SC 13D/A 1 tds13d-speciala16.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. 16 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) April 28, 2009 ___________________________________________ (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 : 7,384,858 shares OWNED BY EACH REPORTING PERSON ________________________________ WITH :(8) SHARED OR NO VOTING POWER : 5,666,200 shares (Shared) 1,725,837 shares (None) ________________________________ :(9) SOLE DISPOSITIVE POWER : (Discretionary Accounts) : 9,104,695 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 14,776,895 shares ___________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ___________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 27.3% ___________________________________________________________________ (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 10.5% ___________________________________________________________________ (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: Southeastern has determined to support the initiation of a Shareholder Forum to be conducted by Gary Lutin, Chairman of Lutin & Company, to address issues of importance to TDS stakeholders. Over the last few months, Southeastern has discussed various strategic alternatives with TDS's Board and management, and Southeastern believes an open forum to hear the views of all stakeholders can aid in the pursuit of value enhancing opportunities. Information about the Shareholder Forum can be obtained at www.shareholderforum.com/tds. 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 14,776,895 shares of the Special Common Stock of the Issuer, constituting approximately 27.3% of the 54,090,809 shares outstanding. Common % of outstanding Shares Held Common Shares ___________________________________________________________________ Voting Authority Sole: 7,384,858 13.6% Shared: 5,666,200* 10.5% None: 1,725,837 3.2% Total 14,776,895 27.3% *Shares owned by Longleaf Partners Fund, a series of Longleaf Partners Funds Trust. Dispositive Authority Sole: 9,104,695 16.8% Shared: 5,666,200* 10.5% None: 6,000 0.0% Total 14,776,895 27.3% *Shares owned by Longleaf Partners Fund, a series of Longleaf Partners Funds Trust. (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: April 28, 2009 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. 16 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. 16 to Schedule 13D. In evidence thereof, the undersigned hereby execute this Agreement as of April 28, 2009. 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 02/27/09 6,000 $25.31 Sale 02/27/09 1,000 $25.31 Sale 03/09/09 399 $22.21 Sale 03/09/09 4,601 $22.52 Sale 03/09/09 2,000 $22.52 Sale 03/09/09 1,000 $22.52 Sale 03/09/09 678 $22.52 Sale 03/10/09 2,600 $23.20 Sale 03/10/09 7,700 $22.85 Sale 03/10/09 2,400 $23.20 Sale 03/10/09 7,222 $22.85 Sale 03/11/09 13,200 $23.64 Sale 03/11/09 1,372 $23.64 Sale 03/11/09 10,000 $23.68 Sale 03/11/09 6,000 $23.59 Sale 03/11/09 2,100 $23.68 Sale 03/12/09 2,200 $23.50 Sale 03/12/09 12,228 $23.41 Sale 03/12/09 436 $23.50 Sale 03/12/09 2,100 $23.41 Sale 03/13/09 14,200 $23.55 Sale 03/13/09 23,500 $23.55 Sale 03/13/09 15,300 $23.55 Sale 03/13/09 2,500 $23.64 Sale 03/13/09 9,200 $23.64 Sale 03/13/09 9,300 $23.55 Sale 03/13/09 2,064 $23.64 Sale 03/16/09 9,405 $24.06 Sale 03/17/09 8,595 $23.61 Sale 03/20/09 3,000 $23.62 Sale 03/20/09 7,600 $23.62 Sale 03/23/09 19,000 $24.10 Sale 03/23/09 3,200 $24.10 Sale 03/23/09 14,057 $24.10 Sale 03/24/09 2,743 $23.89 Sale 03/24/09 2,000 $23.89 Sale 03/24/09 3,785 $23.89 Sale 03/24/09 2,815 $23.85 Sale 03/24/09 900 $23.85 Sale 03/25/09 1,290 $24.04 Sale 03/25/09 19,810 $23.95 Sale 03/25/09 1,300 $23.95 Sale 03/25/09 2,863 $23.95 Sale 03/26/09 8,237 $23.85 Sale 03/26/09 3,400 $23.85 Sale 03/26/09 3,000 $23.85 Sale 04/06/09 2,810 $25.70 Sale 04/06/09 9,000 $25.71 Sale 04/06/09 13,500 $25.71 Sale 04/07/09 190 $25.32 Sale 04/08/09 400 $25.31 Sale 04/09/09 4,400 $24.53 Sale 04/09/09 5,600 $24.53 Sale 04/09/09 2,000 $24.59 Sale 04/09/09 12,000 $24.60 Sale 04/17/09 3,000 $25.14 Sale 04/17/09 4,000 $25.14 Sale 04/17/09 9,000 $25.14 Sale 04/17/09 2,000 $25.14 Sale 04/17/09 13,000 $25.14 Sale 04/23/09 26,000 $23.23 Sale 04/23/09 1,000 $23.23 Sales 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 12, 2009, March 20, 2009, March 24, 2009, April 14, 2009 and April 17, 2009, clients of Southeastern terminating their advisory relationship removed 57,000, 25,000, 92,000, 26,000 and 62,000 shares from Southeastern's discretion. * Net of commissions. 1