CUSIP 879433100 13D
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
Telephone and Data Systems, Inc.
(Name of Issuer)
Common Shares, $1 par value
(Title of Class of Securities)
879433100
(CUSIP Number)
Leslie M. Kratter
Franklin Mutual Advisers, Inc.
51 John F. Kennedy Parkway
Short Hills, New Jersey 07078
(415) 312-4018
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 7, 1997
(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 Rule 13d-l(b)(3) or
(4), check the following box [ ].
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Franklin Mutual Advisers, Inc.
22-3463202
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
5,279,200 (See Item 5)
8. SHARED VOTING POWER
9. SOLE DISPOSITIVE POWER
5,279,200 (See Item 5)
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,279,200 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.8%
14. TYPE OF REPORTING PERSON IA
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Franklin Resources, Inc.
13-2670991
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
(See Item 5)
8. SHARED VOTING POWER
(See Item 5)
9. SOLE DISPOSITIVE POWER
(See Item 5)
10. SHARED DISPOSITIVE POWER
(See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,279,200
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.8%
14. TYPE OF REPORTING PERSON HC
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles B. Johnson
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
(See Item 5)
8. SHARED VOTING POWER
(See Item 5)
9. SOLE DISPOSITIVE POWER
(See Item 5)
10. SHARED DISPOSITIVE POWER
(See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,279,200 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.8%
14. TYPE OF REPORTING PERSON HC (See Item 5)
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rupert H. Johnson, Jr.
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
(See Item 5)
8. SHARED VOTING POWER
(See Item 5)
9. SOLE DISPOSITIVE POWER
(See Item 5)
10. SHARED DISPOSITIVE POWER
(See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,279,200 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.8%
14. TYPE OF REPORTING PERSON HC (See Item 5)
Items 4 and 7 of the Schedule 13D, initially filed on February 25,
1997, and amended on March 19, March 20, and March 26 are hereby
amended and restated in their entirety as follows:
Item 4. Purpose of Transaction
The securities covered by this Statement were acquired by FMAI's
advisory clients for the purpose of investment. Neither FMAI nor
any executive officer or director of FMAI, has any present plans or
intentions to acquire or dispose of any securities of the Issuer
other than on behalf of FMAI's clients for the purpose of
investment.
FMAI believes that the per share value of all the businesses
operated by the Issuer far exceeds the current market price of the
Issuer's common stock. The Issuer should take steps to realize the
inherent values in its businesses in a manner designed to maximize
shareholder values for all owners of the Issuer's common stock. The
Issuer should also cease diluting shareholder value by issuing
additional common stock in making acquisitions.
To further these goals, FMAI believes it is critical that the
Issuer have a strong and independent Board of Directors. FMAI filed
a preliminary proxy statement on April 7, 1997 with the U.S.
Securities and Exchange Commission. Upon the expiration of the
applicable waiting period, FMAI intends to solicit proxies from
other holders of the Issuer's equity securities eligible to vote
for a Class I Director at the annual meeting of the Issuer, which
has been scheduled to be held on May 16, 1997. FMAI intends to vote
any proxies received by it in favor of electing Martin L. Solomon
as a Class I Director at said meeting. Mr. Solomon is the former
Vice Chairman of Great Dane Holdings, Inc. and is currently a
director of three public companies: XTRA Corporation, Hexcel
Corporation and DLB Oil and Gas, Inc.
FMAI has also requested from the Issuer a list of shareholders of
the Issuer's equity securities eligible to vote for a Class I
Director.
FMAI has discussed its intentions with the Issuer and sought its
support for Mr. Solomon's nomination. The Issuer has advised FMAI
that it does not intend to nominate Mr. Solomon for election as a
Class I Director. FMAI has also communicated its intentions to
several large holders of Common Stock who, together with FMAI's
holdings, own in the aggregate, according to the latest publicly
available information, approximately 50% of the outstanding shares
of Common Stock.
In the future, FMAI may continue to communicate its views to, among
others, the Issuer's management, its Board of Directors, and other
shareholders of the Issuer. FMAI may decide to purchase on behalf
of its advisory clients additional shares of the Common Stock or
other securities of the Issuer. In addition, FMAI may cause its
advisory clients to dispose of any or all securities of the Issuer
in any manner permitted by applicable securities laws. FMAI's
advisory clients reserve the right to exercise any and all of their
respective rights as a stockholder of the Issuer in a manner
consistent with their equity interests.
Other than as described above, neither FMAI nor any executive
officer or director of FMAI, has any present plans or proposals
which relate to or would result in:
(i) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(ii) the sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(iii) any change in the present board of directors or
management of the Issuer, including any plans or proposals to
change the number or term of directors or to fill any existing
vacancies on the board;
(iv) any material change in the present capitalization or dividend
policy of the Issuer;
(v) any other material change in the Issuer's business or
corporate structure;
(vi) changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(vii) causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be authorized to
be quoted in an inter-dealer quotation system of a registered
national securities association;
(viii) a class of equity security of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
(ix) any action similar to any of those enumerated above.
Item 5 has been restated for reference purposes:
(a-b) One or more of FMAI's advisory clients is the owner of
5,279,200 shares of the Common Stock representing approximately
9.8% of the outstanding shares of Common Stock. Since FMAI's
advisory contracts with its clients grant to FMAI sole voting and
investment power over the securities owned by its advisory clients,
FMAI may be deemed to be, for purposes of Rule 13d-3 under the 1934
Act (the "1934 Act"), the beneficial owner of the securities
covered by this Statement.
Martin Solomon, FMAI's proposed nominee for election as a Class I
Director, is the owner of 10,000 shares of Common Stock,
representing less than 1/10 of 1 percent of the outstanding shares
of Common Stock. Mr. Solomon (social security number: ###-##-####)
is a United States citizen whose business address is P.O. Box 70,
Coconut Grove, FL 33233.
FMAI is a wholly-owned subsidiary of Franklin Resources, Inc.
