SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 12
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 15, 2008
___________________________________________
(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. 879433860 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 : 8,781,410 shares
OWNED BY EACH REPORTING PERSON ________________________________
WITH :(8) SHARED OR NO VOTING POWER
: 5,666,200 shares (Shared)
2,145,137 shares (None)
________________________________
:(9) SOLE DISPOSITIVE POWER
: (Discretionary Accounts)
: 10,920,547 shares
________________________________
:(10) SHARED OR NO DISPOSITIVE POWER
: 5,666,200 shares (Shared)
6,000 shares (None)
___________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,592,747 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
29.0%
___________________________________________________________________
(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. 879433860 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
: 5,666,200 shares
________________________________
:(9) SOLE DISPOSITIVE POWER
:
: None
________________________________
:(10) SHARED DISPOSITIVE POWER
: 5,666,200 shares
___________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,666,200 shares
___________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES [ ]
___________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.9%
___________________________________________________________________
(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. 879433860 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 4. Purpose of Transaction
Item 4 of Southeastern's previously filed Schedule 13D's entitled
"Purpose of Transaction" is hereby amended and restated in its entirety as
follows:
The Securities reported in this filing have been purchased in the
ordinary course of business of Southeastern as a registered investment advisor,
and are held for investment purposes only on behalf of client accounts over
which Southeastern has either sole or shared discretionary investment or voting
power. Southeastern reviews the holdings of its client accounts on an ongoing
basis. As a result of such review, Southeastern may purchase additional
Securities on behalf of clients in the future, or may sell all or a part of the
current holdings of the Securities.
Southeastern is engaged in the business of investment management of its
clients' assets and pursues an investment philosophy of identifying undervalued
situations and acquiring positions in undervalued companies on behalf of its
clients. In pursuing this investment philosophy, Southeastern analyzes the
operations, capital structure and markets of companies in which its clients
invest and continuously monitors the business operations of such companies
through analysis of financial statements and other public documents, through
discussions with knowledgeable industry observers, and with management of such
companies, often at management's invitation.
In the case of the Issuer, Southeastern's clients have owned a position
since March 2001 because the stock has traded, and continues to trade, at a
substantial discount to Southeastern's appraisal of the Issuer's intrinsic
value. At various times since 2001, Southeastern has attempted to work with the
Issuer's management, other shareholders, and/or the Board in an effort to
address issues relevant to the Issuer's value, such as the Issuer's operations,
performance and business plans and strategies, and may continue to do so from
time to time in the future. Southeastern has understood that the Carlson
family controls the Issuer through ownership of Series A Common Shares, but
Southeastern has also assumed that it, along with other public shareholders,
had impartial representation by four independent directors.
Today, Southeastern is announcing its intention to withhold votes on
all independent directors standing for election at the May 22, 2008 Annual
Meeting, because we do not believe these candidates have adequately
represented the interests of public shareholders. Southeastern encourages
other shareholders to withhold their votes as well, for the following
reasons:
o In late 2007, a well-resourced, strategic acquirer made a
written, all-cash bid to purchase all of the Issuer at more
than a 50% premium to its average December 2007 trading
price, according to a reliable source;
o Southeastern considered the offer full and fair;
o Ted Carlson, the Issuer's Chairman and CEO, rejected the
offer;
o The offer was never publicly disclosed;
o After learning of the bid's rejection without public
disclosure, Southeastern wrote to the full Board demanding an
explanation;
o The Board wrote back and refused to comment on the bid, but
stated that it would "serve no valid business purpose for a
board of directors to attempt to take action that cannot
succeed due to the controlling shareholder's lack of
support."
o Further elaborating on their defeatist approach and
acquiescence to the will of the Carlsons, the directors
stated that "the fiduciary duties of directors under Delaware
law do not require them to take action that would be futile."
o Not satisfied with this answer, Southeastern addressed the
issue with one of the independent directors, requesting that
he and the other independent directors seek to persuade the
Board to engage with the bidder. The result was a second
letter from the full Board, reiterating the statements made
in the first.
Southeastern does not believe that the independent directors have been
proactive enough in seeking to persuade the Carlsons of the merits of the
proposed transaction. Southeastern believes the opportunity may still be
available at a substantial premium to today's trading price if the Issuer would
negotiate with the bidder. We believe the independent directors should have
sought an outside, independent opinion regarding the merits of the proposed
transaction, and have a duty to act as an advocate for the interests of public
shareholders. A defeatist attitude that efforts on behalf of public
shareholders might be "futile" is not what Southeastern considers adequate
representation by independent directors.
Furthermore, Southeastern is at a loss to explain how even the Carlson
family could refuse to pursue such an opportunity. In its 33 years of
successful investing and partnering with management teams all over the world,
Southeastern has never seen such irrational investment behavior. In addition,
Southeastern believes that the public should have been made aware of this
significant and material bid, and that it was irresponsible to withhold the
information.
For these reasons, Southeastern encourages other shareholders to
withhold votes for the independent directors.
Item 5. Interest in Securities of the Issuer
Item 5 shall be amended and restated as follows:
(a) The aggregate number and percentage of Securities to which
this Schedule 13D relates is 16,592,747 shares of the Special Common Stock of
the Issuer, constituting approximately 29.0% of the 57,234,617 shares
outstanding.
Common % of outstanding
Shares Held Common Shares
___________________________________________________________________
Voting Authority
Sole: 8,781,410 15.3%
Shared: 5,666,200* 9.9%
None: 2,145,137 3.8%
Total 16,592,747 29.0%
*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: 10,920,547 19.1%
Shared: 5,666,200* 9.9%
None: 6,000 0.0%
Total 16,592,747 29.0%
*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) Transactions in the Securities during the last sixty days are
attached as Schedule II.
(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.
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: May 15, 2008
SOUTHEASTERN ASSET MANAGEMENT, INC.
By /s/ Andrew R. McCarroll
_______________________________
Andrew R. McCarroll
Vice President & General Counsel
LONGLEAF PARTNERS FUND
By Southeastern Asset Management, Inc.
By /s/ Andrew R. McCarroll
_______________________________________________
Andrew R. McCarroll
Vice President and General Counsel
O. MASON HAWKINS
(Individually)
/s/ O. Mason Hawkins
_______________________________
Joint Filing Agreement
In accordance with Rule 13d-1(k) 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. 12 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. 12 to Schedule
13D. In evidence thereof, the undersigned hereby execute this Agreement as
of May 15, 2008.
Southeastern Asset Management, Inc.
By: /s/ Andrew R. McCarroll
__________________________________
Andrew R. McCarroll
Vice President and General Counsel
Longleaf Partners Fund
By Southeastern Asset Management, Inc.
By /s/ Andrew R. McCarroll
_______________________________________________
Andrew R. McCarroll
Vice President and General Counsel
O. Mason Hawkins, Individually
/s/ O. Mason Hawkins
_______________________________
SCHEDULE II
Transaction Type Date # of Shares Price per Share*
Sale 04/02/08 22,000 $38.73
Sale 04/02/08 3,000 $38.73
Sales by a Southeastern private account client pursuant to a letter of
instruction, in the ordinary course of business on the American Stock
Exchange or through Electronic Communication Networks (ECNs). In
addition to the above transactions, on March 20, April 10, and
April 26, 2008, clients of Southeastern terminating their advisory
relationship removed 7,000; 43,000; and 19,000 shares (respectively)
from Southeastern's discretion.
* Net of commissions.
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