<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 22, 1998
Registration No. 33-57257
Registration No. 33-35172
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
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
_______________
TELEPHONE AND DATA SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-2669023
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
30 North LaSalle Street, Suite 4000
Chicago, Illinois 60602
(Address of Principal Executive Offices) (Zip Code)
Telephone and Data Systems, Inc. 1994 Long-Term Incentive Plan
Telephone and Data Systems, Inc. 1988 Stock Option and Stock Appreciation
Rights Plan
(Full title of the plan)
LeRoy T. Carlson
Chairman
Telephone and Data Systems, Inc.
30 North LaSalle Street, Suite 4000
Chicago, Illinois 60602
(Name and address of agent for service)
(312) 630-1900
(Telephone number, including
area code, of agent for service)
_______________
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered Per Share Offering Price Registration Fee
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares 921,651 shares (1) (1) (1)
- ------------------------------------------------------------------------------------------------
United States Cellular Group
Common Shares 921,651 shares (1) (1) (1)
- ------------------------------------------------------------------------------------------------
TDS Telecommunications Group
Common Shares 614,434 shares (1) (1) (1)
- ------------------------------------------------------------------------------------------------
Aerial Communications Group
Common Shares 614,434 shares (1) (1) (1)
- -----------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------
</TABLE>
(1) Telephone and Data Systems, Inc, an Iowa corporation ("TDS Iowa"),
has filed Registration Statements on Form S-8 related to the offer
and sale of up to 800,000 its Common Shares pursuant to its 1994
Long-Term Incentive Plan (Registration No. 33-57257), of which
797,401 remain available for issuance, and up to 450,000 of its
Common Shares pursuant to its 1988 Stock Option and Stock
Appreciation Rights Plan (Registration No. 33-35172), of which
124,250 remain available for issuance, or a total of 921,651 Common
Shares available for issuance pursuant to such plans. The
registration fee for such Common Shares was paid previously with
the filing of the Registration Statements Nos. 33-57257 and
33-35172. Pursuant to Rule 414 under the Securities Act of 1933,
this Post-Effective Amendment No. 1 to Registration Statement Nos.
33-57257 and 33-35172 is being filed by the Registrant for the
purpose of adopting Registration Statement Nos. 33-57257 and
33-35172 as its own for all purposes under the Securities Act of
1933 and the Securities Exchange Act of 1934, as a result of the
merger of TDS Iowa into the Registrant for the purpose of
reincorporating from Iowa to Delaware (the "Reincorporation
Merger"). In connection with the Reincorporation Merger, the
Registrant intends to distribute (the "Distribution") as a stock
dividend one United States Cellular Group Common Share, two-thirds
of a TDS Telecommunications Group Common Share and two-thirds of an
Aerial Communications Group Common Share with respect to each
outstanding Common Share and Series A Common Share of the
Registrant outstanding on the record date for the Distribution.
Pursuant to Rule 416 promulgated under the Securities Act of 1933,
Registration Statements Nos. 33-57257 and 33-35172 are deemed to
include such securities to be distributed as a stock dividend with
respect to the Common Shares, since such securities are being
offered or issued to prevent dilution from a stock dividend of such
securities with respect to the Common Shares. Accordingly, no
additional registration fee is required.
<PAGE>
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 by Telephone and Data Systems,
Inc., a Delaware corporation ("TDS Delaware") relates to the Registration
Statements on Form S-8 (File Nos. 33-57257 and 33-35172) of Telephone and
Data Systems, Inc., an Iowa corporation ("TDS Iowa"), relating to its Common
Shares previously registered for issuance under the 1994 Long-Term Incentive
Plan and 1988 Stock Option and Stock Appreciation Rights Plan, as amended
(the "Plans") of TDS Iowa. TDS Delaware has assumed the obligations of TDS
Iowa under the Plans. Pursuant to Rule 414 promulgated under the Securities
Act of 1933, as amended (the "1933 Act"), TDS Delaware hereby adopts
Registration Statement Nos. 33-57257 and 33-35172 as its own for all purposes
under the 1933 Act and the Securities Exchange Act of 1934, as amended (the
"1934 Act"), as a result of the transaction described below.