("FRI"). Charles B. Johnson and Rupert H. Johnson, Jr. (the
"Principal Shareholders") each own in excess of 10% of the
outstanding Common Stock of FRI and are the principal shareholders
of FRI. FRI and the Principal Shareholders therefore may be deemed
to be, for purposes of Rule 13d-3 under the 1934 Act, the
beneficial owner of securities held by persons and entities advised
by FRI or its subsidiaries. However, no investment advisory
personnel of FRI or of any of its subsidiaries other than FMAI are
involved in the investment management decisions of FMAI. Moreover,
FMAI, FRI and the Principal Shareholders each disclaim any economic
interest or beneficial ownership in any of the securities covered
by this Statement owned by advisory clients of FRI or any of its
subsidiaries.
FRI, FMAI, and the Principal Shareholders are of the view that they
are not acting as a "group" for purposes of Section 13(d) under the
1934 Act and that they are not otherwise required to attribute to
each other the "beneficial ownership" of securities held by any of
them or by any persons or entities advised by FRI or its
subsidiaries.
FMAI, FRI and the Principal Shareholders each disclaim any economic
interest or beneficial ownership in any of the securities owned by
Mr. Solomon. Furthermore, FRI, FMAI, and the Principal Shareholders
are of the view that they and Mr. Solomon are not acting as a
"group" for purposes of Section 13(d) under the 1934 Act and that
they are not otherwise required to attribute to each other the
"beneficial ownership" of securities held by Mr. Solomon.
(c) Not Applicable.
(d) Except for the securities owned by Mr. Solomon, no person other
than respective advisory clients of FMAI have the right to receive
or the power to direct the receipt of dividends from, or the
proceeds of the sale of the securities being reported herein. As to
the securities owned by Mr. Solomon, the reporting persons do not
know of anyone other than Mr. Solomon who has the right to receive
or the power to direct the receipt of dividends from, or the
proceeds of the sale of his securities.
(e) Not applicable.
Item 7. Materials to be Filed as Exhibits
Exhibit C Preliminary Proxy Statement
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.
April 9, 1997
S\LESLIE M. KRATTER
Leslie M. Kratter
Franklin Mutual Advisers, Inc.
Secretary
S\LESLIE M. KRATTER
Leslie M. Kratter
Franklin Resources, Inc.
Vice President
& Assistant Secretary
S\CHARLES B. JOHNSON
S\LESLIE M. KRATTER
By: Leslie M. Kratter
Attorney in Fact pursuant to
Power of Attorney for Charles B. Johnson
as attached to this Schedule 13D
S\RUPERT H. JOHNSON, JR.
S\LESLIE M. KRATTER
By: Leslie M. Kratter
Attorney in Fact pursuant to
Power of Attorney for Rupert H. Johnson, Jr.
as attached to this Schedule 13D
POWER OF ATTORNEY
CHARLES B. JOHNSON hereby appoints LESLIE M. KRATTER his true and
lawful attorney-in-fact and agent to execute and file with the
Securities and Exchange Commission any Schedule 13D, any amendments
thereto or any related documentation which may be required to be
filed in his individual capacity as a result of his position as an
officer, director or shareholder of Franklin Resources, Inc. and
granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing which he
might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, may lawfully do or cause to
be done by virtue hereof.
S\CHARLES B. JOHNSON
POWER OF ATTORNEY
RUPERT H. JOHNSON, JR. hereby appoints LESLIE M. KRATTER his true
and lawful attorney-in-fact and agent to execute and file with the
Securities and Exchange Commission any Schedule 13D, any amendments
thereto or any related documentation which may be required to be
filed in his individual capacity as a result of his position as an
officer director or shareholder of Franklin Resources, Inc. and
granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing which he
might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, may lawfully do or cause to
be done by virtue hereof.
S\RUPERT H. JOHNSON, JR.
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities
Exchange Act of 1934, as amended, the undersigned hereby agree to
the joint filing with each other of the attached statement on
Schedule 13D and to all amendments to such statement and that such
statement and all amendments to such statement is made on behalf of
each of them.
IN WITNESS WHEREOF, the undersigned hereby execute this
agreement on April 9, 1997.
S\LESLIE M. KRATTER
Leslie M. Kratter
Franklin Mutual Advisers, Inc.
Secretary
S\LESLIE M. KRATTER
Leslie M. Kratter
Franklin Resources, Inc.
Vice President
& Assistant Secretary
S\CHARLES B. JOHNSON
S\LESLIE M. KRATTER
By: Leslie M. Kratter
Attorney in Fact pursuant to
Power of Attorney for Charles B. Johnson
as attached to this Schedule 13D
S\RUPERT H. JOHNSON, JR.
S\LESLIE M. KRATTER
By: Leslie M. Kratter
Attorney in Fact pursuant to
Power of Attorney for Rupert H. Johnson, Jr.
as attached to this Schedule 13D
Exhibit C Preliminary Proxy Statement
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant /_/
Filed by a Party other than the Registrant X
Check the appropriate box:
/X/ Preliminary Proxy Statement
/_/ Definitive Proxy Statement
/_/ Definitive Additional Materials
/_/ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
TELEPHONE AND DATA SYSTEMS, INC.
- -------------------------------------------------------------------
- -------------
(Name of Registrant as Specified In Its Charter)
FRANKLIN MUTUAL ADVISERS, INC.
- -------------------------------------------------------------------
- -------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ NO FEE REQUIRED
/_/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1) or 14a-
6(j)(2).
/_/ $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
/_/ Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
N/A
----------------------------------------------------------------
- -------------
2) Aggregate number of securities to which transaction applies:
N/A
----------------------------------------------------------------
- -------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
N/A
----------------------------------------------------------------
- -------------
4) Proposed maximum aggregate value of transaction:
N/A
----------------------------------------------------------------
- -------------
/_/ Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or
schedule
and the date of its filing.
1) Amount previously paid: N/A
------------------------------------
- -------------
2) Form, Schedule or Registration No. N/A
-------------------------
- -------------
3) Filing party: N/A
----------------------------------------------
- -------------
4) Date filed: N/A
------------------------------------------------
- -------------
- ----------
*Set forth the amount on which the filing fee is calculated and
state how it was
determined.
<PAGE>
TELEPHONE AND DATA SYSTEMS, INC.
