Press Release |
Source: Telephone & Data Systems, Inc. |
TDS Reaches
Agreement With Shareholder on Board Nominees for 2009 Annual Meeting
On Monday
April 27, 2009, 1:47 pm EDT
CHICAGO, April 27 /PRNewswire-FirstCall/ -- Telephone and Data Systems, Inc.
(NYSE: TDS, TDS.S) today announced that it has reached an agreement with
GAMCO Asset Management Inc., which owns shares of TDS on behalf of its
clients, relating to TDS' board nominees for the 2009 annual meeting. Under
the agreement, GAMCO withdrew its previous notice that it would nominate
four persons as directors for election by the holders of Common Shares and
Special Common Shares and will vote all of its shares for four persons
nominated by the TDS board of directors.
As a result of the settlement agreement, the four persons nominated by the
TDS board of directors for election by the holders of Common Shares and
Special Common Shares include incumbent directors Christopher D. O'Leary and
Herbert S. Wander, and GAMCO nominees Clarence A. Davis and Gary L. Sugarman.
"We
believe that the agreement with GAMCO is in the best interests of TDS
shareholders," said LeRoy T. Carlson, Jr., TDS president and CEO. "We
welcome the new directors and will work with them to continue to provide
outstanding communications services to our customers, which in turn should
build long-term value for shareholders. The agreement with GAMCO permits us
to focus fully on our business and avoid the costs and distractions of a
proxy contest."
GAMCO and its affiliates own approximately 9.5 percent and 6.0 percent,
respectively, of the Common Shares and Special Common Shares of TDS.
As
a result of the settlement agreement, incumbent directors James Barr III and
Gregory P. Josefowicz will step down from the TDS board of directors when
their terms expire at the 2009 annual meeting. However, as the controlling
shareholder of United States Cellular Corporation (NYSE: USM - News), TDS
has determined to vote to add such persons to the board of directors of U.S.
Cellular at the 2009 U.S. Cellular annual meeting.
"Based on our experience, we believe that Jim Barr and Greg Josefowicz are
outstanding directors and, in order to permit the TDS companies to continue
to benefit from their background and insights, TDS will vote to add Jim and
Greg to the board of directors of U.S. Cellular at the 2009 U.S. Cellular
annual meeting," said LeRoy T. Carlson, Jr.
In addition, as a result of the settlement agreement, Mitchell H. Saranow,
an incumbent TDS director who was previously elected by the holders of
Common Shares and Special Common Shares, was instead nominated for election
by the holders of Series A Common Shares and Preferred Shares at the 2009
TDS annual meeting.
About TDS
Telephone and Data Systems, Inc. (TDS), a
Fortune 500® company, provides wireless, local and long-distance telephone,
and broadband services to nearly 7.4 million customers in 36 states through
its business units, U.S. Cellular (wireless) and TDS Telecom (wireline).
Founded in 1969 and headquartered in Chicago, TDS employed 12,500 employees
as of Dec. 31, 2008. For more information about TDS, visit
www.teldta.com.
About U.S. Cellular®
United States Cellular Corporation, the
nation's fifth-largest, full-service wireless carrier, provides a
comprehensive range of wireless products and services, excellent customer
support, and a high-quality network to nearly 6.2 million customers in 26
states. The Chicago-based company employed 8,500 full-time equivalent
associates as of Dec. 31, 2008. For more information about U.S. Cellular,
visit
www.uscellular.com.
IMPORTANT INFORMATION: TDS will be filing a
definitive proxy statement relating to the 2009 annual meeting reflecting
the foregoing. Information concerning participants that may be soliciting
proxies on behalf of the TDS board of directors and their respective
interests in TDS by security holdings or otherwise has previously been filed
with the SEC and will be included in such definitive proxy statement to the
extent required by SEC rules. The 2009 proxy statement, other solicitation
material and other reports that TDS files with the SEC, when available, can
be obtained free of charge at the SEC's web site at
http://www.sec.gov/ or from TDS as
provided on its website at
www.teldta.com. TDS SHAREHOLDERS ARE ADVISED TO READ CAREFULLY THE PROXY
STATEMENT AND OTHER SOLICITATION MATERIAL FILED BY TDS IN CONNECTION WITH
THE TDS 2009 ANNUAL MEETING OF SHAREHOLDERS WHEN THEY BECOME AVAILABLE
BEFORE MAKING ANY VOTING DECISION BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION RELATING TO THE ELECTION OF DIRECTORS OF TDS.
|