S-8

As filed with the Securities and Exchange Commission on February 28, 2003

Registration No. 333-_________

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

TELEPHONE AND DATA SYSTEMS, INC.
(Exact name of registrant as specified in its charter)

Delaware	36-2669023
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

30 North LaSalle Street, Suite 4000
Chicago, Illinois
60602
(Address of Principal Executive Offices, including Zip Code)

Telephone and Data Systems, Inc.
Compensation Plan for Non-Employee Directors
(Full title of the plan)

LeRoy T. Carlson, Jr.
President and Chief Executive Officer
Telephone and Data Systems, Inc.
30 North LaSalle Street, Suite 4000
Chicago, Illinois 60602
(Name and address of agent for service)

(312) 630-1900
(Telephone number, including
area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Shares, $0.01 par value	50,000 Shares	$40.10 (1)	$2,005,000	$163

(1) Estimated for the Common Shares solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices of the Common Shares of the Company on the American Stock Exchange on February 26, 2003, pursuant to Rule 457(h)(1) under the Securities Act of 1933.

        The registrant has previously filed a Registration Statement on Form S-8 (No. 333-23947), relating to 15,000 Common Shares, which first became effective on March 25, 1997, for issuance under the registrant’s Compensation Plan for Non-Employee Directors. Pursuant to Rule 429 under the Securities Act of 1933, as amended, the Prospectus related to the Plan includes the 15,000 Common Shares covered by Registration Statement No. 333-23947, as well as the securities registered by this Registration Statement.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*

Item 2. Registration Information and Employee Plan Annual Information.*

* Information required by Part I to be contained in the Section 10(a) prospectus is omitted from the Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “1933 Act”) and the Note to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

        The following documents which have heretofore been filed by Telephone and Data Systems, Inc. (the “Company” or the “Registrant”), with the Securities and Exchange Commission (the “Commission”) pursuant to the 1933 Act and the Securities Exchange Act of 1934, as amended (the “1934 Act”), are incorporated by reference herein and shall be deemed to be a part hereof:

1. The description of the Company’s Common Shares, par value $0.01 per share (“Common Shares”), contained in the Company’s Report on Form 8-A/A filed on July 10, 1998.

2. The Company’s Annual Report on Form 10-K for the year ended December 31, 2001, as amended.

3. The Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2002, as amended, June 30, 2002 and September 30, 2002.

4. The Company’s Current Reports on Form 8-K filed on May 23, June 13, and August 14, 2002 and February 5, 2003.

5. All other reports filed by the Company pursuant to Section 13(a) and 15(d) of the 1934 Act since December 31, 2001.

        All documents, subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and made a part hereof from their respective dates of filing (such documents, and the documents enumerated above, being hereinafter referred to as “Incorporated Documents”).

        Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

        See “Notice Regarding Consent of Arthur Andersen LLP” included in Exhibit 23.1 hereto which is incorporated by reference herein.

Item 4. Description of Securities.

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        Incorporated herein by reference. See Item 3.

Item 5. Interests of Named Experts and Counsel.

        Certain legal matters relating to the securities registered hereby will be addressed by Sidley Austin Brown & Wood, 10 S. Dearborn Street, Bank One Plaza, Chicago, Illinois 60603. The following persons are members of Sidley Austin Brown & Wood: Walter C.D. Carlson, a trustee and beneficiary of a voting trust that controls the Company, the chairman of the board and member of the board of directors of the Company and a director of United States Cellular Corporation, a subsidiary of the Company; William S. DeCarlo, the Acting General Counsel of the Company and an Assistant Secretary of the Company and certain subsidiaries of the Company; and Stephen P. Fitzell, the General Counsel and/or an Assistant Secretary of certain subsidiaries of the Company. Walter C.D. Carlson does not provide legal services to the Company or its subsidiaries.

Item 6. Indemnification of Directors and Officers.

        The Company’s Restated Certificate of Incorporation contains a provision providing that no director or officer of the Company shall be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director or officer except for breach of the director’s or officer’s duty of loyalty to the Company or its stockholders, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, unlawful payment of dividends, unlawful stock redemptions or repurchases and transactions from which the director or officer derived an improper personal benefit.

        The Restated Certificate of Incorporation also provides that the Company shall indemnify directors and officers of the Company, its consolidated subsidiaries and certain other related entities generally in the same manner and to the extent permitted by the Delaware General Corporation Law, as more specifically provided in the Restated Bylaws of the Company. The Restated Bylaws provide for indemnification and permit the advancement of expenses by the Company generally in the same manner and to the extent permitted by the Delaware General Corporation Law, subject to compliance with certain requirements and procedures specified in the Restated Bylaws. In general, the Restated Bylaws require that any person seeking indemnification must provide the Company with sufficient documentation as described in the Restated Bylaws and, if an undertaking to return advances is required, to deliver an undertaking in the form prescribed by the Company and provide security for such undertaking if considered necessary by the Company. In addition, the Restated Bylaws specify that, except to the extent required by law, the Company does not intend to provide indemnification to persons under certain circumstances, such as where the person was not acting in the interests of the Company or was otherwise involved in a crime or tort against the Company.