ANNUAL MEETING OF SHAREHOLDERS
MAY 16, 1997
PROXY STATEMENT OF FRANKLIN MUTUAL ADVISERS, INC.
IN OPPOSITION TO
THE BOARD OF DIRECTORS OF
TELEPHONE AND DATA SYSTEMS, INC.
This Proxy Statement and the enclosed BLUE Proxy Card are
being furnished
by Franklin Mutual Advisers, Inc. ("FMAI"), a Delaware corporation
with its
principal place of business at 51 John F. Kennedy Parkway, Short
Hills, NJ
07078, to holders of Common Stock and Series A, B, D, G, H and N
Preferred Stock
of Telephone and Data Systems, Inc. (the "Company" or "TDS"), in
connection with
the solicitation of proxies by FMAI for use at the Company's Annual
Meeting of
Shareholders, or any other meeting of shareholders held in lieu
thereof, and at
any and all adjournments, postponements, reschedulings or
continuations thereof
(the "Meeting"). The Board of Directors of the Company has
scheduled the Meeting
to be held on May 16, 1997, at Harris Trust and Savings Bank, 111
West Monroe
Street, 8th Floor, Chicago, Illinois, and has set March 27, 1997 as
the record
date for determining shareholders entitled to notice of and to vote
at such
Meeting (the "Record Date"). The proxy statement furnished by the
Company to
shareholders (the "Management Proxy Statement") contains certain
information
concerning the Meeting and the Record Date. As of the date of this
Proxy
Statement, FMAI was the beneficial owner of 5,279,200 shares of the
Company's
Common Stock, representing approximately 9.8% of the shares of such
class of
stock outstanding. This Proxy Statement and the enclosed BLUE Proxy
Card are
first being mailed or furnished to shareholders of the Company on
or after
April 14, 1997.
THIS SOLICITATION IS BEING MADE BY FMAI AND NOT ON BEHALF OF
THE TDS
BOARD.
At the Meeting, the holders of shares of the Company's Common
Stock and of
Series A, B, D, G, H and N Preferred Stock (collectively, the
"Common Share
Group"), voting together as a single class, will be entitled to
elect one
director to serve as a Class I director for a term expiring in
2000. Franklin
has nominated Mr. Martin L. Solomon for election as a director of
the Company,
in opposition to the person nominated by the Board of Directors.
FMAI believes that the per share value of all the businesses
operated by
TDS far exceeds the current market price of TDS's stock and that
the Board of
Directors of TDS should take steps to realize the inherent values
of its
businesses in a manner designed to maximize shareholder values for
all owners of
the Company's common stock. FMAI also believes that TDS should
immediately stop
the practice of using its undervalued common stock for the purpose
of making
acquisitions, which dilutes value for all TDS shareholders.
<PAGE>
To achieve these objectives, FMAI believes it is critical
that TDS have a
stronger and more independent Board of Directors. FMAI believes the
election of
Mr. Solomon as a Class I director will add measurably to the
independence and
financial experience of the Board of Directors and will send a
strong message to
the ten other members of the TDS Board of Directors (including four
members of
the Carlson family which effectively controls TDS through direct
and indirect
ownership of the Class A Common Stock, and four other insiders)
that the
shareholders of the Company want the Company to take steps to
maximize value for
all owners. Of course, because Mr. Solomon will fill only one of
the eleven
seats on the TDS Board of Directors, he will not be able to effect
changes in
corporate policies without the concurrence of other directors. He
will, however,
urge the other members of the Board to take actions to enhance
value for all
shareholders. He will be your voice.
YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY OR HOW FEW SHARES
YOU OWN.
PLEASE SIGN AND DATE THE ENCLOSED BLUE PROXY CARD AND MAIL IT IN
THE ENCLOSED
POSTAGE-PAID ENVELOPE PROMPTLY. PROPERLY VOTING THE ENCLOSED BLUE
PROXY CARD
AUTOMATICALLY REVOKES ANY PROXY PREVIOUSLY SIGNED BY YOU.
DO NOT RETURN ANY PROXY CARD SENT TO YOU BY MANAGEMENT. Even
if you may
previously have voted on Management's proxy card, you have every
legal right to
change your vote by signing, dating and mailing the enclosed BLUE
proxy card.
REMEMBER, ONLY YOUR LATEST DATED PROXY CARD WILL COUNT AT THE
MEETING.
IMPORTANT - IF YOUR SHARES OF THE COMPANY'S STOCK ARE
REGISTERED IN YOUR
OWN NAME, PLEASE SIGN, DATE AND MAIL THE ENCLOSED BLUE PROXY CARD
TO FMAI, C/O
D.F. KING & CO., INC. WALL STREET STATION - P.O. BOX 411 NEW YORK,
N.Y.
10269-0069, THE FIRM ASSISTING FMAI IN THE SOLICITATION OF PROXIES,
IN THE
POSTAGE-PAID ENVELOPE PROVIDED. IF YOUR SHARES OF THE COMPANY'S
STOCK ARE HELD
IN THE NAME OF A BROKERAGE FIRM, BANK, NOMINEE OR OTHER
INSTITUTION, ONLY IT CAN
SIGN A BLUE PROXY CARD WITH RESPECT TO YOUR SHARES, AND ONLY UPON
RECEIPT OF
SPECIFIC INSTRUCTIONS FROM YOU. ACCORDINGLY, YOU SHOULD CONTACT THE
PERSON
RESPONSIBLE FOR YOUR ACCOUNT AND GIVE INSTRUCTIONS FOR A BLUE PROXY
CARD TO BE
SIGNED REPRESENTING YOUR SHARES OF STOCK. YOU SHOULD ALSO MAIL YOUR
BLUE PROXY
CARD UPON RECEIPT FROM YOUR BANK OR BROKER. FMAI URGES YOU TO
CONFIRM IN WRITING
YOUR INSTRUCTIONS TO THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND TO
PROVIDE A
COPY OF SUCH INSTRUCTIONS TO FMAI, C/O D.F. KING & CO., INC. WALL
STREET STATION
- - P.O. BOX 411 NEW YORK, N.Y. 10269-0069, AT THE ADDRESS INDICATED
BELOW SO THAT
FMAI WILL BE AWARE OF ALL INSTRUCTIONS GIVEN AND CAN ATTEMPT TO
ENSURE THAT SUCH
INSTRUCTIONS ARE FOLLOWED.
