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August 17, 2009 Forum Report:

Projects for Continuing Attention to TDS Shareholder Interests



Forum Report: TDS


Projects for Continuing Attention to TDS Shareholder Interests


With the recent report of the 85% vote in support of change concluding our program for the company’s annual meeting, the Forum is establishing two separate “workshop”[1] projects for these continuing shareholder interests:

  1. Management Responsibility – to assure board members’ understanding of their duties to act in the interests of the company and all of its shareholders

  2. Value Enhancement Alternatives – to identify specific strategic opportunities that can be presented to the company’s board

The independent conduct of each workshop will allow a participant to focus on one subject without being drawn into another, and should also provide a more effective foundation for managing both projects.  While the subjects are obviously linked – a prospective strategic partner, for example, would probably be reluctant to offer anything unless the board could be expected to consider it responsibly – it will be important to avoid confusion of the issues.  Using the same example of a prospective strategic partner, and equally applicable to a TDS shareholder, someone interested in developing a proposal may want to see that explorations should not expose them to a clearly separate process for defining management responsibilities.[2]

Forum participants with sufficient interests in TDS to monitor developments and/or assure consideration of their interests will be invited to support the new projects.

Please let me know if you have any questions about these plans, or any suggestions to guide our progress.

GL – August 17, 2009


Gary Lutin

Lutin & Company

575 Madison Avenue, 10th Floor

New York, New York 10022

Tel: 212-605-0335



[1] The term “workshop” has been applied over the years to a variety of Forum projects involving the relatively active participation of a limited number of individuals with relevant expertise or insights, such as the recent definition of issues presented at the TDS program’s open meeting in May.  Policies applicable to workshops are the same as for any other Forum activity, according the Forum’s standard “Conditions of Participation” that assure each participant’s independence and privacy.

[2] The required privacy and confidentiality provisions for these independent workshops are explicitly supported by the previously referenced Forum Conditions of Participation, and all workshop communications will be subject to those provisions.




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

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.