        Under the Delaware General Corporation Law, directors and officers, as well as other employees or persons, may be indemnified against judgments, fines and amounts paid in settlement in connection with specified actions, suits or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation — a “derivative action”), and against expenses (including attorney’s fees) in any action (including a derivative action), if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. However, in the case of a derivative action, a person cannot be indemnified for expenses in respect of any matter as to which the person is adjudged to be liable to the corporation unless and to the extent a court determines that such person is fairly and reasonably entitled to indemnity for such expenses.

        Delaware law also provides that, to the extent a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action or matter, the corporation must indemnify such party against expenses (including attorneys’ fees) actually and reasonably incurred by such party in connection therewith.

        Expenses incurred by a director or officer in defending any action may be paid by a Delaware corporation in advance of the final disposition of the action upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it is ultimately determined that such party is not entitled to be indemnified by the corporation.

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        The Delaware General Corporation Law provides that the indemnification and advancement of expenses provided thereby are not exclusive of any other rights granted by bylaws, agreements or otherwise, and provides that a corporation shall have the power to purchase and maintain insurance on behalf of any person, whether or not the corporation would have the power to indemnify such person under Delaware law.

        The Company has directors’ and officers’ liability insurance which provides, subject to certain policy limits, deductible amounts and exclusions, coverage for all persons who have been, are or may in the future be, directors or officers of the Company, against amounts which such persons must pay resulting from claims against them by reason of their being such directors or officers during the policy period for certain breaches of duty, omissions or other acts done or wrongfully attempted or alleged.

        Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Item 7. Exemption from Registration Claimed.

        Not Applicable.

Item 8. Exhibits.

        The exhibits accompanying this Registration Statement are listed on the accompanying Exhibit Index. The Plan is not intended to be qualified under Section 401(a) of the Internal Revenue Code.

Item 9. Undertakings.

(a) The Company hereby undertakes:

(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the 1933 Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

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provided, however, that paragraphs 1.(a) and 1.(b) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the 1933 Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the Common Shares being registered hereby which remain unsold at the termination of the offering.

     (b)          The undersigned registrant hereby undertakes that, for the purposes of determining any liability under the 1933 Act, each filing of the Company’s Annual Report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the 1934 Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (c)          Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on the 28th day of February, 2003.

TELEPHONE AND DATA SYSTEMS, INC.
By:	/s/ LeRoy T. Carlson, Jr.
	LeRoy T. Carlson, Jr.
	President and Chief Executive Officer
By:	/s/ Sandra L. Helton
	Sandra L. Helton
	Executive Vice President and
	Chief Financial Officer

POWER OF ATTORNEY AND SIGNATURES

        The undersigned officers and directors of Telephone and Data Systems, Inc. hereby severally constitute and appoint LeRoy T. Carlson, Jr. as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement and/or amendment, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and to take such actions in, and file with the appropriate applications, statements, consents and other documents as may be necessary or expedient to register securities of the Company for sale, granting unto said attorney-in-fact and agent full power and authority to do so and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof and the Company hereby confers like authority on its behalf.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated and on the 28th day of February, 2003.

/s/ LeRoy T. Carlson, Jr.	President and Chief Executive Officer and Director
LeRoy T. Carlson, Jr.
/s/ LeRoy T. Carlson	Director
LeRoy T. Carlson
/s/ Sandra L. Helton	Executive Vice President and Chief Financial Officer and Director
Sandra L. Helton
/s/ James Barr III	Director
James Barr III

PAGE 1 OF 2 OF SIGNATURE PAGES TO FORM S-8
REGARDING AUTHORIZATION OF ADDITIONAL
TELEPHONE AND DATA SYSTEMS, INC.
COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS

/s/ Walter C.D. Carlson	Chairman of the Board and Director
Walter C.D. Carlson
/s/ Letitia G.C. Carlson	Director
Letitia G.C. Carlson
/s/ Donald C. Nebergall	Director
Donald C. Nebergall
/s/ Herbert S. Wander	Director
Herbert S. Wander
/s/ George W. Off	Director
George W. Off
/s/ Martin L. Solomon	Director
Martin L. Solomon
	Director
Kevin A. Mundt
/s/ Michael D. Bills	Director
Michael D. Bills
/s/ D. Michael Jack	Vice President and Controller (principal accounting officer)
D. Michael Jack

PAGE 2 OF 2 OF SIGNATURE PAGES TO FORM S-8
REGARDING AUTHORIZATION OF ADDITIONAL
TELEPHONE AND DATA SYSTEMS, INC.
COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS

EXHIBIT INDEX

        The following documents are filed herewith or incorporated herein by reference.

