FORM 8-K

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 15, 2012

 

 

TELEPHONE AND DATA SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation)

001-14157

(Commission File Number)

36-2669023

(IRS Employer Identification No.)

 

30 North LaSalle Street, Suite 4000, Chicago, Illinois
(Address of principal executive offices)

60602
(Zip code)

 

Registrant's telephone number, including area code:  (312) 630-1900

 

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 
 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements for Certain Officers  

 

The following information is being provided pursuant to paragraph (e) of Item 5.02 of Form 8-K:

 

Telephone and Data Systems, Inc. (“TDS”) previously established the Telephone and Data Systems, Inc. Supplemental Executive Retirement Plan (the “SERP”) for the benefit of eligible employees of TDS and certain subsidiaries of TDS.   The SERP provides supplemental benefits to offset the reduction of benefits under the TDS Pension Plan caused by the limitation on annual employee compensation which can be considered for tax qualified pension plans under the Internal Revenue Code of 1986, as amended (the “Code”) and certain other Code limitations.  The SERP is a non-qualified deferred compensation plan and is unfunded.

 

The foregoing brief summary of the SERP is qualified in its entirety by reference to the Telephone and Data Systems, Inc. Supplemental Executive Retirement Plan (As Amended and Restated, Effective January 1, 2009), which is included as Exhibit 10.1 to this Form 8-K and incorporated by reference to this Item 5.02.

 

On March 15, 2012, TDS amended the SERP to change the frequency of crediting assumed earnings to participant accounts under the SERP from annually to quarterly.

 

The foregoing brief summary of the amendment to the SERP is qualified in its entirety by reference to Amendment Number One to the Telephone and Data Systems, Inc. Supplemental Executive Retirement Plan, which is attached as Exhibit 10.2 to this Form 8-K and incorporated by reference to this Item 5.02.

 

Item 9.01.  Financial Statements and Exhibits

 

(d) Exhibits: 

 

In accordance with the provisions of Item 601 of Regulation S-K, any Exhibits filed or furnished herewith are set forth on the Exhibit Index attached hereto.

 

 
 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

 

 

 

Telephone and Data Systems, Inc.

(Registrant)    

 

Date:  March 19, 2012

 

By: /s/ Douglas D. Shuma 
  Douglas D. Shuma
Senior Vice President and Controller

 

 

 
 

 

EXHIBIT INDEX

 

The following exhibits are filed herewith as noted below.

 

Exhibit
No. 		Decription
10.1 Telephone and Data Systems, Inc. Supplemental Executive Retirement Plan (As Amended and Restated, Effective January 1, 2009) is hereby incorporated by reference from Exhibit 10.1 to TDS’ Current Report on Form 8-K dated August 27, 2008.
 
10.2 Amendment Number One to the Telephone and Data Systems, Inc. Supplemental Executive Retirement Plan.

 

 

 

 

EXHIBIT 10.2

 

AMENDMENT NUMBER ONE
TO THE
TELEPHONE AND DATA SYSTEMS, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

WHEREAS, Telephone and Data Systems, Inc., a Delaware corporation (the “Company”), has heretofore adopted and maintains for the benefit of eligible employees of the Company and certain subsidiaries of the Company a supplemental executive retirement plan designated the “Telephone and Data Systems, Inc. Supplemental Executive Retirement Plan” (the “Plan”);

WHEREAS, the Plan was most recently amended and restated, effective January 1, 2009; and

WHEREAS, the Company desires to amend the Plan further to change the frequency of crediting assumed earnings to participant accounts from annually to quarterly.

NOW, THEREFORE, pursuant to the power of amendment contained in Section 6.1 of the Plan, the Plan hereby is amended, effective as of January 1, 2012, as follows:

1.         Section 2.3 hereby is amended in its entirety to read as follows:

2.3    Earnings and Other Adjustments .  For bookkeeping purposes only, the account established for each Participant pursuant to Section 2.2 shall be adjusted as of the last day of each calendar quarter (each such date, an “Adjustment Date”) until the Participant’s account has been distributed in its entirety to reflect (i) any distributions made to the Participant (or his or her Beneficiary) pursuant to Section 3; (ii) any forfeiture of the account, or a portion thereof, pursuant to Section 3.1(b); and (iii) an assumed rate of earnings equal to one-fourth of the annual yield on ten year BBB rated industrial bonds for the last trading date of the immediately preceding Plan

 
 

Year as quoted by Standard & Poors.  For the purpose of crediting assumed earnings, the Participant’s account shall be deemed to exclude, and thus assumed earnings for a calendar quarter shall not be credited on, (X) any distributions made to the Participant (or his or her Beneficiary) pursuant to Section 3 on or prior to the applicable Adjustment Date; (Y) any portion of the account forfeited pursuant to Section 3.1(b) on or prior to the applicable Adjustment Date and (Z) any contributions credited to the account pursuant to Section 2.2 which are attributable to the Plan Year during which the applicable Adjustment Date occurs.

2.         Section 3.3 hereby is amended to replace the phrase “adjusted each Plan Year” set forth in the first sentence thereof with the phrase “adjusted each calendar quarter”.

IN WITNESS WHEREOF, the Company has caused this Amendment Number One to be executed by its duly authorized officers this 15th day of March, 2012.

 

TELEPHONE AND DATA SYSTEMS, INC.
   

By:

/s/ LeRoy T. Carlson, Jr. 
Chief Executive Officer, Chier Financial
Officer or Vice President Human Resources
   
By: /s/ C. T. Herbert 
  Chief Executive Officer, Chief Financial
Officer of Vice President Human Resources