SC 13D/A 1 tds13d-a2.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. 2 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) June 24, 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 : 5,800,615 shares OWNED BY EACH REPORTING PERSON ________________________________ WITH :(8) SHARED OR NO VOTING POWER : 3,441,600 shares (Shared) 1,727,800 shares (None) ________________________________ :(9) SOLE DISPOSITIVE POWER : (Discretionary Accounts) : 7,519,415 shares ________________________________ :(10) SHARED OR NO DISPOSITIVE POWER : 3,441,600 shares (Shared) 9,000 shares (None) ___________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,970,015 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 21.5% ___________________________________________________________________ (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 : 3,441,600 shares ________________________________ :(9) SOLE DISPOSITIVE POWER : : None ________________________________ :(10) SHARED DISPOSITIVE POWER : 3,441,600 shares ___________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,441,600 shares ___________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ] ___________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 6.7% ___________________________________________________________________ (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 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 10,970,015 shares of the common stock of the Issuer, constituting approximately 21.5% of the 51,125,217 shares outstanding. Common % of outstanding Shares Held Common Shares ___________________________________________________________________ Voting Authority Sole: 5,800,615 11.3% Shared: 3,441,600* 6.7% None: 1,727,800 3.4% Total 10,970,015 21.5% *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: 7,519,415 14.7% Shared: 3,441,600* 6.7% None: 9,000 0.0% Total 10,970,015 21.5% *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 past 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: June 28, 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 28, 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 II Transactions in the Last Sixty Days Transaction Type Date # of Shares Price per Share** Sale 06/24/05 275,200* $39.82 Sale 06/14/05 6,700 $40.30 Sale 06/13/05 10,700 $39.83 Sale 06/10/05 15,600 $39.51 Purchase 05/10/05 7,000 $76.05 Purchase 05/05/05 4,200 $76.19 Purchase 05/04/05 11,000 $76.18 Purchase 05/03/05 17,800 $76.18 Sale 04/27/05 11,200 $76.09 Purchases and sales by Southeastern's private account clients, unless otherwise indicated, in the ordinary course of business on the American Stock Exchange or through Electronic Communication Networks (ECNs). * Includes sales by Longleaf Partners Fund of 156,900 shares ** Net of commissions 1