Voting Trust 1989 Amends TDS Stake Filing

TL;DR

Voting Trust 1989 updated its TDS filing - ownership details may be changing.

AI Summary

On May 29, 2024, the Voting Trust 1989 filed an amendment (Amendment No. 9) to its Schedule 13D concerning Telephone and Data Systems, Inc. (TDS). The filing indicates a change in the reporting person's holdings, though specific details on the nature or extent of the change are not provided in this excerpt. The filing is an update to previous disclosures regarding beneficial ownership.

Why It Matters

This amendment signals a potential shift in the ownership structure or strategy of a significant shareholder in Telephone and Data Systems, Inc., which could influence the company's future direction.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings can indicate significant changes in beneficial ownership, potentially impacting stock price and corporate control.

Key Players & Entities

• Voting Trust 1989 (company) — Reporting person filing amendment
• Telephone and Data Systems, Inc. (company) — Subject company
• 30 NORTH LASALLE STREET, STE 4000 (address) — Business and mail address for Telephone & Data Systems, Inc.
• CHICAGO (location) — City for business and mail address
• IL (location) — State for business and mail address
• 60602 (zip_code) — ZIP code for business and mail address
• 3126301900 (phone_number) — Business phone number for Telephone & Data Systems, Inc.
• C/O TELEPHONE & DATA SYSTEMS INC (address) — Business address for Voting Trust 1989
• MIDDLETON (location) — City for mail address of Voting Trust 1989
• WI (location) — State for mail address of Voting Trust 1989

FAQ

Key Financial Figures

• $0.01 — Inc. (Name of Issuer) Common Shares ($0.01 par value) (Title of Class of Securiti
• $4.4 billion — to T-Mobile US, Inc. for approximately $4.4 billion in cash and the assumption of certain d
• $15.01 — on Shares at a per share price equal to $15.01 during the past 60 days). (ii) On May
• $20.80 — pay taxes based on a per share price of $20.80. (iii) On May 19, 2024, LeRoy T. Carls

Filing Documents

• tdsvotingtrust202413-d.htm (SC 13D/A) — 83KB
• 0000913115-24-000003.txt ( ) — 85KB

Security and Issuer

Item 1. Security and Issuer . This statement relates to the Common Shares of the Issuer. The principal executive office of the Issuer is located at 30 North LaSalle, Suite 4000, Chicago, Illinois 60602.

Identity and Background

Item 2. Identity and Background . This Amendment No. 9 to Schedule 13D is being filed by the trustees (the "Trustees") of the Amendment and Restatement (dated as of April 22, 2005) of Voting Trust under Agreement Dated as of June 30, 1989 (the "Voting Trust"), concerning their direct and indirect beneficial ownership of Common Shares. The following sets forth Items 2(a) through 2(f) for each filing person. Voting Trust . The Voting Trust is organized under Delaware law. The principal business address of the Voting Trust is co LeRoy T. Carlson, Jr., Telephone and Data Systems, Inc., 30 North LaSalle Street, Suite 4000, Chicago, Illinois 60602. Trustees . The information required under paragraphs (a) — (c) and (f) with respect to the Trustees of the Voting Trust is set forth in Appendix A hereto, and incorporated herein by reference. The following is information required under paragraphs (d) and (e) for all filing persons. (d) During the last five years, neither the Voting Trust nor any of the Trustees identified in Appendix A hereto has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, neither the Voting Trust nor any of the Trustees thereof identified in Appendix A hereto was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration . The Trustees are not acquiring additional Common Shares that trigger the filing of this Amendment No. 9 to Schedule 13D. This Amendment No. 9 to Schedule 13D was triggered by a modification of the Trustees' intent and not by an acquisition of additional securities. The information in Item 4 below is incorporated by reference herein.

Purpose of Transaction

Item 4. Purpose of Transaction . This Item 4 is being updated by the following information. On May 24, 2024, the Issuer and its majority-owned subsidiary, United States Cellular Corporation ("UScellular") entered into a securities purchase agreement, pursuant to which, among other things, UScellular has agreed to sell its wireless operations and select spectrum assets to T-Mobile US, Inc. for approximately $4.4 billion in cash and the assumption of certain debt, subject to certain potential adjustments (the "Securities Purchase Agreement"), as further described in Issuer's Form 8-K filed with the Securities and Exchange Commission on May 28, 2024. Such Form 8-K also provides additional information regarding the Securities Purchase Agreement, as well as certain other ancillary agreements. The foregoing description of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, which is filed as an exhibit hereto and is incorporated by reference herein. The Issuer and the Trustees have jointly filed an amendment to Schedule 13D relating to the securities of UScellular owned by the Issuer and the Trustees. Such amendment is not incorporated herein by reference. Except as disclosed or incorporated by reference herein, the Voting Trust does not have any current intention, plan or proposal with respect to any of the matters specified in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Trustees intend to maintain the ability to keep or dispose of the voting control of the Issuer. If and to the extent that UScellular remains a publicly-traded company, the Trustees intend that TDS maintain the ability to keep or dispose of the voting control of UScellular. The Trustees also retain the right to change their intent, to acquire additional securities from time to time or to dispose of all or part of the securities beneficially owned by the Voting Trust