Exhibit
  No.   Description

4.1 Restated Certificate of Incorporation of the Company, as amended, is hereby incorporated herein by reference to Exhibit 3.1 to the Company’s Report on Form 8-A/A filed on July 10, 1998.

4.2 Restated Bylaws of the Company, as amended, are hereby incorporated herein by reference to Exhibit 3.2 to the Company’s Form 10-K for the year ended December 31, 2001.

5 Opinion of Counsel

23.1 Notice Regarding Consent of Arthur Andersen LLP

23.2 Consent of Counsel (contained in Exhibit 5)

24 Powers of Attorney (included on signature page)

99.1 Telephone and Data Systems, Inc. Compensation Plan for Non-Employee Directors

EX-5

EXHIBIT 5

SIDLEY AUSTIN BROWN & WOOD

BANK ONE PLAZA
10 S. DEARBORN STREET
CHICAGO, ILLINOIS 60603
TELEPHONE 312 853 7000
FACSIMILE 312 853 7036
www.sidley.com

FOUNDED 1866

February 28, 2003

Telephone and Data Systems, Inc.
Suite 4000
30 N. LaSalle Street
Chicago, Illinois 60602

Re: Telephone and Data Systems, Inc.
Registration Statement on Form S-8

Ladies and Gentlemen:

        We are counsel to Telephone and Data Systems, Inc., a Delaware corporation (the “Company”), and have represented the Company with respect to the Registration Statement on Form S-8 (the “Registration Statement”) being filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to the issuance and delivery of up to 50,000 Common Shares, par value $0.01 per share (the “Shares”), of the Company pursuant to the Company’s Compensation Plan for Non-Employee Directors (the “Plan”).

        In rendering this opinion letter, we have examined and relied upon a copy of the Plan and the Registration Statement, including the related Prospectus. We have also examined and relied upon originals, or copies of originals certified to our satisfaction, of such agreements, documents, certificates and other statements of governmental officials and other instruments, and have examined such questions of law and have satisfied ourselves as to such matters of fact, as we have considered relevant and necessary as a basis for this opinion letter.

        Based on the foregoing, we are of the opinion that:

        1.        The Company is duly incorporated and validly existing under the laws of the State of Delaware; and

        2.        Each Share will be legally issued, fully paid and nonassessable when (i) the Registration Statement shall have become effective under the Securities Act; (ii) such Share shall have been duly issued and delivered in the manner contemplated by the Plan; and (iii) a certificate representing such Share shall have been duly executed, countersigned and registered

SIDLEY AUSTIN BROWN & WOOD CHICAGO

Telephone and Data Systems, Inc.
February 28, 2003
Page 2

and duly delivered to the person entitled thereto against receipt of the agreed consideration therefor (not less than the par value thereof) in accordance with the Plan.

        For the purposes of this opinion letter, we have assumed that, at the time of the issuance, sale and delivery of each Share, the authorization thereof by the Company will not have been modified or rescinded, and there will not have occurred any change in law affecting the validity, legally binding character or enforceability thereof; and the Plan will not have been modified or amended.

        We do not find it necessary for the purposes of this opinion letter to cover, and accordingly we express no opinion as to, the application of the securities or “Blue Sky”laws of the various states to the issuance and delivery of the Shares.

        This opinion letter is limited to the General Corporation Law of the State of Delaware and the Securities Act.

        The following persons are members of this firm: Walter C.D. Carlson, a trustee and beneficiary of a voting trust that controls the Company, the chairman of the board and member of the board of directors of the Company and a director of United States Cellular Corporation, a subsidiary of the Company; William S. DeCarlo, the Acting General Counsel of the Company and an Assistant Secretary of the Company and certain subsidiaries of the Company, and Stephen P. Fitzell, the General Counsel and/or an Assistant Secretary of certain subsidiaries of the Company.

        We hereby consent to the filing of this opinion letter as an Exhibit to the Registration Statement and to all references to our firm included in or made a part of the Registration Statement, including the related Prospectus.

Very truly yours,


SIDLEY AUSTIN BROWN & WOOD

EX-23

EXHIBIT 23.1

NOTICE REGARDING CONSENT OF ARTHUR ANDERSEN LLP

        Section 11(a) of the Securities Act of 1933, as amended (the “Securities Act”), provides that if any part of a registration statement at the time such part becomes effective contains an untrue statement of a material fact or an omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, any person acquiring a security pursuant to such registration statement (unless it is proved that at the time of such acquisition such person knew of such untruth or omission) may sue, among others, every accountant who has consented to be named as having prepared or certified any part of the registration statement, or as having prepared or certified any report or valuation which is used in connection with the registration statement, with respect to the statement in such registration statement, report or valuation which purports to have been prepared or certified by the accountant.

