|
June 24, 2009
By email
Mr. LeRoy T. Carlson, Jr.
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
Re: Demand for records
Dear Mr. Carlson:
Acting as a shareholder Delegate according to the accompanying
powers of attorney and evidence of stock ownership, having no notice
or knowledge that those powers have been revoked, I demand that you
produce the following books and records of Telephone Data and
Systems, Inc. (“TDA” or the “Company”), for inspection and copying
pursuant to Section 220 of the Delaware General Corporation Law:
Copies of all board minutes, reports, communications with or among
directors, and other records relating to board or individual
director consideration of the following questions presented to
directors in a report on May 15, 2009 and at the Company’s annual
meeting of shareholders on May 21, 2009:
1. Is there a strategic plan that you consider likely, in your
own business judgment, to generate a risk-adjusted value in excess
of what can be expected from a sale of the company, or of its
interest in US Cellular?
2. What do you consider to be the relative benefits of the
current 81% ownership interest in US Cellular, compared with either
100% ownership or divestment?
3. What do you consider to be the benefits to TDS shareholders of
the multiple classes of TDS and US Cellular stock?
4. What steps do you consider appropriate to assure investors as
well as prospective buyers, commercial partners, employees and
others that the company’s controlling shareholder is objectively
receptive to explorations of potentially beneficial proposals?
The purposes of this demand are to obtain information
relevant to shareholder decisions about both investment commitments
and voting matters, including evaluations of (a) management
policies, (b) the performance of the Company's directors,
individually and collectively, and (c) the views of each director
regarding his or her responsibilities to consider shareholder
interests.
Regarding any records that include
what you consider to be trade secrets or other information that
should be treated as confidential, you will of course be expected to
so identify the particular material. If appropriate, I will
authorize an attorney or other agent to establish conventional
agreements and procedures for independent review of such
confidential material as a foundation for the agent’s preparation of
reports that provide the substantive information needed for
investment decisions in a form suitable for public use, without
confidential details as approved by the Company or a court. It
should be understood that the information which is ultimately
provided to me should not be subject to any confidentiality
agreements or other duties that might restrict its distribution to
and use by participants in the Shareholder Forum,
since the very purpose of seeking the information is to make it
publicly available for use in investment decisions.
It should also be understood that neither your
communications with me nor any of my communications with others will
relieve the Company's management of its responsibility for providing
information to public investors in compliance with applicable SEC
regulations.
Please let me know within five business days what
arrangements you propose for producing the demanded records. I will
welcome your suggestions to provide the required information as
efficiently as possible, including by means of a report prepared by
the Company.
Sincerely yours,
/S
Gary Lutin,
as Delegate
Attachment
|