<PAGE>
Registration No. 33-68456
As filed with the Securities and Exchange Commission on July 23, 1998
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No.2*
to
FORM S-3
Registration Statement
Under
THE SECURITIES ACT OF 1933
TELEPHONE AND DATA SYSTEMS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 36-2669023
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
30 North La Salle Street
Chicago, Illinois 60602
(312) 630-1900
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
LeRoy T. Carlson, Chairman
Telephone and Data Systems, Inc.
30 North La Salle Street
Chicago, Illinois 60602
(312) 630-1900
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies of all communications to:
Wilbur C. Delp, Jr., Esq.
Sidley & Austin
One First National Plaza, Chicago, Illinois 60603
(312) 853-7000
Approximate date of commencement of proposed sale to the public: From time
to time after the Registration Statement becomes effective, as determined by
market conditions and other factors.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration number of the earlier effective
registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
*THIS POST-EFFECTIVE AMENDMENT NO. 2 (THE "AMENDMENT") TO THE REGISTRANT'S
REGISTRATION STATEMENT NO. 33-68456 IS BEING FILED PURSUANT TO RULE 462(D) UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, FOR THE SOLE PURPOSE OF FILING AN
EXHIBIT AND, ACCORDINGLY, SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING WITH
THE COMMISSION.
<PAGE>
EXPLANATORY NOTE
This Post-Effective Amendment No. 2 to Form S-3 is being filed solely for
the purpose of filing as an exhibit the Form T-1 Statement of Eligibility and
Qualification relating to Registration Statement No. 33-68456, declared
effective on October 12, 1993, and amended by a Post-Effective Amendment,
declared effective on June 10, 1998.
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<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number
------
<S> <C>
* 1.2 Form of Selling Agency Agreement
* 4.1 Form of Indenture
* 4.2 Form of Global Note
* 4.3 Form of Certificated Note
* 4.4 Restated Certificate of Incorporation of the
Registrant, is hereby incorporated by reference to
Exhibit 3.1 to the Registrant's Current Report on
Form 8-K dated May 22, 1998.
*4.5 Restated Bylaws of the Registrant, are hereby
incorporated by reference to Exhibit 3.2 to the
Registrant's Current Report on Form 8-K dated
May 22, 1998.
* 5 Opinion of Sidley & Austin
*12 Statements regarding computation of ratios are hereby
incorporated by reference to the Company's Annual
Reports on Form 10-K for the Years Ended December
31, 1997,1996,1995,1994 and 1993, and the Company's
Quarterly Report on Form 10-Q for the Quarter Ended
March 31, 1998.
* 23.1 Consent of independent public accountants
* 23.2 Consent of independent accountants
* 23.3 Consent of Sidley & Austin
* 24 Powers of Attorney
25 Form T-1 Statement of Eligibility and
Qualification under the Trust Indenture
Act of 1939 of Harris Trust and Savings
Bank, as trustee.
</TABLE>
------------------------
*Previously Filed
3
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Post-
Effective Amendment No. 2 to Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois on the 23rd day of July, 1998
TELEPHONE AND DATA SYSTEMS, INC.
By: /s/ LeRoy T. Carlson, Jr.
----------------------------------------
LeRoy T. Carlson, Jr.
Presiden and Chief Executive Officer
4
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement or Amendment has been signed below by the
following persons in the capacities and on the dates indicated.
Signature Title
--------- -----
/s/ LeRoy T. Carlson CHAIRMAN AND DIRECTOR
- -----------------------------------
LeRoy T. Carlson
/s/ LeRoy T. Carlson, Jr. PRESIDENT AND DIRECTOR
- ----------------------------------- (CHIEF EXECUTIVE OFFICER)
LeRoy T. Carlson, Jr.
/s/ Murray L. Swanson EXECUTIVE VICE PRESIDENT
- ----------------------------------- - FINANCE AND DIRECTOR
Murray L. Swanson (PRINCIPAL FINANCIAL OFFICER)
* DIRECTOR
- -----------------------------------
James Barr III
* DIRECTOR
- -----------------------------------
Rudolph E. Hornacek
* DIRECTOR
- -----------------------------------
Donald C. Nebergall
* DIRECTOR
- -----------------------------------
Herbert S. Wander
* DIRECTOR
- -----------------------------------
Walter C.D. Carlson
DIRECTOR
- -----------------------------------
Letitia C.G. Carlson
* DIRECTOR
- -----------------------------------
Donald R. Brown
DIRECTOR
- -----------------------------------
George W. Off
DIRECTOR
- -----------------------------------
Martin L. Solomon
- ----------------------------------- VICE PRESIDENT AND CONTROLLER (PRINCIPAL
Gregory J. Wilkinson ACCOUNTING OFFICER)
* By /s/ LeRoy T. Carlson, Jr.
