As filed with the Securities and Exchange Commission on April 15, 1997
Registration No. 333-1384
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act Of 1933
360 COMMUNICATIONS COMPANY
(Exact Name of Registrant as Specified in its Charter)
Delaware 47-0649117
(State of Incorporation) (I.R.S. Employer
Identification No.)
8725 Higgins Road
Chicago, Illinois 60631-2702
(Address of Principal Executive Offices)
360 COMMUNICATIONS COMPANY
1996 REPLACEMENT EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
Kevin C. Gallagher, Esq.
Senior Vice President, General
Counsel and Secretary
360 Communications Company
8725 Higgins Road
Chicago, Illinois 60631-2702
(773) 399-2500
(Name, Address, and Telephone Number of Agent for Service)
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<PAGE>
DEREGISTRATION OF SECURITIES
On February 14, 1996, the Registrant filed with the Securities and
Exchange Commission a Registration Statement on Form S-8 (Registration Statement
No. 333-1384) (the "Form S-8") registering 280,000 shares of the Registrant's
Common Stock, $0.01 par value (the "Shares"), to be issued to participants under
the Registrant's 1996 Employee Stock Purchase Plan (the "Plan"). The Plan was
terminated after an aggregate of 91,415 Shares were issued to participants
thereunder. This Post-Effective Amendment No. 1 to Registration Statement on
Form S-8 is being filed in order to deregister all Shares that were registered
under the Form S-8 and remain unissued under the Plan.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Post-Effective Amendment No. 1 to Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Chicago, Illinois, on April 15, 1997.
360 COMMUNICATIONS COMPANY
/s/ Kevin C. Gallagher
By:_____________________________
Kevin C. Gallagher
Senior Vice President,
General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement has been signed by the
following persons in the capacities and on the dates indicated:
Signature Title Date
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/s/ Dennis E. Foster President and Chief Executive April 15, 1997
- ------------------------------ Officer and Director
Dennis E. Foster (Principal Executive Officer)
/s/ Michael J. Small Executive Vice President and April 15, 1997
- ------------------------------ Chief Financial Officer
Michael J. Small (Principal Financial Officer)
/s/ Gary L. Burge Senior Vice President - Finance April 15, 1997
- ------------------------------ (Principal Accounting Officer)
Gary L. Burge
/s/ Frank E. Reed Chairman of the Board of April 15, 1997
- ------------------------------ Directors
Frank E. Reed
/s/ Lester Crown Director April 15, 1997
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Lester Crown
/s/ Michael Hooker Director April 15, 1997
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Michael Hooker
/s/ Robert E. R. Huntley Director April 15, 1997
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Robert E. R. Huntley
/s/ Valerie B. Jarrett Director April 15, 1997
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Valerie B. Jarrett
/s/ Alice M. Peterson Director April 15, 1997
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Alice M. Peterson
/s/ Charles H. Price, II Director April 15, 1997
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Charles H. Price, II
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