2
<PAGE>
IF YOU HAVE ANY QUESTIONS ABOUT EXECUTING YOUR PROXY OR
REQUIRE
ASSISTANCE, PLEASE CONTACT:
D.F. King & Co., Inc.
77 Water Street
New York, N.Y. 10005
(800) _____- _______ (Toll-Free)
REASONS FOR THE SOLICITATION
FMAI is soliciting proxies for the election of Mr. Martin L.
Solomon as a
director of TDS because FMAI believes that the election of Mr.
Solomon will add
greater independence and financial experience to the TDS Board of
Directors and
encourage the Board of Directors to implement measures that will
realize the
inherent values in its businesses. FMAI also believes that TDS
should stop the
practice of using its undervalued common stock for the purpose of
making
acquisitions, which dilutes value for all shareholders. FMAI
believes that the
per share value of all the businesses operated by TDS far exceeds
the current
market value of TDS's stock and that the Board of Directors of TDS
should take
steps to realize the inherent values of its businesses in a manner
designed to
maximize shareholder values for all owners of the Company's common
stock. FMAI
is presently one of the largest holders of TDS Common Stock, having
beneficial
ownership of 9.8% of such shares. As such, FMAI believes that its
interests in
seeking to have TDS take steps to realize the inherent value of its
businesses
are aligned with the interests of the other holders of TDS common
equity.
As reflected in the following chart*, the cumulative total
return to TDS
shareholders (stock price appreciation plus dividends) during the
previous five
years in comparison to returns of the Standard & Poor's 500
Composite Stock
Price Index and a peer group index have been abysmal.
COMPARATIVE FIVE-YEAR TOTAL RETURNS**
TDS, S&P 500, PEER GROUP
(PERFORMANCE RESULTS THROUGH 12/31/96)
TDS S&P 500 PEER GROUP
1991 $100.00 $100.00 $100.00
1992 $115.49 $107.82 $120.43
1993 $149.28 $118.46 $147.53
1994 $133.25 $120.03 $140.21
1995 $115.22 $165.13 $164.41
1996 $106.77 $203.05 $168.49
Assumes $100 invested at the close of trading on the last
trading day
preceding the first day of the fifth preceding fiscal year in TDS
Common Shares,
S&P 500, and Peer Group.
* Taken from the Management Proxy Statement
**Cumulative total return assumes reinvestment of dividends.
To further the objective of increasing shareholder value,
FMAI believes it
is critical that TDS have a stronger and more independent Board of
Directors.
FMAI believes the election of Mr. Solomon as a Class I director
will add
measurably to the independence and financial experience of the
Board of
Directors and will send a strong message to the ten other members
of the TDS
Board of Directors that the shareholders of the Company want the
Company to take
steps to maximize value for all owners. Of course, because Mr.
Solomon will fill
only one of the eleven seats on the TDS Board of Directors, he will
not be able
to effect changes in corporate policies without the concurrence of
other
directors. Nevertheless Mr. Solomon will be a strong, positive,
independent
voice for change and is committed to effectively representing the
interests of
all TDS shareholders.
3
<PAGE>
GENERAL
PROXY INFORMATION
As of the date of this Proxy Statement, FMAI was the
beneficial owner of
5,279,200 shares of the Common Stock of TDS, representing
approximately 9.8% of
the shares of Common Stock outstanding. Such shares beneficially
owned by FMAI
are owned by one or more of FMAI's advisory clients. FMAI's
advisory contracts
with its advisory clients grant FMAI sole voting and investment
power over the
securities owned by its clients. As of the date of this Proxy
Statement, FMAI's
nominee, Martin L. Solomon, was the beneficial owner of 10,000
shares of TDS
Common Stock. According to the Management Proxy Statement, there
are 54,145,158
shares of Common Stock outstanding and there are 9,686 shares of
Series A, B, D,
G, H and N Preferred Stock outstanding.
The shares of the Common Share Group represented by each Blue
Proxy Card
that is properly executed and returned will be voted at the Meeting
in
accordance with the instructions marked thereon. Executed but
unmarked BLUE
Proxy Cards will be voted FOR the election of Mr. Solomon as a
director, FOR the
ratification of the independent certified public accountants for
1997 and FOR
each of two shareholder proposals that will be presented at the
Meeting.
With the exception of the election of one director, the
ratification of
the independent certified public accountants, and the two
shareholder proposals,
FMAI is not aware at the present time of any other matter which is
scheduled to
be voted upon by the holders of shares of the Common Share Group at
the Meeting.
If you hold your shares in the name of one or more brokerage
firms, banks
or nominees, only they can vote your shares and only upon receipt
of your
specific instructions. Accordingly, you should contact the person
responsible
for your account and give instructions to vote the BLUE Proxy Card.
You should
also mail your proxy to your bank or broker upon receipt, and do so
for every
account you maintain.
PROXY REVOCATION
Whether or not you plan to attend the Meeting, FMAI urges you
to vote FOR
the election of Mr. Solomon by signing, dating and returning the
BLUE Proxy Card
in the enclosed envelope. You can do this even if you have already
voted on the
proxy card solicited by TDS. REMEMBER, ONLY YOUR LATEST DATED PROXY
COUNTS.
Execution of the BLUE Proxy Card will not affect your right
to attend the
Meeting and to vote in person. Any shareholder granting a proxy
(including a
proxy given to the Company) may revoke it at any time before it is
voted by (a)
submitting a duly executed new proxy bearing a later date, (b)
attending and
voting at the Meeting in person, or (c) at any time before a
previously executed
proxy is voted, giving written
4
<PAGE>
notice of revocation to either (i) FMAI, c/o D.F. KING & Co., Inc.,
77 Water
Street, New York, N.Y. 10005, or (ii) the Company, 30 North LaSalle
Street,
Suite 4000, Chicago, Illinois 60602, Attn.: the Corporate
Secretary. FMAI
requests that a copy of any revocation sent to the Company also be
sent to FMAI,
c/o D.F. KING & Co., Inc., 77 Water Street, New York, N.Y. 10005.