Pursuant to an Agreement and Plan of Merger (the "Merger
Agreement"), dated as of March 6, 1998, between TDS Iowa and TDS Delaware,
which had been a wholly-owned subsidiary of TDS Iowa, TDS Iowa merged with
and into TDS Delaware, with TDS Delaware as the surviving corporation (the
"Reincorporation Merger"). In the Reincorporation Merger, each Common Share,
$1.00 par value, of TDS Iowa issued immediately prior to the Reincorporation
Merger was automatically converted into one issued and fully paid and
nonassessable Common Share, $.01 par value, of TDS Delaware, each Series A
Common Share, $1.00 par value, of TDS Iowa issued immediately prior to the
Reincorporation Merger was automatically converted into one issued and fully
paid and nonassessable Series A Common Share, $.01 par value, of TDS
Delaware, and each Preferred Share, without par value, of TDS Iowa issued
immediately prior to the Reincorporation Merger was automatically converted
into one issued and fully paid and nonassessable Preferred Share, $.01 par
value, of TDS Delaware with the same rights, preferences and limitations as
set forth in the original certificate of designation for the series related
to such Preferred Share.
In connection with the Reincorporation Merger, the Company intends
to distribute (the "Distribution") as a stock dividend one United States
Cellular Group Common Share, par value $.01 per share ("Cellular Group
Share"), two-thirds of a TDS Telecommunications Group Common Share, par value
$.01 per share ("Telecom Group Share") and two-thirds of an Aerial
Communications Group Common Share, par value $.01 per share ("Aerial Group
Share") with respect to each outstanding Common Share on the record date for
the Distribution. Pursuant to Rule 416 promulgated under the 1933 Act,
Registration Statements Nos. 33-57257 and 33-35172 are deemed to include such
securities to be distributed as a stock dividend with respect to the Common
Shares.
Pursuant to Rule 429 under the Securities Act of 1933, as amended,
the Prospectuses related to the Plans, as supplemented, relate to the 800,000
Common Shares registered by Registration Statement No. 33-57257, of which
797,401 shares are available for issuance, and the 450,000 Common Shares
covered by Registration Statement No. 33-35172, of which 124,250 shares are
available for issuance, as well as the 921,651 Cellular Group Shares, 614,434
Telecom Group Shares, and the 614,434 Aerial Group Shares to be distributed
with respect to the Common Shares.
The Reincorporation Merger, the Distribution and related
transactions are described in the Proxy Statement of TDS Iowa and Prospectus
of TDS Delaware, dated March 24, 1998, which is incorporated by reference
herein. TDS Iowa and its successor TDS Delaware are herein referred to as
"TDS," the "Company" or the "Registrant."
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance
with Rule 428 under the 1933 Act and the Note to Part I of Form S-8.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have heretofore been filed by the
Company with the Securities and Exchange Commission (the "Commission")
pursuant to the 1934 Act, are incorporated by reference herein and shall be
deemed to be a part hereof:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1997;
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998;
3. The Company's Current Reports on Form 8-K, dated January 28,
February 10, March 24, April 17, April 21 and April 27, 1998;
4. The description of the Company's capital stock contained in the
Company's Report on Form 8-A/A-3, dated May 22, 1998; and
5. The Notice of Special Meeting and Proxy Statement of TDS Iowa and
Prospectus of TDS Delaware, dated March 24, 1998, which is part
of the Registrant's Registration Statement on Form S-4
(Registration No. 333-42535).
All documents, subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act,
prior to the filing of a post-effective amendment to this Registration
Statement which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and made a part
hereof from their respective dates of filing (such documents, and the
documents enumerated above, being hereinafter referred to as "Incorporated
Documents").
Any statement contained in an Incorporated Document shall be deemed
to be modified or superseded for purposes of this Registration Statement to
the extent that a statement contained herein or in any other subsequently
filed Incorporated Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
See Item 3.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters relating to the securities registered hereby
will be addressed by Sidley & Austin, One First National Plaza, Chicago,
Illinois 60603. The Company is controlled by a voting trust. Walter C.D.
Carlson, a trustee and beneficiary of the voting trust and a director of the
Company and certain subsidiaries of the Company, Michael G. Hron, the
Secretary of the Company and certain subsidiaries of the Company, William S.
DeCarlo, the Assistant Secretary of the Company and certain subsidiaries of
the Company, Stephen P. Fitzell, the Secretary of certain subsidiaries of the
Company, and Sherry S. Treston, the Assistant Secretary of certain
subsidiaries of the Company, are partners of Sidley & Austin.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Restated Certificate of Incorporation contains a
provision providing that no director or officer of the Company shall be
personally liable to the Company or its
II-1
<PAGE>
stockholders for monetary damages for breach of fiduciary duty as a director
or officer except for breach of the director's or officer's duty of loyalty
to the Company or its stockholders, acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, unlawful
payment of dividends, unlawful stock redemptions or repurchases and
transactions from which the director or officer derived an improper personal
benefit.