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer . (a) As of the end of the trading day on May 24, 2024, pu rsuant to Rule 13d-3(d)(1)(i), the Voting Trust and each of the Trustees may be deemed to beneficially own an aggregate of 6,301,017 Common Shares, and 7,210,785 Series A Common Shares held by the Voting Trust that are convertible into 7,210,785 Common Shares. See Appendix B for additional Common Shares beneficially owned by each of the Trustees. (b) The following information is provided with respect to the shares held by the Voting Trust. See Appendix B for information with respect to other shares beneficially owned by each of the Trustees. (i) Sole Power to Vote or Direct the Vote None. (ii) Shared Power to Vote or Direct the Vote The Voting Trust is the direct beneficial owner of Common Shares and Series A Common Shares that are convertible on a share-for-share basis into Common Shares. The Voting Trust may be deemed to hold approximately 95.7% of the outstanding Series A Common Shares of the Issuer and approximately 6.0% of the outstanding Common Shares of the Issuer for a combined total of approximately 12.0% of the Issuer's outstanding classes of capital stock and approximately 56.8% of the voting power on an aggregate basis. The holders of Common Shares are entitled to elect four of the current eleven directors of the Issuer. The Trustees hold 6.0% of the voting power in the election of such four directors. In addition, the holders of Common Shares have votes per share that float in matters other than the election of directors. The Common Shares held by the Voting Trust represent approximately 2.6% of the combined voting power in matters other than the election of directors. The holders of Series A Common Shares are entitled to elect seven of the current eleven directors of the Issuer. The reporting persons hold 95.7% of the voting power in the election of such seven directors. The Series A Common Shares also have ten votes per share in matter

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer . The Voting Trust was created to facilitate long-standing relationships among the trust's certificate holders. Under the terms of the Voting Trust, the Trustees hold and vote the Series A Common Shares and Common Shares held in the trust. The information contained in Item 5(b)(ii) above is incorporated herein by reference.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits . (a) Amendment and Restatement (dated as of April 22, 2005) of Voting Trust Agreement Dated as of June 30, 1989, is hereby incorporated by reference from Amendment No. 3 to this Schedule 13D dated May 2, 2005. (b) Securities Purchase Agreement by and among TDS, UScellular, USCC Wireless Holdings, LLC and T-Mobile US, Inc., dated May 24, 2024 (incorporated by reference to Exhibit 2.1 of the Issuer's current report on Form 8-K filed by the Issuer on May 28, 2024). 5 JOINT FILING AGREEMENT The undersigned hereby agree and consent, pursuant to Rule 13d-1(k), to the joint filing of all Schedules 13D andor Schedules 13G (including any amendments thereto) on behalf of such parties with respect to the Issuer.

SIGNATURES

SIGNATURES 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 May 29, 2024 TRUSTEES OF AMENDMENT AND RESTATEMENT (DATED AS OF APRIL 22, 2005) OF VOTING TRUST UNDER AGREEMENT DATED AS OF JUNE 30, 1989 s Walter C. D. Carlson Walter C. D. Carlson s Letitia G. Carlson, M.D. Letitia G. Carlson, M.D. s Prudence E. Carlson Prudence E. Carlson s LeRoy T. Carlson, Jr. LeRoy T. Carlson, Jr. 6 APPENDIX A Trustees of the Voting Trust (I) (a) Name Walter C. D. Carlson (b) Business Address Sidley Austin LLP One South Dearborn Street Chicago, Illinois 60603 (c) Present Principal Occupation or Employment Senior Counsel of the law firm of Sidley Austin LLP (see above for address) (f) Citizenship United States (II) (a) Name LeRoy T. Carlson, Jr. (b) Business Address Telephone and Data Systems, Inc. 30 North LaSalle Street Suite 4000 Chicago, Illinois 60602 (c) Present Principal Occupation or Employment President and Chief Executive Officer of Telephone and Data Systems, Inc. (see above for address) (f) Citizenship United States (III) (a) Name Letitia G. Carlson, M.D. (b) Business Address Telephone and Data Systems, Inc. 30 North LaSalle Street Suite 4000 Chicago, Illinois 60602 (c) Present Principal Occupation or Employment Physician and Clinical Professor at George Washington University Medical Faculty (see above for address) (f) Citizenship United States (IV) (a) Name Prudence E. Carlson (b) Business Address Telephone and Data Systems, Inc. 30 North LaSalle Street Suite 4000 Chicago, Illinois 60602 (c) Present Principal Occupation or Employment Private Investor (see above for address) (f) Citizenship United States 7 APPENDIX B Name Number of Common Shares Beneficially Owned As of May 24, 2024 Percent of Class of Common Shares LeRoy T. Carlson, Jr. 1,558,989 (1) 1.3% Walter C. D. Carlson 245,716 (2) * Letitia

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