--------------------------------
LeRoy T. Carlson
Attorney-in-Fact
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<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
Statement of Eligibility
Under the Trust Indenture Act of 1939
of a Corporation Designated to Act as
Trustee
Check if an Application to Determine
Eligibility of a Trustee Pursuant to Section
305(b)(2) _______________
HARRIS TRUST AND SAVINGS BANK
(Name of Trustee)
Illinois 36-1194448
(State of Incorporation) (I.R.S. Employer Identification No.)
111 West Monroe Street, Chicago, Illinois 60603
(Address of principal executive offices)
FRANK A. PIERSON, HARRIS TRUST AND SAVINGS BANK,
111 WEST MONROE STREET, CHICAGO, ILLINOIS, 60603
312-461-2533
(Name, address and telephone number for agent for service)
TELEPHONE AND DATA SYSTEMS, INC.
(Name of obligor)
Delaware 36-2669023
(State of Incorporation) (I.R.S. Employer Identification No.)
Suite 4000
30 N. LaSalle
Chicago, Illinois 60602
(Address of principal executive offices)
(Debt Securities)
(Title of indenture securities)
<PAGE>
1. GENERAL INFORMATION. Furnish the following information as to the Trustee:
(a) Name and address of each examining or supervising authority to which
it is subject.
Commissioner of Banks and Trust Companies, State of Illinois,
Springfield, Illinois; Chicago Clearing House Association, 164
West Jackson Boulevard, Chicago, Illinois; Federal Deposit
Insurance Corporation, Washington, D.C.; The Board of Governors
of the Federal Reserve System,Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Harris Trust and Savings Bank is authorized to exercise corporate
trust powers.
2. AFFILIATIONS WITH OBLIGOR. If the Obligor is an affiliate of the Trustee,
describe each such affiliation.
The Obligor is not an affiliate of the Trustee.
3. thru 15.
NO RESPONSE NECESSARY
16. LIST OF EXHIBITS.
1. A copy of the articles of association of the Trustee is now in effect
which includes the authority of the trustee to commence business and
to exercise corporate trust powers.
A copy of the Certificate of Merger dated April 1, 1972 between Harris
Trust and Savings Bank, HTS Bank and Harris Bankcorp, Inc. which
constitutes the articles of association of the Trustee as now in
effect and includes the authority of the Trustee to commence business
and to exercise corporate trust powers was filed in connection with
the Registration Statement of Louisville Gas and Electric Company,
File No. 2-44295, and is incorporated herein by reference.
2. A copy of the existing by-laws of the Trustee.
A copy of the existing by-laws of the Trustee was filed in connection
with the Registration Statement of Commercial Federal Corporation.,
File No. 333-20711, and is incorporated herein by reference.
3. The consents of the Trustee required by Section 321(b) of the Act.
(included as Exhibit A on page 2 of this statement)
4. A copy of the latest report of condition of the Trustee published
pursuant to law or the requirements of its supervising or examining
authority.
(included as Exhibit B on page 3 of this statement)
1
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee,
HARRIS TRUST AND SAVINGS BANK, a corporation organized and existing under the
laws of the State of Illinois, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of Chicago, and State of Illinois, on the 22nd day of July, 1998.
HARRIS TRUST AND SAVINGS BANK
By: Frank A. Pierson
--------------------
Frank A. Pierson
Vice President
EXHIBIT A
The consents of the trustee required by Section 321(b) of the Act.
Harris Trust and Savings Bank, as the Trustee herein named, hereby consents that
reports of examinations of said trustee by Federal and State authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
request therefor.
HARRIS TRUST AND SAVINGS BANK
By: Frank A. Pierson
--------------------
Frank A. Pierson
Vice President
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<PAGE>
EXHIBIT B
Attached is a true and correct copy of the statement of condition of Harris
Trust and Savings Bank as of March 31, 1998, as published in accordance with a
call made by the State Banking Authority and by the Federal Reserve Bank of the
Seventh Reserve District.
[Logo] HARRIS BANK
HARRIS TRUST AND SAVINGS BANK
111 West Monroe Street
Chicago, Illinois 60603
of Chicago, Illinois, And Foreign and Domestic Subsidiaries, at the close of
business on March 31, 1998, a state banking institution organized and operating
under the banking laws of this State and a member of the Federal Reserve System.