The Restated Certificate of Incorporation also provides that TDS
shall indemnify directors and officers of TDS, its consolidated subsidiaries
and certain other related entities generally in the same manner and to the
extent permitted by the Delaware General Corporation Law, as more
specifically provided in the Restated Bylaws of TDS. The Restated Bylaws
provide for indemnification and permit the advancement of expenses by TDS
generally in the same manner and to the extent permitted by the Delaware
General Corporation Law, subject to compliance with certain requirements and
procedures specified in the Restated Bylaws. In general, the Restated Bylaws
require that any person seeking indemnification must provide TDS with
sufficient documentation as described in the Restated Bylaws and, if an
undertaking to return advances is required, to deliver an undertaking in the
form prescribed by TDS and provide security for such undertaking if
considered necessary by TDS. In addition, the Restated Bylaws specify that,
except to the extent required by law, TDS does not intend to provide
indemnification to persons under certain circumstances, such as where the
person was not acting in the interests of TDS or was otherwise involved in a
crime or tort against TDS.
Under the Delaware General Corporation Law, directors and officers,
as well as other employees or persons, may be indemnified against judgments,
fines and amounts paid in settlement in connection with specified actions,
suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation - a
"derivative action"), and against expenses (including attorney's fees) in any
action (including a derivative action), if they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests
of the corporation and, with respect to any criminal action or proceeding,
had no reasonable cause to believe their conduct was unlawful. However, in
the case of a derivative action, a person cannot be indemnified for expenses
in respect of any matter as to which the person is adjudged to be liable to
the corporation unless and to the extent a court determines that such person
is fairly and reasonably entitled to indemnity for such expenses.
Delaware law also provides that, to the extent a director, officer,
employee or agent of a corporation has been successful on the merits or
otherwise in defense of any action or matter, the corporation must indemnify
such party against expenses (including attorneys' fees) actually and
reasonably incurred by such party in connection therewith.
Expenses incurred by a director or officer in defending any action
may be paid by a Delaware corporation in advance of the final disposition of
the action upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it is ultimately determined that such party
is not entitled to be indemnified by the corporation.
The Delaware General Corporation Law provides that the
indemnification and advancement of expenses provided thereby are not
exclusive of any other rights granted by bylaws, agreements or otherwise, and
provides that a corporation shall have the power to purchase and maintain
insurance on behalf of any person, whether or not the corporation would have
the power to indemnify such person under Delaware law.
The Company has directors' and officers' liability insurance which
provides, subject to certain policy limits, deductible amounts and
exclusions, coverage for all persons who have been, are or may in the future
be, directors or officers of the Company, against amounts which such persons
must pay resulting from claims against them by reason of their being such
directors or officers during the policy period for certain breaches of duty,
omissions or other acts done or wrongfully attempted or alleged.
Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Company will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the 1933 Act and will be governed by
the final adjudication of such issue.
II-2
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The exhibits accompanying this Registration Statement are listed on
the accompanying Exhibit Index. The Plan is not intended to be qualified
under Section 401(a) of the Internal Revenue Code.
ITEM 9. UNDERTAKINGS.
The Company hereby undertakes:
1. to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(a) to include any prospectus required by Section 10(a)(3) of
the 1933 Act;
(b) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement; and
(c) to include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
PROVIDED, HOWEVER, that paragraphs 1.(a) and 1.(b) do not apply
if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the Company pursuant to Section 13 or Section 15(d) of
the 1934 Act that are incorporated by reference in the
registration statement.
2. that, for the purpose of determining any liability under the 1933
Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial BONA FIDE offering thereof.
3. to remove from registration by means of a post-effective
amendment any of the securities being registered hereby which
remain unsold at the termination of the offering.
4. that, for the purposes of determining any liability under the
1933 Act, each filing of the Company's Annual Report pursuant to
Section 13(a) or Section 15(d) of the 1934 Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the 1934 Act) that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering
hereof.
II-3
<PAGE>
5. that, insofar as indemnification for liabilities arising under
the 1933 Act may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in
the opinion of the Commission such indemnification is against
public policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the 1933 Act and will be governed by the final
adjudication of such issue.
II-4
<PAGE>
SIGNATURES
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-8 and has duly caused this
Registration Statement or Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois, on the 22nd day of May, 1998.
TELEPHONE AND DATA SYSTEMS, INC.
