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July 6, 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:
Since Mr. Gallagher has not explained any basis for his July 1, 2009
letter’s stated belief that my June 24, 2009 letter did not comply
with statutory requirements for shareholder access to information, I
will revise the form of the demand with added issues and purposes
that are conventionally respected.
Continuing to act as a shareholder Delegate according to the powers
of attorney and evidence of stock ownership accompanying the
attached June 24, 2009 letter, and having no notice or knowledge
that those powers have been revoked, I now demand pursuant to
Section 220 of the Delaware General Corporation Law that you produce
for inspection and copying all books and records of Telephone Data
and Systems, Inc. (“TDA” or the “Company”), relating to board or
individual director consideration of the following matters,
including but not limited to board minutes, briefings, exhibits,
management or consultant reports, other professional analyses or
recommendations, and communications with or among directors:
(1) the questions presented to directors in a report on May 15, 2009
and at the Company’s annual meeting of shareholders on May 21, 2009,
as previously demanded in the June 24, 2009 letter which is attached
for reference;
(2) what is described on page 89 of the
Company’s most recent proxy statement as “a written, all cash,
significant premium bid for TDS from a well-resourced strategic
acquirer” in 2008;
(3) the failure of a
Company officer and director to inform the board of the proposed
transaction in 2008, as also reported on page 89 of the most recent
proxy statement; and
(4)
the adequacy of internal controls for related party transactions,
generally, and specifically concerning the affiliated United States
Cellular Corporation and Sidley Austin LLP.
The purposes of this revised 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, (c) the views of each director
regarding his or her responsibilities to consider shareholder
interests, and (d) the possible need for actions to protect investor
rights or interests.
Any confidential material should be identified, as indicated in my
initial June 24 demand letter, so that appropriate arrangements can
be made for its review. All of my statements in the June 24 letter
concerning confidentiality provisions and the reporting of
information are applicable to this revised demand.
If you believe that this demand fails to comply with any
requirements of Section 220, or of any other condition for obtaining
information relevant to investor interests, I must ask that you
state your position with sufficient particularity for me to
understand it. I will in any event expect your response within five
business days, as required by statute, and continue to encourage
your suggestions for providing the information as efficiently as
possible.
Sincerely yours,
/s
Gary Lutin,
as Delegate
Attachment
cc: Mr. Kevin C. Gallagher
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