Published in accordance with a call made by the Commissioner of Banks and Trust
Companies of the State of Illinois and by the Federal Reserve Bank of this
District.
Bank's Transit Number 71000288
<TABLE>
<CAPTION>
ASSETS THOUSANDS
OF DOLLARS
<S> <C>
CASH AND BALANCES DUE FROM DEPOSITORY INSTITUTIONS:
NON-INTEREST BEARING BALANCES AND CURRENCY AND COIN . . . . . . . . . . . . . . $ 1,039,854
INTEREST BEARING BALANCES . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 290,921
SECURITIES:. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
a. HELD-TO-MATURITY SECURITIES $0
b. AVAILABLE-FOR-SALE SECURITIES $ 4,266,201
FEDERAL FUNDS SOLD AND SECURITIES PURCHASED UNDER AGREEMENTS TO RESELL $ 2,000
LOANS AND LEASE FINANCING RECEIVABLES:
LOANS AND LEASES, NET OF UNEARNED INCOME. . . . . . . . . . . . . . . . . . . . $ 8,726,578
LESS: ALLOWANCE FOR LOAN AND LEASE LOSSES. . . . . . . . . . . . . . . . . . . $ 101,318
-----------
LOANS AND LEASES, NET OF UNEARNED INCOME, ALLOWANCE, AND RESERVE
(ITEM 4.a MINUS 4.b). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,625,260
ASSETS HELD IN TRADING ACCOUNTS. . . . . . . . . . . . . . . . . . . . . . . . . . . $ 120,674
PREMISES AND FIXED ASSETS (INCLUDING CAPITALIZED LEASES) . . . . . . . . . . . . . . $ 219,475
OTHER REAL ESTATE OWNED. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 699
INVESTMENTS IN UNCONSOLIDATED SUBSIDIARIES AND ASSOCIATED COMPANIES. . . . . . . . . $ 120
CUSTOMER'S LIABILITY TO THIS BANK ON ACCEPTANCES OUTSTANDING . . . . . . . . . . . . $ 46,688
INTANGIBLE ASSETS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 266,411
OTHER ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 773,386
-----------
TOTAL ASSETS $15,731,689
-----------
-----------
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
LIABILITIES
<S> <C>
DEPOSITS:
IN DOMESTIC OFFICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,270,648
NON-INTEREST BEARING . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,684,862
INTEREST BEARING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,585,786
IN FOREIGN OFFICES, EDGE AND AGREEMENT SUBSIDIARIES, AND IBF'S. . . . . . . . . $ 1,307,928
NON-INTEREST BEARING . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 23,432
INTEREST BEARING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,284,496
FEDERAL FUNDS PURCHASED AND SECURITIES SOLD UNDER AGREEMENTS TO
REPURCHASE IN DOMESTIC OFFICES OF THE BANK AND OF ITS EDGE AND
AGREEMENT SUBSIDIARIES, AND IN IBF'S:
FEDERAL FUNDS PURCHASED & SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE . . . . . . $ 3,599,510
TRADING LIABILITIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74,487
OTHER BORROWED MONEY:. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
a. WITH REMAINING MATURITY OF ONE YEAR OR LESS $ 471,692
b. WITH REMAINING MATURITY OF MORE THAN ONE YEAR $ 0
BANK'S LIABILITY ON ACCEPTANCES EXECUTED AND OUTSTANDING $ 46,688
SUBORDINATED NOTES AND DEBENTURES. . . . . . . . . . . . . . . . . . . . . . . . . . $ 325,000
OTHER LIABILITIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 386,442
-----------
TOTAL LIABILITIES $14,482,395
-----------
-----------
EQUITY CAPITAL
COMMON STOCK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 100,000
SURPLUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 601,026
a. UNDIVIDED PROFITS AND CAPITAL RESERVES . . . . . . . . . . . . . . . . . . . . . $ 545,185
b. NET UNREALIZED HOLDING GAINS (LOSSES) ON AVAILABLE-FOR-SALE SECURITIES $ 2,802
-----------
TOTAL EQUITY CAPITAL $ 1,249,294
-----------
-----------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK, AND EQUITY CAPITAL. . . . . . . . . $15,731,689
-----------
-----------
</TABLE>
I, Pamela Piarowski, Vice President of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the Board of Governors of the Federal Reserve System and
is true to the best of my knowledge and belief.
PAMELA PIAROWSKI
1/30/98
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and, to the best of our
knowledge and belief, has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and the
Commissioner of Banks and Trust Companies of the State of Illinois and is true
and correct.
EDWARD W. LYMAN,
ALAN G. McNALLY,
RICHARD E. TERRY
Directors.
4