        The consolidated financial statements and schedules of the Company incorporated into this Registration Statement by reference from our Annual Report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2001, were audited by Arthur Andersen LLP.

        On May 23, 2002 the Board of Directors dismissed Arthur Andersen LLP as its independent public accountants and appointed PricewaterhouseCoopers LLP as its independent public accountants. In 2002, Arthur Andersen ceased practicing before the Securities and Exchange Commission. As a result, the Company has been unable to obtain Arthur Andersen’s written consent to the incorporation by reference into this Registration Statement of its audit report with respect to the Company’s financial statements as of December 31, 2001, 2000 and 1999 and for the years then ended included in the Annual Report on Form 10-K for the year ended December 31, 2001, incorporated by reference herein. Under these circumstances, Rule 437a under the Securities Act permits the Company to file this Registration Statement without a written consent from Arthur Andersen. As a result, however, Arthur Andersen may not have any liability under Section 11(a) of the Securities Act for any untrue statements of a material fact contained in the financial statements audited by Arthur Andersen or any omissions of a material fact required to be stated therein. Accordingly, you may not be able to assert a claim against Arthur Andersen under Section 11(a) of the Securities Act for any purchases of securities under this Registration Statement. To the extent provided in Section 11(b)(3)(C) of the Securities Act, however, other persons who are liable under Section 11(a) of the Securities Act, including the Company’s officers and directors, should still be able to rely on Arthur Andersen’s original audit reports as being made by an expert for purposes of establishing a due diligence defense under Section 11(b) of the Securities Act.

EX-99

EXHIBIT 99.1

TELEPHONE AND DATA SYSTEMS, INC. (the “Company”)

DESCRIPTION OF COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS (the “Plan”)

EFFECTIVE SEPTEMBER 4, 2002

        The purpose of the Plan is to provide reasonable compensation to non-employee directors for their service to the Company, in order to ensure that qualified persons serve as non-employee members of the Board of Directors.

        The Plan was approved pursuant to the authority granted in Section 9 of Article III of the Company’s By- Laws, which provides that the Board of Directors shall have authority to establish reasonable compensation of directors, including reimbursement of expenses incurred in attending meetings of the Board of Directors.

        The Plan provides that each director of the Company who is not an employee of the Company, TDS Telecommunications Corporation, United States Cellular Corporation or any other subsidiary of the Company (“non-employee director”) will receive an annual director’s retainer fee of $34,000 paid quarterly, a directors meeting fee of $1,500 for each meeting attended and reimbursement of reasonable expenses incurred in connection with attendance at meetings of the Board of Directors. The Chairperson of the Board of Directors will receive an additional annual retainer fee of $34,000.

        The Plan provides that each non-employee director who serves on the Audit committee, other than the Audit committee Chairperson, will receive an annual committee retainer fee of $8,000 paid quarterly, a committee meeting fee of $1,500 for each meeting attended and reimbursement of reasonable expenses incurred in connection with attendance at meetings of the Audit Committee. The Audit Committee Chairperson will receive an annual retainer fee of $18,000 paid quarterly plus audit committee meeting fees of $1,500.

        The Plan provides that each non-employee director of the Company who serves on the Stock Option Compensation committee, other than the Stock Option Compensation committee Chairperson, will receive an annual committee retainer fee of $2,000 paid quarterly, a committee meeting fee of $1,000 for each meeting attended and reimbursement of reasonable expenses incurred in connection with attendance at each meeting of the committee. The Stock Option Compensation committee Chairperson will receive an annual retainer fee of $4,000 paid quarterly plus stock option compensation committee meeting fees of $1,000.

        Under the Plan, retainers are paid on a quarterly basis, as of the last day of each quarter. Meeting fees are paid as of the date of the meeting. Non-employee directors will receive fifty percent (50%) of their board and committee retainers and fifty percent (50%) of meeting fees for regularly scheduled meetings of the board (five per year) in the form of Common Shares of the Company. Each non-employee director may elect to receive an additional percentage of such retainers and meeting fees in the form of Common Shares of the Company, up to 100%. This election shall be made annually and shall be irrevocable for that one-year period. Fees for special meetings of the board and all committee meetings are paid in cash.

        The number of shares to be delivered shall be determined on the basis of the average closing price of Common Shares of the Company as reported in the American Stock Exchange Composite Transactions section of the Wall Street Journal for the twenty trading days before the end of the quarter or the date of the board meeting.