Partners Small-Cap Fund, a separate series of Longleaf Partners Funds Trust,
were named in a Complaint filed by The MONY Group, Inc. (MONY) in the US
District Court for the Southern District of New York alleging that Southeastern
and the Small-Cap Fund had violated Sections 14(a) and 13(d) of the Securities
Exchange Act of 1934 with respect to their activities opposing the acquisition
of MONY by AXA Financial. MONY obtained a preliminary injunction against
Southeastern, the Small-Cap Fund and other unaffiliated parties enjoining
distribution of a duplicate copy of MONY's proxy card, a strategy Southeastern
and the Small-Cap Fund's legal counsel had first reviewed with the staff of the
SEC's Division of Corporate Finance (the "Staff"). The Staff of the SEC had
advised Southeastern's legal counsel that such a strategy was permitted if
certain conditions were satisfied. The Staff, on two occasions, also furnished
the Federal courts with a letter which confirmed the Staff's position which had
been given orally to Southeastern's counsel. Even though Southeastern and the
Small-Cap Fund satisfied the conditions outlined by the Staff, in light of the
litigation, neither of them actually distributed a duplicate of MONY's proxy
card. At MONY's May 18, 2004 meeting, MONY's shareholders approved the
acquisition by AXA, and MONY subsequently dismissed its lawsuit against
Southeastern and the Small-Cap Fund with prejudice.
SOUTHEASTERN ASSET MANAGEMENT, INC.
Directors
O. Mason Hawkins: Director, Chairman of the Board and Chief Executive Officer
of Southeastern Asset Management, Inc.; Trustee and Co-Portfolio Manager of
Longleaf Partners Fund.
G. Staley Cates: Director and President of Southeastern Asset Management,
Inc.; Co-Portfolio Manager Longleaf Partners Fund.
Frank N. Stanley, III: Director and Vice President of Southeastern Asset
Management, Inc.
Other Officers
James H. Barton Vice President
John B. Buford Vice President
Deborah L. Craddock Vice President-Trading
Julie M. Douglas CFO-Mutual Funds
C. T. Fitzpatrick Vice President
Lee B. Harper Vice President
Randy D. Holt Vice President and Secretary
Andrew R. McCarroll Vice President and General Counsel
E. Andrew McDermott Vice President
John McFadden CCO-Mutual Funds
Joseph L. Ott Vice President and Treasurer
James E. Thompson, Jr. Vice President
Michael J. Wittke Legal Counsel and CCO
LONGLEAF PARTNERS FUND
The following information is disclosed for each of the trustees of
Longleaf Partners Fund: name; address; and present principal occupation or
employment and the name, principal business and address of any corporation or
other organization in which such employment is conducted. Each individual
identified below is a citizen of the United States. The address of each
individual for purposes of correspondence is c/o Southeastern Asset Management,
Inc., 6410 Poplar Avenue, Suite 900, Memphis, Tennessee 38119.
To the knowledge of management of Longleaf Partners Fund, during
the last five years, no such person has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), and no such person was
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities law or finding any violation
with respect to such laws, except as follows: in February 2004, Southeastern
and Longleaf Partners Small-Cap Fund, a separate series of Longleaf Partners
Funds Trust, were named in a Complaint filed by The MONY Group, Inc. (MONY) in
the US District Court for the Southern District of New York alleging that
Southeastern and the Small-Cap Fund had violated Sections 14(a) and 13(d) of
the Securities Exchange Act of 1934 with respect to their activities opposing
the acquisition of MONY by AXA Financial. MONY obtained a preliminary
injunction against Southeastern, the Small-Cap Fund and other unaffiliated
parties enjoining distribution of a duplicate copy of MONY's proxy card, a
strategy Southeastern and the Small-Cap Fund's legal counsel had first reviewed
with the staff of the SEC's Division of Corporate Finance (the "Staff"). The
Staff of the SEC had advised Southeastern's legal counsel that such a strategy
was permitted if certain conditions were satisfied. The Staff, on two
occasions, also furnished the Federal courts with a letter which confirmed the
Staff's position which had been given orally to Southeastern's counsel. Even
though Southeastern and the Small-Cap Fund satisfied the conditions outlined by
the Staff, in light of the litigation, neither of them actually distributed a
duplicate of MONY's proxy card. At a May 18, 2004 meeting, MONY shareholders
approved the acquisition by AXA, and MONY subsequently dismissed its lawsuit
against Southeastern and the Small-Cap Fund with prejudice.
Trustees
O. Mason Hawkins: Director, Chairman of the Board and Chief Executive Officer
of Southeastern Asset Management, Inc.; Trustee and Co-Portfolio Manager of
Longleaf Partners Fund.
Chadwick H. Carpenter, Jr.: Trustee of Longleaf Partners Funds; private
investor and consultant.
Margaret H. Child: Trustee of Longleaf Partners Funds; private investor and
consultant.
Daniel W. Connell, Jr.: Trustee of Longleaf Partners Funds; private investor
and consultant.
Rex M. Deloach: Trustee of Longleaf Partners Funds; President, Financial
Insights, Inc.
Steven N. Melnyk: Trustee of Longleaf Partners Funds; private investor and
consultant.
C. Barham Ray: Trustee of Longleaf Partners Funds; Chairman of the Board and
Secretary, SSM Corporation.
Perry C. Steger: Chairman of the Board of Longleaf Partners Funds; President,
Steger and Bizzell Engineering, Inc.