Merely
attending a meeting will not revoke any previous proxy which has
been duly
executed by you. The BLUE Proxy Card furnished to you by FMAI, if
properly
executed and delivered, will revoke all prior proxies.
FMAI URGES YOU TO SIGN, DATE AND MAIL THE BLUE PROXY CARD IN
THE ENCLOSED
ENVELOPE. NO POSTAGE IS REQUIRED FOR MAILING WITHIN THE UNITED
STATES. PLEASE
ACT TODAY.
QUORUM AND VOTING PROCEDURES
According to the Management Proxy Statement, there are
54,145,158 shares
of Common Stock and 9,686 shares of Series A, B, D, G, H & N
Preferred Stock
that are outstanding and entitled to vote at the Meeting. Only
shareholders of
record at the close of business on the Record Date are entitled to
notice of and
to vote on matters that come before the Meeting.
The election of the Class I director to be elected by the
Common Share
Group requires the affirmative vote of holders of a majority of
votes cast by
the shares entitled to vote with respect to such matter at the
Meeting. Each
such share is entitled to one vote on all matters with respect to
which it is
entitled to vote. Accordingly, if a quorum exists, the person
receiving a
majority of votes cast by the holders of such shares with respect
to the
election of such Class I director will be elected to serve as a
Class I
director. A majority of the votes entitled to be cast on the
proposal by such
voting group constitutes a quorum for action on such proposal.
Broker non-votes
with respect to the election of such Class I director will not be
considered to
be votes cast by shareholders entitled to vote in the election of
directors and
will not affect the outcome of the election of such Class I
director.
The proposal to ratify the selection of Arthur Andersen LLP
as TDS's
independent certified public accountants for 1997 will be approved
if votes
favoring the proposal cast by holders of Common Shares, Series A
Common Shares
and Preferred Shares, voting together as one group, exceed the
votes cast within
such group against such proposal, assuming a quorum exists. A
majority of the
votes entitled to be cast on the proposal constitutes a quorum of
that voting
group for action on that proposal. Votes to abstain from voting on
such proposal
and broker non-votes will not be considered to be votes cast in
favor of or
opposing such matter and will not affect the determination
5
<PAGE>
of whether such proposal is approved for purposes of such vote.
The approval of each shareholder proposal would require that
votes cast
favoring such proposal exceed the votes cast opposing such
proposal, assuming a
quorum exists. A majority of the votes entitled to be cast on the
proposal
constitutes a quorum for action on that proposal. Abstentions and
broker
non-votes will not be considered to be votes cast in favor of or
opposing such
matter and will not affect the determination of whether such
proposal is
approved for purposes of such vote.
Pursuant to the terms of Section 490.720 of the Iowa Business
Corporation
Act, TDS is obligated to prepare an alphabetical listing of the
stockholders
entitled to vote at the Meeting, arranged by voting group and,
within each
voting group, by class or series of shares, and showing the address
of and
number of shares held by each shareholder; moreover, beginning two
business days
after notice of the Meeting is given and continuing through the
Meeting, TDS is
required by such statute to make this list available for inspection
by any
shareholder at the Company's principal office or at a place
identified in the
notice of the Meeting in the city where the Meeting is to be held.
FMAI is requesting from the Company, among other things, a
list of
stockholders entitled entitled to vote at the Meeting.
--------------------------------------------------
PROPOSAL ONE -- ELECTION OF DIRECTOR
The Company's Board of Directors is divided into three
classes. Each year,
one class is elected to serve for three years. At the Meeting,
Class I directors
will be elected for a term of three years or until their successors
are elected
and qualified. Under Article IV, Paragraph 2.V. of the Company's
Certificate of
Incorporation, the holders of shares of the Company's Common Share
Group, voting
together as a single class, are entitled to elect that number of
directors of
the Company (together with all directors whose terms do not expire
at the time
of the Meeting and who were previously elected by such holders)
which
constitutes 25% of the total number of directors of the Company,
rounded to the
nearest whole number. Based on the existing number of directors of
the
corporation (11) and the fact that two directors whose terms do not
expire at
the time of the Meeting were elected by the holders of the
Company's Common
Share Group, voting together, such holders will have the right to
elect one
Class I director at the Meeting.
FMAI RECOMMENDS THAT SHAREHOLDERS VOTE 'FOR' THE
ELECTION
OF MARTIN L. SOLOMON ON THE ENCLOSED BLUE PROXY CARD.
6
<PAGE>
The information below is provided with respect to FMAI's
Nominee for
election as a Class I director, Mr. Martin L. Solomon. Mr. Solomon
is a citizen
of the United States.
- -------------------------------------------------------------------
- -------------
NAME, BUSINESS ADDRESS PRINCIPAL OCCUPATIONS/DIRECTORSHIPS
AND AGE
- -------------------------------------------------------------------
- -------------
Martin L. Solomon Since 1990, Mr. Solomon has been
occupied
P.O. Box 70 principally as a private investor.
From 1985 to
Coconut Grove, FL 33233 1996, Mr. Solomon was Vice Chairman
and Director
of Great Dane Holdings, Inc. the
largest U.S.
manufacturer (in revenues) of truck
trailers and
chassis. Mr. Solomon is also a
director of XTRA
Corporation (since 1990), a New York
Stock
Exchange listed leading lessor of
transportation
equipment, Hexcel Corporation (since
1996), a New
York Stock Exchange listed
international developer
and manufacturer of composite
materials and
resins, and DLB Oil & Gas, Inc.
(since 1995)
Age: 60 an oil and gas exploration and
development
company.
- -------------------------------------------------------------------
- -------------
As of the date of this Proxy Statement, Mr. Solomon was the owner
of 10,000
shares of the Company's Common Stock. Mr. Solomon has no other
relationship or
affiliation with TDS and is not party to any contract, arrangement
or
understanding with any person with respect to any securities of
TDS.
