The Shareholder Forum

for

Telephone and Data Systems, Inc.

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Agenda for May 14, 2009 Open Meeting

For a report of the meeting, see:

For an archived NYSSA audio record of the meeting, click here.

 

Open Meeting

of the

Shareholder Forum for Telephone and Data Systems

 

Date

Thursday, May 14, 2009

Time

3:00pm to 5:00pm

Host

New York Society of Security Analysts (“NYSSA”)

1177 Avenue of the Americas, 2nd Floor

(between 45th and 46th Streets)

New York, New York 10022

Photo identification will be required for access to the building

Attendance

Registration required,* without charge, for up to 30 NYSSA members and participants in the TDS Forum.

Define Alternatives to Eliminate Valuation Discount

            The purpose of the meeting is to define professional investor views of potential changes in management policies or strategies to reduce the current valuation discounts of Telephone and Data Systems, Inc. (NYSE: TDS), and its publicly traded subsidiary, United States Cellular Corporation (NYSE: USM). Specific questions about management alternatives will be developed for submission to the TDS board of directors, so that candidates seeking public shareholder votes may have an opportunity to respond before or during the company’s annual meeting on May 21, 2009.

Glass Lewis & Co., the proxy advisory firm, has been asked to address the corporate governance issues raised at this meeting. They have scheduled a "Proxy Talk" client conference call for the day after the Forum meeting with representatives of Southeastern Asset Management, the company’s largest shareholder and the proponent of a shareholder resolution for eliminating the “supervoting” stock, and will provide guest access to Forum participants. (TDS management declined a similar "Proxy Talk" invitation.) The voting recommendations subsequently issued by Glass Lewis will also be made available to Forum participants.

Agenda

Part I: Southeastern Asset Management value enhancement proposals

§    Simplified capital structure

§   SAM representatives: O. Mason Hawkins (CEO), Andrew R. McCarroll (VP-Legal), Jeff Engelberg (VP-Trading)

Part II: Professional views of value enhancement alternatives

§    Definition of potential policy and strategy changes

§    Analysis of valuation influence

Part III: Definition of questions for company directors

Advisory Panel

▪ Governance: Cornish F. Hitchcock

▪ Valuation: Barry M. Sine

 

Note: As stated in the Forum’s Conditions of Participation, all meeting participants are expected to make independent use of information obtained through the Forum and must respect the Forum privacy rule that participants will not be identified or quoted without their explicit permission.  Additional information is available on the Forum web site.

May 5, 2009 (revised May 13, 2009)

 

[*] Address registration requests to: nyssa.reservation@shareholderforum.com

 

Cornish F. ("Con") Hitchcock, is the managing member of The Hitchcock Law Firm.  He represents leading advocates of investor interests such as Amalgamated Bank, the Association of BellTel Retirees, the Council of Institutional Investors, and Hermes Equity Ownership Services in their corporate engagements, and is a member of the Shareholder Forum's Policy Advisory Board.

Barry M. Sine, CFA, CMT, NYSSA member and vice chair of its Career Development Committee, is the Director of Research of CapStone Investments.  Prior to his current position, he had been a senior telecom analyst for 16 years at Oppenheimer, Kaufman Bros. and Swiss Bank Corporation, with high rankings including Wall Street Journal first place in 2007 for fixed line telecom.

 

 

 

 

This Forum program is open to all shareholders of Telephone and Data Systems, Inc. (NYSE: TDS), and its controlled subsidiary, United States Cellular Corporation (NYSE: USM), and to any fiduciaries or professionals concerned with their investment decisions. Participation is free of charge, according to the Forum's standard Conditions of Participation.

The purpose of the Forum is to provide shareholders with access to information and a free exchange of views relating to their consideration of issues described in the Forum Summary. As stated in the Conditions, all Forum participants are expected to make independent use of information obtained through the Forum, subject to the privacy rights of other participants. Forum polices are intended to support anonymous communication, and provide that participants will not be identified or quoted without their explicit permission.

The initiation of this program was supported by Southeastern Asset Management, Inc., which as manager of the Longleaf Partners Funds and other client funds is the largest TDS shareholder with common and special common stock aggregating more than 15% of the total of all classes outstanding. TDS has been invited to assume corporate responsibility for the costs of addressing issues of apparent significance to a broad range of its investors, according to the Forum's Conditions, and other participants may be invited to contribute support to the continuing program pending the company's acceptance of responsibility.

Inquiries and requests to be included in the Forum's distribution list may be addressed to tds@shareholderforum.com.

The information provided to Forum participants is intended for their private reference, and permission has not been granted for the republishing of any copyrighted material. The material presented on this web site is the responsibility of Gary Lutin, as chairman of the Shareholder Forum.