UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 3 to the Amended and Restated
Schedule 13G)*
Telephone and Data Systems, Inc.
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(Name of Issuer)
Common Shares, $1.00 par value
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(Title of Class of Securities)
87943310
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(CUSIP Number)
* The remainder of this cover page shall be filed 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
disclosures provided in a prior cover page.
The information required on 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).
Page 1 of 6
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13G
CUSIP NO. 87943310 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Trustees under The Voting Trust under Agreement dated June 30, 1989
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
Not Applicable
6 SHARED VOTING POWER - 6,318,335
Series A Common Shares which have
NUMBER OF ten votes per share on all matters
SHARES and are convertible on a share-for-
BENEFICIALLY share basis into Common Shares, and
OWNED BY are held by the reporting persons
EACH as trustees of a Voting Trust.
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH
Not Applicable
8 SHARED DISPOSITIVE POWER
Not Applicable
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Same as 6
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) - Reporting persons
beneficially own approximately 91.4% of the Series A Common Shares of
the Issuer, representing approximately 10.3% of the Issuer's
outstanding classes of Common Stock and 51.1% of the Issuer's voting
power.1
12 TYPE OF REPORTING PERSON*
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 6 pages
1 Based on 54,237,157 TDS Common Shares and 6,916,546 Series A Common Shares
issued and outstanding on December 31, 1996.
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Schedule 13G
Issuer: Telephone and Data Systems, Inc.
Page 3 of 6
Item 1. (a) Name of Issuer:
Telephone and Data Systems, Inc.
(b) Address of Issuers's Principal Executive Offices:
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
Item 2. (a) Name of Person Filing:
The Trustees of the Voting Trust under Agreement
dated June 30, 1989:
LeRoy T. Carlson, Jr.
Walter C.D. Carlson
Letitia G.C. Carlson
Donald C. Nebergall
Melanie J. Heald
(b) Address of Principal Business Office or, if None,
Residence:
c/o Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c) Citizenship:
See cover page, item 4
(d) Title of Class of Securities:
Common Shares, $1.00 par value
(e) CUSIP Number:
87943310
Item 3. (a) - (h)
Not Applicable
Item 4. Ownership
(a) Amount Beneficially Owned as of December 31, 1996:
See cover page, item 6
(b) Percent of Class:
See cover page, item 11
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Schedule 13G
Issuer: Telephone and Data Systems, Inc.
Page 4 of 6
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
Not Applicable
(ii) Shared power to vote or to direct the vote:
See cover page, item 6
(iii) Sole power to dispose or to direct the
disposition of:
Not Applicable
(iv) Shared power to dispose or to direct the
disposition of:
Not Applicable
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary which
Acquired the Security Being Reported on By the Parent Holding
Company.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
(i) Identification:
The Trustees of the Voting Trust under Agreement
dated June 30, 1989:
LeRoy T. Carlson, Jr.
Walter C.D. Carlson
Letitia G.C. Carlson
Donald C. Nebergall
Melanie J. Heald
(ii) Classification:
None of the members of the group is a person
identified under Item 3 of Schedule 13G
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
Not Applicable
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Schedule 13G
Issuer: Telephone and Data Systems, Inc.
Page 5 of 6
SIGNATURE
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.
Date: February 10, 1997 TRUSTEES OF THE VOTING TRUST UNDER
AGREEMENT DATED JUNE 30, 1989
/s/ Walter C.D. Carlson*
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Walter C.D. Carlson
/s/ Letitia G.C. Carlson*
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Letitia G.C. Carlson
/s/ Donald C. Nebergall*
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Donald C. Nebergall
/s/ Melanie J. Heald*
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Melanie J. Heald
*By: /s/ LeRoy T. Carlson, Jr.
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LeRoy T. Carlson, Jr.
Trustee and as Attorney-in-Fact for
above Trustees*
*Pursuant to attached Joint Filing Agreement and
Power of Attorney
Signature Page to Amendment No. 3 to the Amended and Restated Schedule 13G
relating to the direct beneficial ownership in the Common Shares of
Telephone and Data Systems, Inc. by the Voting Trust.
<PAGE>
Schedule 13G
Issuer: Telephone and Data Systems, Inc.
Page 6 of 6
Exhibit to Schedule 13G by the Trustees of the Voting Trust Agreement
dated June 30, 1989
JOINT FILING AGREEMENT AND POWER OF ATTORNEY
By signing below, the parties hereto hereby agree and consent, pursuant
to Rule 13d-1(f)(1), to the joint filing of Schedules 13G and/or Schedules 13D
(including any amendments thereto) on behalf of such parties in their capacities
as trustees of the Voting Trust Agreement dated June 30, 1989, as amended. Each
of the undersigned persons further hereby constitutes and appoints each of LeRoy
T. Carlson, Jr. and Walter C.D. Carlson, acting singly, as their true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for the undersigned and in the name, place and stead of the
undersigned, in their capacities as trustees of such voting trust, to execute
for and on behalf of the undersigned, all Schedules 13G and/or Schedules 13D and
all amendments thereto as required by the Securities Exchange Act of 1934, as
amended, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, the issuer
and relevant stock exchanges. The powers hereby conferred upon the said
attorneys-in-fact and agents shall continue in force until notice of the
revocation of this Power of Attorney has been received by the said
attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned have hereunto subscribed this Joint
Filing Agreement and Power of Attorney as of the 10th day of February, 1997.
/s/ LeRoy T. Carlson, Jr.
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LeRoy Carlson, Jr.
/s/ Walter C.D. Carlson*
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Walter C.D. Carlson
/s/ Letitia G.C. Carlson*
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Letitia G.C. Carlson
/s/ Donald C. Nebergall*
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Donald C. Nebergall
/s/ Melanie J. Heald*
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Melanie J. Heald
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