SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 1
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)
February 18, 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 : 5,941,957 shares
OWNED BY EACH REPORTING PERSON ________________________________
WITH :(8) SHARED OR NO VOTING POWER
: 3,598,500 shares (Shared)
2,082,000 shares (None)
________________________________
:(9) SOLE DISPOSITIVE POWER
: (Discretionary Accounts)
: 8,014,957 shares
________________________________
:(10) SHARED OR NO DISPOSITIVE POWER
: 3,598,500 shares (Shared)
9,000 shares (None)
___________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,622,457 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
22.8%
___________________________________________________________________
(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
: 3,598,500 shares
________________________________
:(9) SOLE DISPOSITIVE POWER
:
: None
________________________________
:(10) SHARED DISPOSITIVE POWER
: 3,598,500 shares
___________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,598,500 shares
___________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES [ ]
___________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.1%
___________________________________________________________________
(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 4. Purpose of Transaction
The following is added to Item 4:
On February 18, 2005, Telephone and Data Systems, Inc., a Delaware
corporation (the "Issuer"), issued a press release announcing that it will
distribute one Special Common Share in the form of a stock dividend for each
outstanding Common Share and Series A Common Share of the Issuer, subject to
shareholder approval of an amendment to the Issuer's Restated Certificate of
Incorporation that would increase the authorized number of Special Common
Shares from 20 million to 165 million. In its press release, the Issuer stated
that the new Special Common Shares would provide the Issuer with greater
strategic and financial flexibility and a more flexible capital structure, and
that at some point in the future, the Issuer may make an offer to issue new
Special Common Shares in exchange for all of the common shares of United States
Cellular Corporation that are not owned by the Issuer. The Issuer stated that
it currently owns approximately 82 percent of United States Cellular common
stock.
Southeastern Asset Management, Inc. ("Southeastern") views the
Issuer's announcement on February 18, 2005 as a positive step and, as a
result, Southeastern advised the Issuer that (i) Longleaf Partners Fund
("Longleaf") is withdrawing its shareholder proposal for the Issuer's 2005
annual meeting, which was submitted to the Issuer pursuant to Rule 14a-8
under the Securities Exchange Act of 1934, as amended, (ii) Longleaf will
not nominate any candidates to stand for election to the Issuer's board of
directors at the Issuer's 2005 annual meeting, although Southeastern did
suggest one board candidate to management of the Issuer for its
consideration, and (iii) Southeastern and Longleaf support the Issuer's
management in its efforts to rationalize the Issuer's capital structure.
While Southeastern and Longleaf will continue to monitor their investment
in the Issuer and reserve all rights that they may have with respect to
such investment, including the right to nominate directors of the Issuer
in the future, they are encouraged by the Issuer's recent actions and
expect to work constructively with the Issuer's management to achieve
recognition of the Issuer's value.
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: February 23, 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 February 23, 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
_______________________________
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