If elected, Mr. Solomon intends to seek to persuade his fellow
directors to
take action to realize the inherent values of the Company's
businesses. FMAI and
Mr. Solomon believe that his election will send a strong message to
the TDS
Board of Directors that TDS shareholders are dissatisfied with the
Company's
performance and want to maximize the value of their investment in
TDS and make
it more likely that such will occur. Of course, if elected, Mr.
Solomon would be
only one of eleven directors. Thus, there can be no assurance that
the election
of Mr. Solomon will accomplish the objective of causing the Board
of Directors
to take steps to realize the inherent value of the Company's
businesses.
Nevertheless, it will send a clear message to the Board that
shareholders are
not satisfied with TDS's performance and want to maximize the value
of their
investment.
-----------------------------
PROPOSAL TWO -- THE RATIFICATION OF SELECTION OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS.
According to the Management Proxy Statement, the Board of
Directors
anticipates continuing the services of Arthur Andersen LLP as
independent public
accountants for the current fiscal year. Arthur Andersen LLP served
as
independent public accountants for the last fiscal year. According
to the
Management Proxy Statement, should the shareholders fail to ratify
the selection
of Arthur Andersen LLP as independent public accountants, the Board
of Directors
will consider whether to
7
<PAGE>
retain such firm for the year ending December 31, 1997. FMAI
RECOMMENDS THAT
SHAREHOLDERS VOTE 'FOR' PROPOSAL TWO.
---------------------------------------------------------
- ---
PROPOSAL THREE -- SHAREHOLDER PROPOSAL; RESOLUTION TO
REQUEST
DECLASSIFICATION OF THE BOARD OF DIRECTORS
According to the Management Proxy Statement, a holder of
Common Stock of
TDS intends to present the following resolution for a vote at the
Meeting:
RESOLVED, that the stockholders of the Company request that
the Board of
Directors take the necessary steps, in accordance with state
law, to
declassify the Board of Directors so that all directors are
elected
annually, such declassification to be effected in a manner
that does not
affect the unexpired terms of directors previously elected.
FMAI believes that the declassification of classified boards
of directors
is generally conducive to the enhancement of shareholder value.
FMAI RECOMMENDS
THAT SHAREHOLDERS VOTE 'FOR' PROPOSAL THREE.
--------------------------------------------------------
- ---
PROPOSAL FOUR -- SHAREHOLDER PROPOSAL;
RESOLUTION TO REQUEST THAT THE BOARD OF DIRECTORS
BE COMPRISED OF A MAJORITY OF INDEPENDENT DIRECTORS
According to the Management Proxy Statement, a holder of
Common Stock of
TDS intends to present the following resolution for a vote at the
Meeting:
Whereas the Board of Directors is meant to be an independent
body elected
by shareholders charged by law and shareholders with the duty,
authority
and responsibility to formulate and direct corporate policies
and is to be
held to the highest standards of fiduciary care, duty and
loyalty.
Now therefore be it "resolved that the shareholders request
that the
Company's Board of Directors be comprised of a majority of
independent
directors, meaning that the majority of the board will be non-
family
members and individuals who do not currently work or
8
<PAGE>
consult with the Company, have been employed by the Company or
have
consulted with the Company in the past. This is meant to be
applied only to
nominees for directors at meetings subsequent to the 1997
annual meeting."
FMAI believes that having a board of directors be comprised of
a majority
of independent directors is generally conducive to the enhancement
of
shareholder value and is in the best interest of all of the
Company's
stockholders. FMAI RECOMMENDS THAT SHAREHOLDERS VOTE 'FOR' PROPOSAL
FOUR.
--------------------------------------------------------
- ---
OTHER MATTERS TO BE CONSIDERED AT THE MEETING.
FMAI is not presently aware of any matters to be presented at
the Meeting
for a vote of shareholders of the Common Share Group other than the
election of
directors, the ratification of the selection of the Company's
independent
certified public accountants and the two shareholder proposals. If
any other
matter properly comes before the Meeting, the persons named as
proxies on the
enclosed BLUE Proxy Card will have the discretionary authority to
vote all
shares covered by such proxies in accordance with their best
judgment with
respect to such matter, unless they are directed by a proxy to do
otherwise.
PRINCIPAL SHAREHOLDERS
The following table sets forth, as of the date of this Proxy
Statement, the
number and percent of outstanding shares of the Common Share Group
beneficially
owned by FMAI, based on the number of shares in each Series
outstanding
according to the Management Proxy Statement:
- -------------------------------------------------------------------
- -------------
NAME AND ADDRESS NUMBER OF SHARES PERCENTAGE OF
OF STOCKHOLDER BENEFICIALLY COMMON SHARE
OWNED GROUP
BENEFICIALLY
OWNED
- -------------------------------------------------------------------
- -------------
Franklin Mutual Advisers, 5,279,200 9.7%
Inc. (Common Stock)
- -------------------------------------------------------------------
- -------------
The Management Proxy Statement is required to set forth
information as to
the number and percentage of outstanding shares beneficially owned
by (i) each
person known by TDS to own more than 5% of the outstanding shares
of Common
Stock, (ii)
9
<PAGE>
each director or TDS, (iii) each of the five most highly paid
executive officers
of TDS, and (iv) all executive officers and directors of TDS as a
group, and
reference is made thereto for such information.
INFORMATION ABOUT THE PARTICIPANTS IN FMAI'S
PROXY SOLICITATION; THE PROXY SOLICITATION AND
EXPENSES
The proxies solicited hereby are solicited by FMAI. In
addition to FMAI,
Mr. Martin L. Solomon, Mr. Lawrence N. Sondike and Mr. Peter A.
