3B2 EDGAR HTML -- c73847_defa14a.htm

Washington, D.C. 20549


Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.            )

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Telephone and Data Systems, Inc.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, If other than the Registrant)


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30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602







Dear Fellow Shareholder:


May 16, 2013

On May 14, 2013, Telephone and Data Systems, Inc. (“TDS”) announced that Institutional Shareholder Services (“ISS”) and Glass, Lewis & Co., LLC (“Glass Lewis”), the nation’s two leading proxy advisory firms, recommend that holders of TDS Common Shares vote the WHITE proxy card FOR the nominees of the TDS Board of Directors.

The firms recommended that TDS shareholders DO NOT VOTE the BLUE proxy card of GAMCO Asset Management, Inc. (“GAMCO”).

Both ISS and Glass Lewis indicated that GAMCO has not made a compelling case or argument that would support a recommendation for GAMCO’s nominee.

Your Board of Directors believes that GAMCO’s nominee, Ryan J. Morris (age 28), does not have experience or qualifications that would add value to TDS or come close to matching the experience or qualifications of your Board of Directors’ nominees.

Your Board of Directors believes that its nominees have the experience and the qualifications to lead TDS through the many changes that TDS is facing and that the re-election of TDS’s incumbent directors is in the best interests of shareholders.

The TDS Board of Directors believes that:





Its current members have a balance of valuable expertise in telecommunications, retail and consumer marketing, regulatory matters and complex legal/corporate situations.





Its current members have been very active in urging meaningful action and helping TDS set its course for sustainable, profitable future growth.





A change in composition of the Board of Directors risks disruption in its ability to effect needed change and loss of valuable expertise.









Clarence A. Davis


George W. Off


Mitchell Saranow


Gary L. Sugarman

Significant business and accounting experience – director and former CEO of Nestor, a public technology company; former CFO and COO of American Institute of Certified Public Accountants

Currently director or trustee of several registered investment firms

Substantial audit committee experience, including TDS Audit Committee; designated financial expert

TDS director since 2009; originally nominated by GAMCO


Significant business and executive management experience as former CEO of retail marketing and technology companies Catalina Marketing Corporation and Checkpoint Systems, Inc.

Substantial board experience – chairman of TDS Audit Committee, member of TDS Compensation Committee

TDS director since 1997


Significant management, finance, accounting and legal experience in multiple industries, including cable TV

Former senior lecturer in financial reporting and controls, Harvard Business School

Extensive public company board and audit committee experience

TDS director since 2004; member of TDS Audit Committee since 2004; designated financial expert


Significant management experience in multiple telecommunications companies; expertise in telecom M&A

Financial expertise as founder and managing member – Richfield Capital Partners

Current and former member of multiple telecommunications boards

TDS director since 2009; member of TDS Compensation Committee; originally nominated by GAMCO

We urge you to support your Board’s highly qualified and experienced nominees for election by voting the WHITE proxy card and discarding any BLUE proxy card you may receive from GAMCO.

Please vote in favor of your Board’s nominees TODAY.

Thank you for your continued support.

Very truly yours,





Walter C.D. Carlson
Chairman of the Board of Directors


LeRoy T. Carlson, Jr.
President and Chief Executive Officer


Your vote is important. No matter how many shares you own, we urge you to please vote FOR the election of the nominees nominated by the TDS Board and FOR proposals 2, 3 and 4, and AGAINST proposal 5. In addition to voting by mail, telephone and internet voting is available. Simply follow the instructions on the enclosed WHITE proxy card.

In addition, we ask that you do not return any BLUE proxy card you may receive from GAMCO.

IMPORTANT INFORMATION: TDS and its directors, executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies from the shareholders of TDS in connection with the TDS 2013 annual meeting of shareholders. Information regarding TDS directors and executive officers and other 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 is set forth in TDS’s definitive proxy statement relating to its 2013 annual meeting, as filed with the Securities and Exchange Commission ( “SEC”) on April 19, 2013. The 2013 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 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 2013 ANNUAL MEETING OF SHAREHOLDERS BEFORE MAKING ANY VOTING DECISION BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION RELATING TO THE ELECTION OF DIRECTORS OF TDS.

If you have questions or need assistance voting your shares please contact

105 Madison Avenue
New York, New York 10016

Call Collect: (212) 929-5500
Toll-Free (800) 322-2885
Fax: (212) 929-0308