SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 14
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)
December 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 : 7,989,710 shares
OWNED BY EACH REPORTING PERSON ________________________________
WITH :(8) SHARED OR NO VOTING POWER
: 5,666,200 shares (Shared)
1,808,354 shares (None)
________________________________
:(9) SOLE DISPOSITIVE POWER
: (Discretionary Accounts)
: 9,792,064 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
15,464,264 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
27.9%
___________________________________________________________________
(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
10.2%
___________________________________________________________________
(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 entitled "Purpose of
Transaction" is hereby amended and supplemented by adding the following at the
end thereof:
On December 15, 2008, Longleaf Partners Fund submitted to the Issuer a
shareholder proposal pursuant to Rule 14a-8 under the Securities Exchange Act
of 1934, to be voted on by shareholders at the Issuer's 2009 annual meeting.
The shareholder proposal requests that the Board take all steps necessary to
recapitalize the Issuer's common equity structure into one class of common
stock to result in all shares of common stock having one vote per share on all
matters.
Southeastern and/or one or more of its affiliates and investment advisory
clients, including Longleaf Partners Fund (collectively, the "Southeastern
Group"), may purchase from time to time in open market or privately negotiated
transactions additional Securities, or options or derivatives related thereto.
From time to time, one or more members of the Southeastern Group may also hold
discussions or otherwise communicate with the Issuer's management, Board and
other representatives of the Issuer, as well as other shareholders of the
Issuer or other relevant parties, to discuss potential strategic alternatives
available to the Issuer, including, but not limited to, a recapitalization, a
sale of all or a portion of the Issuer or other matters that may include one or
more of the other actions described in subsections (a) through (j) of Item 4 of
Schedule 13D. The Southeastern Group may also seek representation on the Board
of Directors of the Issuer or pursue other available courses of action. In
addition, the Southeastern Group may determine to dispose of all or a portion
of its Securities.
Except as set forth above, none of the Reporting Persons has any plans or
proposals which relate to, or could result in, any of the matters referred to
in subsections (a) through (j) of Item 4 of Schedule 13D. Each member of the
Southeastern Group may, at any time, review or reconsider its position with
respect to the Issuer and formulate plans or proposals with respect to any of
such matters.
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 15,464,264 shares of the Special Common Stock of
the Issuer, constituting approximately 27.9% of the 55,457,401 shares
outstanding.
Common % of outstanding
Shares Held Common Shares
___________________________________________________________________
Voting Authority
Sole: 7,989,710 14.4%
Shared: 5,666,200* 10.2%
None: 1,808,354 3.3%
Total 15,464,264 27.9%
*Shares owned by Longleaf Partners Fund, a series of Longleaf Partners Funds
Trust. Does not include 28,729 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: 9,792,064 17.7%
Shared: 5,666,200* 10.2%
None: 6,000 0.0%
Total 15,464,264 27.9%
*Shares owned by Longleaf Partners Fund, a series of Longleaf Partners Funds
Trust. Does not include 28,729 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: December 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 December 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 10/16/08 4,700 $22.98
Sale 10/16/08 6,500 $22.98
Sale 10/16/08 1,800 $22.98
Sale 10/17/08 415 $24.96
Sale 10/17/08 10,585 $24.11
Sale 10/24/08 26,000 $22.73
Sale 10/24/08 3,000 $22.73
Sale 10/24/08 5,000 $22.73
Sale 11/13/08 5,500 $28.49
Sale 12/02/08 8,500 $29.56
Sale 12/03/08 600 $30.20
Sale 12/03/08 2,900 $29.56
Sale 12/03/08 7,300 $29.56
Sale 12/03/08 1,800 $29.57
Sale 12/03/08 5,000 $29.97
Sale 12/03/08 4,000 $29.56
Sale 12/03/08 2,391 $29.97
Sale 12/03/08 400 $29.57
Sale 12/03/08 8,600 $29.56
Sale 12/03/08 4,000 $29.97
Sale 12/04/08 6,900 $29.73
Sale 12/04/08 100 $29.73
Sale 12/04/08 6,000 $28.74
Sale 12/04/08 2,000 $29.73
Sale 12/04/08 2,000 $28.75
Sale 12/04/08 5,739 $29.73
Sale 12/04/08 5,000 $28.74
Sale 12/05/08 500 $28.93
Sale 12/05/08 7,000 $28.93
Sale 12/05/08 4,000 $28.93
Sale 12/05/08 22,500 $28.93
Sale 12/05/08 4,537 $29.02
Sale 12/05/08 9,000 $28.93
Sale 12/05/08 23,061 $28.93
Sale 12/05/08 4,866 $28.93
Sale 12/08/08 100 $29.15
Sale 12/08/08 1,345 $29.36
Sale 12/08/08 1,818 $29.18
Sale 12/08/08 9,500 $29.18
Sale 12/08/08 3,682 $29.18
Sale 12/08/08 4,000 $29.18
Sale 12/08/08 12,100 $29.18
Sale 12/09/08 6,318 $29.51
Sale 12/09/08 12,800 $29.51
Sale 12/09/08 4,275 $29.51
Sale 12/09/08 1,909 $29.51
Sale 12/09/08 4,091 $29.51
Sale 12/09/08 8,034 $29.51
Sale 12/09/08 11,966 $29.51
Sale 12/10/08 2,725 $29.45
Sale 12/10/08 3,500 $29.45
Sale 12/10/08 7,300 $29.45
Sale 12/10/08 2,843 $29.45
Sale 12/10/08 1,609 $29.45
Sale 12/10/08 2,391 $29.45
Sale 12/10/08 13,000 $29.45
Sale 12/11/08 20,157 $29.26
Sale 12/11/08 6,626 $29.26
Sale 12/11/08 8,000 $29.26
Sale 12/11/08 16,634 $29.26
Sale 12/11/08 3,366 $29.26
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).
* Net of commissions.
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