Langerman may be
deemed to be 'participants' in this solicitation as that term is
defined in
Schedule 14A under the Securities Exchange Act of 1934. Proxies may
be solicited
by means of face-to-face and telephonic communications, as well as
by use of
the mails and other electronic means. The cost of the solicitation
will be borne
by the investment advisory clients of FMAI, principally the series
funds of
Franklin Mutual Series Fund, Inc., in proportion to their
respective ownership
interests in TDS. FMAI does not plan to seek reimbursement of its
expenditures
in connection with the solicitation but reserves its right to do
so. Should FMAI
seek reimbursement for such expenditures, FMAI would ask that the
matter be
submitted to the stockholders of TDS. FMAI has retained D.F. King &
Co., Inc. to
assist in the solicitation of proxies for a fee of $25,000 and
reimbursement of
its reasonable out of pocket expenses. FMAI will indemnify D.F.
King & Co., Inc.
against certain liabilities and expenses in connection with the
solicitation.
Approximately 25 persons will be utilized by D.F. King & Co., Inc.
in its
solicitation efforts, which may be made by telephone, facsimile,
telegram and in
person.
The following information is provided with respect to FMAI,
and Messrs.
Solomon, Sondike and Langerman.
Franklin Mutual Advisers Inc.
Franklin Mutual Advisers, Inc. ("FMAI") is an investment
adviser registered
with the United States Securities and Exchange Commission (SEC) and
serves as
investment adviser to Franklin Mutual Series Fund, Inc. FMAI's
principal place
of business is 51 John F. Kennedy Parkway, Short Hills, N.J. 07078.
FMAI is a
wholly-owned subsidiary of Franklin Resources, Inc., 777 Mariners
Island Blvd.,
San Mateo, CA 94404. FMAI is the beneficial owner of 5,279,200
shares of the
Company's Common Stock, representing approximately 9.8% of the
shares of such
class of stock outstanding, and representing 9.7% of the shares of
the Common
Share Group. For detailed information about FMAI's transactions in
the Company's
Common Shares over the past two years, see Appendix I hereto. FMAI
is not and
has not been, within the past two years, a party to any contract,
arrangement or
understanding with any person
10
<PAGE>
with respect to any securities issued by TDS. FMAI has no
arrangement or
understanding with any person respecting any future employment by
TDS or any of
its affiliates, or with respect to any future transactions to which
TDS or any
of its affiliates will or may be a party.
Martin L. Solomon
Certain information concerning Mr. Solomon's business address,
occupation
and age appears above under PROPOSAL ONE -- ELECTION OF DIRECTOR
and is
incorporated herein by reference. As also is discussed above, Mr.
Solomon is the
beneficial owner, having sole voting and dispositive power, of
10,000 shares of
the Common Stock of TDS. These shares were acquired by him for his
own account
on February 25, 1997 in a normal brokerage transaction. Mr. Solomon
is not and
has not been, within the past two years, a party to any contract,
arrangement or
understanding with any person with respect to any securities issued
by TDS. Mr.
Solomon has no arrangement or understanding with any person
respecting any
future employment by TDS or any of its affiliates, or with respect
to any future
transactions to which TDS or any of its affiliates will or may be a
party.
Lawrence N. Sondike
Mr. Lawrence N. Sondike is employed as a Senior Vice President
of FMAI and
maintains his principal place of business at FMAI's office at 51
John F. Kennedy
Parkway, Short Hills, N.J. 07078. Mr. Sondike disclaims direct or
indirect
beneficial ownership of any securities issued by TDS or any
subsidiary of TDS,
and disclaims having had any such interest during the past two
years. In
particular, Mr. Sondike disclaims beneficial ownership of the
shares of TDS
Common Stock beneficially owned by FMAI. For information about
FMAI's beneficial
ownership of TDS Common Stock, see INFORMATION ABOUT THE
PARTICIPANTS IN FMAI'S
PROXY SOLICITATION; THE PROXY SOLICITATION AND EXPENSES -- Franklin
Mutual
Advisers, Inc. Mr. Sondike is not and has not been, within the past
two years, a
party to any contract, arrangement or understanding with any person
with respect
to any securities issued by TDS. Mr. Sondike has no arrangement or
understanding
with any person respecting any future employment by TDS or any of
its
affiliates, or with respect to any future transactions to which TDS
or any of
its affiliates will or may be a party.
11
<PAGE>
Peter A. Langerman
Mr. Peter A. Langerman is employed as a Senior Vice President
of FMAI and
maintains his principal place of business at FMAI's office at 51
John F. Kennedy
Parkway, Short Hills, N.J. 07078. Mr. Langerman disclaims direct or
indirect
beneficial ownership of any securities issued by TDS or any
subsidiary of TDS,
and disclaims having had any such interest during the past two
years. In
particular, Mr. Langerman disclaims beneficial ownership of the
shares of TDS
Common Stock beneficially owned by FMAI. For information about
FMAI's beneficial
ownership of TDS Common Stock, see INFORMATION ABOUT THE
PARTICIPANTS IN FMAI'S
PROXY SOLICITATION; THE PROXY SOLICITATION AND EXPENSES -- Franklin
Mutual
Advisers, Inc. Mr. Langerman is not and has not been, within the
past two years,
a party to any contract, arrangement or understanding with any
person with
respect to any securities issued by TDS. Mr. Langerman has no
arrangement or
understanding with any person respecting any future employment by
TDS or any of
its affiliates, or with respect to any future transactions to which
TDS or any
of its affiliates will or may be a party.
ADDITIONAL INFORMATION
Reference is made to the Management Proxy Statement for
information
concerning the Common Stock, the beneficial ownership of such
stock, other
information concerning the Company's management, the procedures for
submitting
proposals for consideration at the next Annual Meeting of
Shareholders of the
Company and certain other matters regarding the Company and the
Meeting. The
Company also is required to provide to shareholders its Annual
Report to
Shareholders for the year ended December 31, 1996, which contains
certain
information as to the Company's financial condition and other
matters.
Short Hills, N.J.
April 4, 1997
FRANKLIN MUTUAL ADVISERS,
INC.
IF YOU HAVE ANY QUESTIONS OR REQUIRE ASSISTANCE,
PLEASE CONTACT:
D.F. King & Co., Inc.