By: /s/ LeRoy T. Carlson
---------------------------------------
LeRoy T. Carlson, CHAIRMAN
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints LeRoy
T. Carlson and LeRoy T. Carlson, Jr., and each of them individually, as his
true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution for him and in his name, place and stead, in any and all
capacities to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and to take such actions in, and file
with the appropriate applications, statements, consents and other documents
as may be necessary or expedient to register securities of the Registrant for
sale, granting unto said attorney-in-fact and agent full power and authority
to do so and perform each and every act and thing requisite or necessary to
be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all the said
attorney-in-fact and agent or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof and the
registrant hereby confers like authority on its behalf.
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 22nd day of May, 1998.
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 (PRINCIPAL FINANCIAL OFFICER)
Murray L. Swanson
/s/James Barr III DIRECTOR
---------------------------
James Barr III
/s/Rudolph E. Hornacek DIRECTOR
---------------------------
Rudolph E. Hornacek
/s/Donald C. Nebergall DIRECTOR
---------------------------
Donald C. Nebergall
PAGE 1 OF 2 SIGNATURE PAGES TO
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 RE: 1994 LONG-TERM INCENTIVE PLAN
AND 1988 STOCK OPTION PLAN AND STOCK APPRECIATION RIGHTS PLAN
<PAGE>
/s/Herbert S. Wander DIRECTOR
---------------------------
Herbert S. Wander
/s/Walter C.D. Carlson DIRECTOR
---------------------------
Walter C.D. Carlson
/s/Letitia C.G. Carlson DIRECTOR
---------------------------
Letitia C.G. Carlson
/s/Donald R. Brown DIRECTOR
---------------------------
Donald R. Brown
DIRECTOR
---------------------------
George W. Off
/s/Martin L. Solomon DIRECTOR
---------------------------
Martin L. Solomon
/s/ Gregory J. Wilkinson VICE PRESIDENT AND CONTROLLER (PRINCIPAL
--------------------------- ACCOUNTING OFFICER)
Gregory J. Wilkinson
PAGE 2 OF 2 SIGNATURE PAGES TO
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 RE: 1994 LONG-TERM INCENTIVE PLAN
AND 1988 STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN
<PAGE>
EXHIBIT INDEX
The following documents are filed herewith or incorporated herein
by reference.
EXHIBIT
NO. DESCRIPTION
- --------- -------------
4.1 Restated Certificate of Incorporation of the Company (incorporated
herein by reference to Exhibit 3.1 to the Registrant's Registration
Statement on Form 8-A/A-3)
4.2 Restated Bylaws of the Company (incorporated herein by reference to
Exhibit 3.2 to the Registrant's Registration Statement
on Form 8-A/A-3)
5 Opinion of Counsel
23.1 Consent of Independent Public Accountants
23.2 Consent of Counsel (contained in Exhibit 5)
24 Powers of Attorney (included on Signature Page)
99.1 1994 Long-Term Incentive Plan (incorporated herein by reference to
Exhibit 99.1 to the Registrant's Registration Statement on Form S-8
(Registration No. 33-57257))
99.2 1988 Stock Option and Stock Appreciation Rights Plan (incorporated
hereby reference to Exhibit 4(1) to the Registrant's Registration
Statement on Form S-8 (Registration No. 33-35172))
99.3 Amendments and Adjustment to 1994 Long-Term Incentive Plan and 1988
Stock Option and Stock Appreciation Rights Plan (incorporated herein
by reference to Proposal 2 in the Proxy Statement/Prospectus dated
March 24, 1998, which is part of the Registrant's Registration
Statement on Form S-4, Registration No. 333-42535).
<PAGE>
EXHIBIT 5
SIDLEY & AUSTIN
ONE FIRST NATIONAL PLAZA
CHICAGO, ILLINOIS 60603
(312) 853-7000
May 22, 1998
Telephone and Data Systems, Inc.
Suite 4000
30 North LaSalle Street
Chicago, Illinois 60602
Re: Telephone and Data Systems, Inc.
