UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 10)*

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

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AMENDMENT NO. 10 to SCHEDULE 13D

 

                This amendment (“Amendment No. 10”) amends the Schedule 13D as previously filed and amended (the “Schedule”) by Value Partners, Ltd. (“VP”), Ewing & Partners (“E&P”) (or its predecessor, Fisher Ewing Partners) and Timothy G. Ewing with the Securities and Exchange Commission with respect to the 12% Cumulative Exchangeable Redeemable Preferred Stock, $.01 par value per share (the “Exchangeable Preferred Stock”), of Telos Corporation, a Maryland corporation (the “Issuer”).  All defined terms refer to terms defined herein or in the Schedule as previously amended.  This Amendment No. 10 speaks only as of its date.  Mr. Ewing, E&P, and VP are collectively referred to herein as the “Reporting Persons.”  The Schedule is amended only to the extent set forth below:

 

Item 4.  Purpose of Transaction

 

                Item 4.  Purpose of Transaction appearing in the Schedule is supplemented by adding the following disclosure to the end of such item:

 

                On May 3, 2005, Timothy G. Ewing and Ewing & Partners sent a letter to the Committee of Independent Directors of the Board of Directors of the Issuer jointly with other holders of the Exchangeable Preferred Stock. A copy of the letter is filed as Exhibit 99.1 hereto and is incorporated herein by reference. The letter urges the Committee of Independent Directors to consider a strategic transaction such as, but not limited to, a public equity offering or a merger transaction so that the Issuer may recognize its unrealized value and raise sufficient funds to fulfill its contractual obligations to redeem the Exchangeable Preferred Stock on November 21, 2005.

 

                The signatories to the letter included four other holders of the Exchangeable Preferred Stock. The signatories to the letter expressly state that they are not acting together for purposes of acquiring, holding, voting or disposing of any equity security of the Issuer, and they expressly deny that they constitute a group within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.

 

Item 7.  Material to be Filed as Exhibits

 

                The following exhibit is filed as part of this Amendment No. 10:

 

                                Exhibit 99.1            Letter dated May 3, 2005 to the Committee of Independent

                                                                Directors of the Board of Directors of the Issuer

 

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SIGNATURES

 

 

 

                After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this Amendment No. 10 to the Schedule 13D is true, complete and correct.

 

		VALUE PARTNERS, LTD.
		By:	Ewing & Partners as General Partner
Date:	May 4, 2005	By:	/s/ Timothy G. Ewing
			Timothy G. Ewing, Managing Partner
		EWING & PARTNERS
Date:	May 4, 2005	By:	/s/ Timothy G. Ewing
			Timothy G. Ewing, Managing Partner
Date:	May 4, 2005	/s/ Timothy G. Ewing
		Timothy G. Ewing

 

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