77 Water Street
New York, NY 10005
(800) ___-____ (Toll Free)
12
<PAGE>
APPENDIX I
PURCHASES AND SALES OF SECURITIES OF THE COMPANY
The following table sets forth all purchases and sales of the
Company's
Common Stock during the past two years by FMAI:
SHARES
DATE BOUGHT
- ---------------------
02/20/97 5,000
02/19/97 1,300
02/18/97 135,000
02/14/97 436,700
02/12/97 100,000
02/11/97 110,000
02/10/97 20,000
02/07/97 200,000
02/06/97 18,500
02/05/97 100,000
01/24/97 27,500
01/23/97 13,100
01/22/97 46,700
01/21/97 67,400
01/20/97 74,900
01/17/97 25,000
01/16/97 39,900
01/15/97 35,000
01/14/97 57,400
01/13/97 200
01/08/97 20,000
01/03/97 10,700
12/23/96 2,000
12/11/96 10,000
12/05/96 5,000
35,402 2,500
11/13/96 1,000
10/31/96 25,000
10/15/96 16,000
10/14/96 4,400
10/10/96 20,400
10/07/96 20,100
10/01/96 2,200
09/24/96 16,600
09/17/96 1,000
09/16/96 4,600
09/13/96 300
08/14/96 8,300
08/09/96 73,100
07/30/96 10,000
07/29/96 20,000
06/19/96 10,000
06/18/96 30,200
05/30/96 25,000
05/17/96 78,400
05/16/96 31,100
05/15/96 20,300
<PAGE>
SHARES
DATE BOUGHT
- ---------------------
05/13/96 28,800
05/10/96 57,300
05/08/96 31,700
05/07/96 10,000
05/06/96 10,000
05/03/96 10,000
05/02/96 20,000
05/01/96 27,500
04/30/96 24,600
04/29/96 68,500
04/26/96 42,500
04/24/96 60,200
04/23/96 150,000
11/21/95 150,000
11/16/95 119,900
11/15/95 15,900
11/10/95 103,500
11/09/95 26,800
11/08/95 43,800
11/07/95 46,000
11/06/95 26,200
11/02/95 78,300
11/01/95 98,700
10/31/95 49,000
10/30/95 5,000
10/26/95 88,200
10/25/95 35,000
10/24/95 2,800
10/17/95 27,000
10/12/95 1,000
10/11/95 17,500
10/10/95 23,000
10/09/95 11,500
10/06/95 5,000
10/05/95 75,600
10/03/95 25,000
10/02/95 30,000
09/29/95 16,800
09/28/95 600
09/27/95 10,000
09/26/95 15,300
09/25/95 10,000
09/22/95 400
09/21/95 12,300
07/31/95 15,700
07/26/95 42,100
<PAGE>
TELEPHONE AND DATA SYSTEMS, INC.
ANNUAL MEETING OF STOCKHOLDERS - MAY 16, 1997
PROXY
PROXY SOLICITED BY FRANKLIN MUTUAL ADVISERS, INC., LAWRENCE N.
SONDIKE AND
PETER A. LANGERMAN IN OPPOSITION TO THE BOARD OF DIRECTORS OF
TELEPHONE AND DATA
SYSTEMS, INC.
The undersigned hereby appoints Lawrence N. Sondike and Peter
A. Langerman,
and each of them, the proxy or proxies of the undersigned, with
full power of
substitution, to vote all shares of Common Stock and Series A, B,
D, G, H and N
Preferred Stock of Telephone and Data Systems, Inc. (the "Company")
which the
undersigned would be entitled to vote if personally present at the
Annual
Meeting of Shareholders of the Company, scheduled to be held on May
16, 1997, or
any other shareholders' meeting held in lieu thereof (the
"Meeting"), and at any
and all adjournments, postponements, reschedulings or continuations
thereof.
FRANKLIN MUTUAL ADVISERS, INC., AND MESSRS. SONDIKE AND
LANGERMAN RECOMMEND
A VOTE 'FOR' ITEMS 1, 2, 3 AND 4.
1. Election of Director to be Chosen by the Holders of the Common
Stock and
the Class A, B, D, G, H and N Preferred Stock:
/_/ FOR the nominee /_/ WITHHOLD AUTHORIT
listed below: to vote for the nominee listed
below:
Martin L. Solomon
IMPORTANT - PLEASE SIGN AND DATE ON THE REVERSE
<PAGE>
2. Ratification of the Selection of Arthur Andersen, LLP.
/_/ FOR /_/ AGAINST /_/ ABSTAIN
3. Shareholder Proposal Requesting Declassification of Board of
Directors.
/_/ FOR /_/ AGAINST /_/ ABSTAIN
4. Shareholder Proposal Requesting that a Majority of the Board
of Directors
be Independent.
/_/ FOR /_/ AGAINST /_/ ABSTAIN
The proxies are hereby authorized to vote in their discretion upon
all other
matters which may properly come before the Meeting or any
adjournments,
postponements, reschedulings or continuations thereof.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO DIRECTION IS
INDICATED, IT WILL
BE VOTED FOR THE ELECTION OF MARTIN L. SOLOMON, FOR THE
RATIFICATION OF
INDEPENDENT ACCOUNTANTS DESCRIBED IN ITEM 2, IN FAVOR OF THE
SHAREHOLDER
PROPOSALS IN ITEMS 3 AND 4 AND IN THE DISCRETION OF THE PROXIES ON
SUCH OTHER
MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENTS,
POSTPONEMENTS, RESCHEDULINGS OR CONTINUATIONS THEREOF.
The undersigned hereby acknowledges receipt of the Proxy Statement
of Franklin
Mutual Advisers, Inc., Mr. Sondike and Mr. Langerman.
Dated: _________________, 1997
_____________________________
(Signature)
_____________________________
(Signature if held jointly)
Title or Authority: _____________
Please sign exactly as your name appears on this proxy. Joint
owners should each
sign personally. If signing as attorney, executor, administrator,
trustee or
guardian, please include your full title. Corporate proxies should
be signed by
an authorized officer. If a partnership, please sign in Partnership
name by an
authorized person.
<PAGE>
PLEASE SIGN, DATE AND MAIL THIS CARD
PROMPTLY USING THE ENCLOSED ENVELOPE. IF YOU
HAVE ANY QUESTIONS, OR NEED ASSISTANCE, PLEASE
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