Registration Statements on Form S-8
Gentlemen:
We are counsel to Telephone and Data Systems, Inc., a Delaware
corporation (the "Company"), and have represented the Company in connection
with the Post-Effective Amendment No. 1 (the "Amendment") to the Company's
Registration Statements on Form S-8 (the "Registration Statements") being
filed by the Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to
the offer and sale of 921,651 Common Shares, par value $.01 per share,
921,651 United States Cellular Group Common Shares, par value $.01 per share,
614,434 TDS Telecommunications Group Common Shares, par value $.01 per share
and 614,434 Aerial Communications Group Common Shares, par value $.01 per
share (collectively, the "Shares"), of the Company pursuant to the Telephone
and Data Systems, Inc. 1994 Long-Term Incentive Plan (the "1994 Plan"), and
the 1988 Stock Option and Stock Appreciation Rights Plan (the "1988 Plan")
In rendering this opinion, we have examined and relied upon copies
of the 1994 Plan, the 1988 Plan, the Registration Statements and the
Prospectus related to each of the 1994 Plan and the 1988 Plan. We have also
examined and relied upon originals, or copies of originals certified to our
satisfaction, of such agreements, documents, certificates and other
statements of governmental officials and other instruments, and examined such
questions of law and have satisfied ourselves as to such matters of fact, as
we have considered relevant and necessary as a basis for this opinion. We
have assumed the authenticity of all documents submitted to us as originals,
the genuineness of all signatures, the legal capacity of all natural persons
and the conformity with the original documents of any copies thereof
submitted to us for our examination.
Based on the foregoing, we are of the opinion that:
1. The Company is duly incorporated and validly existing under
the laws of the State of Delaware.
2. Each Share will be legally issued, fully paid and
nonassessable when: (i) the Amendment shall have become effective under the
Securities Act; (ii) such Share shall have been duly issued and sold in the
manner contemplated by the 1994 Plan or the 1988 Plan , as the case may be;
and (iii) a certificate representing such Share shall have been duly
executed, countersigned and registered and duly delivered to the purchaser
thereof against payment of the agreed consideration therefor (not less than
the par value thereof) in accordance with the terms of the 1994 Plan or the
1988 Plan, as the case may be.
<PAGE>
Telephone and Data Systems, Inc.
May 22, 1998
Page 2
This opinion is limited to the General Corporation Law of the State
of Delaware and to the Securities Act. We do not find it necessary for the
purposes of this opinion to cover, and accordingly we express no opinion as
to, the application of the securities or "Blue Sky" laws of the various
states to the sale of the Shares.
The Company is controlled by a voting trust. Walter C.D. Carlson,
a trustee and beneficiary of the voting trust and a director of the Company
and certain subsidiaries of the Company, Michael G. Hron, the Secretary of
the Company and certain subsidiaries of the Company, William S. DeCarlo, the
Assistant Secretary of the Company and certain subsidiaries of the Company,
Stephen P. Fitzell, the Secretary of certain subsidiaries of the Company, and
Sherry S. Treston, the Assistant Secretary of certain subsidiaries of the
Company, are partners of this Firm.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statements and to all references to our Firm in or made a
part of the Registration Statements or any related Prospectus.
Very truly yours,
SIDLEY & AUSTIN
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 Registration Statement of Telephone and Data
Systems, Inc. of our report dated January 28, 1998 (except with respect to
the matters discussed in Note 5, "American Paging Merger"; and in Note 16, as
to which the date is February 18, 1998) on the consolidated financial
statements of Telephone and Data Systems, Inc. and Subsidiaries, incorporated
by reference in the Telephone and Data Systems, Inc. Form 10-K for the year
ended December 31, 1997 and to the incorporation by reference in this Form
S-8 Registration Statement of our report dated January 28, 1998, (except with
respect to the matters discussed in Note 5, "American Paging Merger"; and in
Note 16, as to which the date is February 18, 1998) on the financial
statement schedules of Telephone and Data Systems, Inc., included in the
Telephone and Data Systems, Inc. Form 10-K for the year ended December 31,
1997. We also consent to the incorporation by reference of our reports dated
January 28, 1998 on the financial statements of the United States Cellular
Group, the TDS Telecommunications Group and the TDS Group for the year ended
December 31, 1997, our report dated January 28, 1998 (except with respect to
the matters discussed in Note 10, as to which the date is February 5, 1998)
on the financial statements of the Aerial Communications Group and our report
dated January 28, 1998 (except with respect to the matters discussed in Note
5, "American Paging Merger"; and in Note 16, as to which the date is February
18, 1998) on the consolidated financial statements of Telephone and Data
Systems, Inc. and Subsidiaries for the year ended December 31, 1997, included
in the Telephone and Data Systems Inc. Proxy Statement/Prospectus on Form
S-4, as amended. We also consent to all references to our Firm included in
this Registration Statement.
ARTHUR ANDERSEN LLP
Chicago, Illinois
May 22, 1998
