-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N9kXY4OtLmjICkucy17pEyfkoLmJyGJlky2aMS6hGjuey9LMdPo6V/wqaJbyOImR 1RfrYJB4Q6HR1XaiXvJ31w== 0000913115-97-000002.txt : 19970221 0000913115-97-000002.hdr.sgml : 19970221 ACCESSION NUMBER: 0000913115-97-000002 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970211 SROS: AMEX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TELEPHONE & DATA SYSTEMS INC CENTRAL INDEX KEY: 0000096966 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 362669023 STATE OF INCORPORATION: IA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-14157 FILM NUMBER: 97523284 BUSINESS ADDRESS: STREET 1: 30 NORTH LASALLE STREET SUITE 400 CITY: CHICAGO STATE: IL ZIP: 60602 BUSINESS PHONE: 6088288324 MAIL ADDRESS: STREET 1: 30 NORTH LASALLE STREE SUITE 400 CITY: CHICAGO STATE: IL ZIP: 60602 FORMER COMPANY: FORMER CONFORMED NAME: TELEPHONE SYSTEMS INC STOCK OPTION PLANS DATE OF NAME CHANGE: 19741118 FORMER COMPANY: FORMER CONFORMED NAME: TELEPHONE SYSTEMS INC DATE OF NAME CHANGE: 19740509 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TELEPHONE & DATA SYSTEMS INC VOTING TRUST 1989 CENTRAL INDEX KEY: 0000913115 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 366125594 STATE OF INCORPORATION: IA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O TELEPHONE & DATA SYSTEMS INC STREET 2: 30 NORTH LA SALLE STREET, SUITE 4000 CITY: CHICAGO STATE: IL ZIP: 60602 BUSINESS PHONE: 6088288324 MAIL ADDRESS: STREET 1: C/O TELEPHONE & DATA SYSTEMS INC STREET 2: PO BOX 628010 CITY: MIDDLETON STATE: WI ZIP: 53562-8010 SC 13G/A 1 SCHEDULE 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 3 to the Amended and Restated Schedule 13G)* Telephone and Data Systems, Inc. - ------------------------------------------------------------------------------- (Name of Issuer) Common Shares, $1.00 par value - ------------------------------------------------------------------------------- (Title of Class of Securities) 87943310 ------------------------------------------------- (CUSIP Number) * The remainder of this cover page shall be filed out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 6 13G CUSIP NO. 87943310 Page 2 of 6 Pages --------------------- ----- ----- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Trustees under The Voting Trust under Agreement dated June 30, 1989 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States 5 SOLE VOTING POWER Not Applicable 6 SHARED VOTING POWER - 6,318,335 Series A Common Shares which have NUMBER OF ten votes per share on all matters SHARES and are convertible on a share-for- BENEFICIALLY share basis into Common Shares, and OWNED BY are held by the reporting persons EACH as trustees of a Voting Trust. REPORTING PERSON 7 SOLE DISPOSITIVE POWER WITH Not Applicable 8 SHARED DISPOSITIVE POWER Not Applicable 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Same as 6 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* Not Applicable 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) - Reporting persons beneficially own approximately 91.4% of the Series A Common Shares of the Issuer, representing approximately 10.3% of the Issuer's outstanding classes of Common Stock and 51.1% of the Issuer's voting power.1 12 TYPE OF REPORTING PERSON* OO - -------- --------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 2 of 6 pages 1 Based on 54,237,157 TDS Common Shares and 6,916,546 Series A Common Shares issued and outstanding on December 31, 1996. Schedule 13G Issuer: Telephone and Data Systems, Inc. Page 3 of 6 Item 1. (a) Name of Issuer: Telephone and Data Systems, Inc. (b) Address of Issuers's Principal Executive Offices: 30 North LaSalle Street Suite 4000 Chicago, Illinois 60602 Item 2. (a) Name of Person Filing: The Trustees of the Voting Trust under Agreement dated June 30, 1989: LeRoy T. Carlson, Jr. Walter C.D. Carlson Letitia G.C. Carlson Donald C. Nebergall Melanie J. Heald (b) Address of Principal Business Office or, if None, Residence: c/o Telephone and Data Systems, Inc. 30 North LaSalle Street Suite 4000 Chicago, Illinois 60602 (c) Citizenship: See cover page, item 4 (d) Title of Class of Securities: Common Shares, $1.00 par value (e) CUSIP Number: 87943310 Item 3. (a) - (h) Not Applicable Item 4. Ownership (a) Amount Beneficially Owned as of December 31, 1996: See cover page, item 6 (b) Percent of Class: See cover page, item 11 Schedule 13G Issuer: Telephone and Data Systems, Inc. Page 4 of 6 (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: Not Applicable (ii) Shared power to vote or to direct the vote: See cover page, item 6 (iii) Sole power to dispose or to direct the disposition of: Not Applicable (iv) Shared power to dispose or to direct the disposition of: Not Applicable Item 5. Ownership of Five Percent or Less of a Class. Not Applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not Applicable Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on By the Parent Holding Company. Not Applicable Item 8. Identification and Classification of Members of the Group. (i) Identification: The Trustees of the Voting Trust under Agreement dated June 30, 1989: LeRoy T. Carlson, Jr. Walter C.D. Carlson Letitia G.C. Carlson Donald C. Nebergall Melanie J. Heald (ii) Classification: None of the members of the group is a person identified under Item 3 of Schedule 13G Item 9. Notice of Dissolution of Group. Not Applicable Item 10. Certification. Not Applicable Schedule 13G Issuer: Telephone and Data Systems, Inc. Page 5 of 6 SIGNATURE 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. Date: February 10, 1997 TRUSTEES OF THE VOTING TRUST UNDER AGREEMENT DATED JUNE 30, 1989 /s/ Walter C.D. Carlson* ------------------------------------------------- Walter C.D. Carlson /s/ Letitia G.C. Carlson* ------------------------------------------------- Letitia G.C. Carlson /s/ Donald C. Nebergall* ------------------------------------------------- Donald C. Nebergall /s/ Melanie J. Heald* ------------------------------------------------- Melanie J. Heald *By: /s/ LeRoy T. Carlson, Jr. ------------------------------------- LeRoy T. Carlson, Jr. Trustee and as Attorney-in-Fact for above Trustees* *Pursuant to attached Joint Filing Agreement and Power of Attorney Signature Page to Amendment No. 3 to the Amended and Restated Schedule 13G relating to the direct beneficial ownership in the Common Shares of Telephone and Data Systems, Inc. by the Voting Trust. Schedule 13G Issuer: Telephone and Data Systems, Inc. Page 6 of 6 Exhibit to Schedule 13G by the Trustees of the Voting Trust Agreement dated June 30, 1989 JOINT FILING AGREEMENT AND POWER OF ATTORNEY By signing below, the parties hereto hereby agree and consent, pursuant to Rule 13d-1(f)(1), to the joint filing of Schedules 13G and/or Schedules 13D (including any amendments thereto) on behalf of such parties in their capacities as trustees of the Voting Trust Agreement dated June 30, 1989, as amended. Each of the undersigned persons further hereby constitutes and appoints each of LeRoy T. Carlson, Jr. and Walter C.D. Carlson, acting singly, as their true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the name, place and stead of the undersigned, in their capacities as trustees of such voting trust, to execute for and on behalf of the undersigned, all Schedules 13G and/or Schedules 13D and all amendments thereto as required by the Securities Exchange Act of 1934, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, the issuer and relevant stock exchanges. The powers hereby conferred upon the said attorneys-in-fact and agents shall continue in force until notice of the revocation of this Power of Attorney has been received by the said attorneys-in-fact. IN WITNESS WHEREOF, the undersigned have hereunto subscribed this Joint Filing Agreement and Power of Attorney as of the 10th day of February, 1997. /s/ LeRoy T. Carlson, Jr. -------------------------------------------------- LeRoy Carlson, Jr. /s/ Walter C.D. Carlson* ------------------------------------------------- Walter C.D. Carlson /s/ Letitia G.C. Carlson* ------------------------------------------------- Letitia G.C. Carlson /s/ Donald C. Nebergall* ------------------------------------------------- Donald C. Nebergall /s/ Melanie J. Heald* ------------------------------------------------- Melanie J. Heald -----END PRIVACY-ENHANCED MESSAGE-----