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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 2270 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Option (Right to buy) (8) | $ 47.6 | Â | Â | Â | Â | Â | 12/15/1996 | 12/15/2006 | Tandem Common and Special Common Shares (8) | Â | 13,233 | Â | ||
| Option (Right to buy) (8) | $ 43.88 | Â | Â | Â | Â | Â | 12/15/1997 | 12/15/2007 | Tandem Common and Special Common Shares (8) | Â | 11,770 | Â | ||
| Option (Right to buy) (8) | $ 39.75 | Â | Â | Â | Â | Â | 12/15/1998 | 06/22/2008 | Tandem Common and Special Common Shares (8) | Â | 27,300 | Â | ||
| Option (Right to buy) (8) | $ 43.75 | Â | Â | Â | Â | Â | Â (4) | 11/05/2007 | Tandem Common and Special Common Shares (8) | Â | 54,600 | Â | ||
| Option (Right to buy) (8) | $ 66.75 | Â | Â | Â | Â | Â | 12/15/1999 | 04/30/2009 | Tandem Common and Special Common Shares (8) | Â | 27,850 | Â | ||
| Option (Right to buy) (8) | $ 105.13 | Â | Â | Â | Â | Â | 12/15/2000 | 05/05/2010 | Tandem Common and Special Common Shares (8) | Â | 32,000 | Â | ||
| Option (Right to buy) (8) | $ 121.12 | Â | Â | Â | Â | Â | Â (5) | 09/16/2010 | Tnadem Common and Special Common Shares | Â | 56,720 | Â | ||
| Option (Right to buy) (8) | $ 99.44 | Â | Â | Â | Â | Â | 12/15/2001 | 04/30/2011 | Tandem Common and Special Common Shares (8) | Â | 29,429 | Â | ||
| Option (Right to buy) (8) | $ 60.2 | Â | Â | Â | Â | Â | 12/15/2002 | 08/19/2012 | Tandem Common and Special Common Shares | Â | 68,215 | Â | ||
| Option (Right to buy) (8) | $ 52.92 | Â | Â | Â | Â | Â | 12/15/2003 | 07/03/2013 | Tandem Common and Special Common Shares (8) | Â | 65,567 | Â | ||
| Option (Right to buy) (8) | $ 66 | Â | Â | Â | Â | Â | 12/15/2004 | 05/08/2014 | Tandem Common and Special Common Shares (8) | Â | 67,540 | Â | ||
| Option (Right to buy) (8) | $ 77.36 | Â | Â | Â | Â | Â | 12/15/2005 | 04/20/2005 | Tandem Common and Special Common Shares (8) | Â | 111,045 | Â | ||
| Option (Right to Buy) (13) | Â | Â | Â | Â | Â | Â | 12/15/2007 | Â (11) | Tandem Common or Special Common Shares | Â | 19,024 | Â | ||
| Series A Common Shares | Â | 12/31/2005 | Â | J(7) | 7,286.2 | Â | Â (1) | Â (1) | Common or Special Common Shares | (1) | 1,816,776.1 (2) | By Voting Trust | ||
| Deferred Compensation | Â | 12/31/2005 | Â | J(3) | 110.4 | Â | Â (3) | Â (3) | Common Shares | (3) | 12,155.6 | Â | ||
| Deferred Compensation | Â | 05/13/2005 | Â | J(9) | 12,070.2 | Â | Â (10) | Â (10) | Special Common Shares | (10) | 12,159 | Â | ||
| Deferred Compensation | Â | 12/31/2005 | Â | J(7) | 88.8 | Â | Â (10) | Â (10) | Special Common Shares | (10) | 12,159 | Â | ||
| Series A Common Shares | Â | 12/31/2005 | Â | J(7) | 117.7 | Â | Â (1) | Â (1) | Common or Special Common Shares | (1) | 12,633.2 | Â | ||
| Series A Common Shares | Â | 12/31/2005 | Â | J(7) | 49.2 | Â | Â (1) | Â (1) | Common or Special Common Shares | (1) | 5,274.9 | By Wife | ||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| CARLSON LEROY T JR 30 N. LASALLE ST., STE. 4000 CHICAGO, IL 60602 |
 X |  |  President and CEO |  |
| Julie D. Mathews, by power of atty | 08/18/2005 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Series A Common shares are convertible, on a share-for-share basis, into common or special common. |
| (2) | Reporting person is one of four trustees which is record owner of these shares which files its holdings on forms 4. Of these shares, 83760.5 (including 16294.5 acquired in dividend reinvestment) are held as custodian for children and 9074.3 (including 1117.3 acquired in dividend reinvestment) are held by spouse, and 686294.6 (including 16297.6 acquired in dividend reinvestment) shares are held by a family partnership of which reporting person is a general partner. Of the remaining shares, 2683.7 were earned pursuant to a dividend reinvestment plan. Reporting person disclaims beneficial ownership of shares owned by wife and as custodian for children. In addition, 862,693 Series A common Shares owned by family limited partnership of which reporting person and his spouse each hold 500 general partnerhip interests and collectively hold 99,000 limited partnership interests. |
| (3) | Reporting person deferred 1998 bonus pursuant to the TDS 1998 Long Term Incentive Plan. The deferred bonus was 2284.36 shares and the employer match was 662.46 shares which vests ratably at a rate of 33%, 33%, 34% on 12/31/99, 12/31/00 and 12/31/01. Reporting person deferred 2000 bonus and received 2773.16 shares in deferred bonus and 804.22 shares in employer match with vests ratably at 33%, 33%, 34% on 12/31/01, 12/31/02, 12/31/03. Reporting person deferred 2002 bonus and received 4204.45 shares in deferred bonus and 1051.114 in employer match which vests ratably at 33%, 33%, 34% in 12/31/03, 12/31/04 and 12/31/05. Reporting person had accumulated 375.805 in dividend reinvestment shares. |
| (4) | Granted under the TDS 1998 Long Term Incentive Plan. The option is exercisable with respect to 18,200 common shares on 12/15/98, 12/15/99 and on 12/15/00 for a total of 54,600. |
| (5) | Granted under the TDS 1998 Long Term Incentive Plan. The option is exercisable with respect to 14,180 common shares on 12/15/01, 12/15/02, 12/15/03 and 12/15/04 for a total of 56,720 common shares. |
| (6) | Voluntary reporting of shares acquired in 2005 in the TDS 401K. The information is based on a plan statement dated 12/31/05. The number of shares fluctuates and is attributable to the price of the shares on 12/31/05. |
| (7) | Voluntary reporting of shares acquired through dividend reinvestment in 2005. |
| (8) | Common shares were granted without consideration under the long term incentive plan. As a result of the special common stock dividend, all options to purchase common shares as of May 13 under the long term incentive plan, whether vested or unvested, were adjusted into tandem options. The tandem option provides that upon exercise, the optionee purchases the number common shares orginally subject to the option plus an equal number of special common. |
| (9) | On May 13 TDS authorized a special common dividend to holders of common shares in which one special common share was distributed to all shareholders making this acquisition exempt from Section 16a-9(a). |
| (10) | Reporting person deferred 1998 bonus pursuant to the TDS 1998 Long Term Incentive Plan. The deferred bonus was 2284.36 shares and the employer match was 662.46 shares which vests ratably at a rate of 33%, 33%, 34% on 12/31/99, 12/31/00 and 12/31/01. Reporting person deferred 2000 bonus and received 2773.16 shares in deferred bonus and 804.22 shares in employer match with vests ratably at 33%, 33%, 34% on 12/31/01, 12/31/02, 12/31/03. Reporting person deferred 2002 bonus and received 4204.45 shares in deferred bonus and 1051.114 in employer match which vests ratably at 33%, 33%, 34% in 12/31/03, 12/31/04 and 12/31/05. Reporting person had accumulated 290.5 in dividend reinvestment shares as May 13. Reporting person accumulated 88.8 shares in dividend reinvestment in the remainder of 2005. |
| (11) | Restricted stock unit award pursuant to the 2004 Long-Term Incentive Plan. Stock units will become vested on December 15, 2007. |
| (12) | Reporting person is one of four trustees which is record owner of these shares which files its holdings on forms 4. Of these shares, 83792.9 (including 16326.93 acquired in dividend reinvestment) are held as custodian for children and 9077.8 (including 1120.8 acquired in dividend reinvestment) are held by spouse, and 683158.1 (including 13161.1 acquired in dividend reinvestment) shares are held by a family partnership of which reporting person is a general partner. Of the remaining shares, 2106.9 were earned pursuant to a dividend reinvestment plan. Reporting person disclaims beneficial ownership of shares owned by wife and as custodian for children. In addition, 862,693 Series A common Shares owned by family limited partnership of which reporting person and his spouse each hold 500 general partnership interests and collectively hold 99,000 limited partnership interests. |
| (13) | Restricted stock units for common shares were granted without consideration under the long term incentive plan. As a result of the special common stock dividend,all restricted stock units as of May 13 that are be settled in common shares, whether vested or unvested, were adjusted to provide shat such award will be settled in the number of common shares originally subject to the award plus an equal number of special common shares. |