<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 22, 1998
Registration No. 33-1192
Registration No. 33-64035
Registration No. 333-23947
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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. Tax-Deferred Savings Plan
Telephone and Data Systems, Inc. Quest Award Program
Telephone and Data Systems, Inc. Compensation Plan for Non-Employee Directors
(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
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Amount to be Offering Price Aggregate Amount of
Securities Registered Per Share Offering Price Registration Fee
to be Registered
- --------------------------------------------------------------------------------
Common Shares 469,830 shares (1) (1) (1)
- --------------------------------------------------------------------------------
(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 444,830 of its Common Shares pursuant to its Tax-Deferred
Savings Plan (Registration No. 33-1192), up to 10,000 of its Common
Shares pursuant to its Quest Award Program (Registration No. 33-64035),
and up to 15,000 of its Common Shares pursuant to its Compensation Plan
for Non-Employee Directors (Registration No. 333-23947), or a total of
469,830 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 Statement Nos. 33-1192, 33-64035 and 333-23947.
Pursuant to Rule 414 under the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement Nos. 33-1192,
33-64035 and 333-23947 is being filed by the Registrant for the purpose
of adopting Registration Statement Nos. 33-1192, 33-64035 and 333-23947
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"). Accordingly, no additional
registration fee is required.
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- --------------------------------------------------------------------------------
<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. 33-1192, 33-64035 and 333-23947) of Telephone
and Data Systems, Inc., an Iowa corporation ("TDS Iowa"), relating to its Common
Shares previously registered for issuance under the Tax-Deferred Savings Plan,
Quest Award Program and Compensation Plan for Non-Employee Directors (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. 33-1192, 33-64035 and 333-23947 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.
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 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
II-1
<PAGE>
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 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.
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
II-3
<PAGE>
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
Murray L. Swanson FINANCIAL OFFICER)
/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: TAX-DEFERRED SAVINGS PLAN,
QUEST AWARD PROGRAM AND COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
<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: TAX-DEFERRED SAVINGS PLAN,
QUEST AWARD PROGRAM AND COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
<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)
<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, Registration Nos. 33-1192, 33-64035 and
333-23947 (the "Registration Statements"), being filed by the Company with the
Securities and Exchange Commission pursuant to Rule 414 under the Securities Act
of 1933, as amended (the "Securities Act"), with respect to the offer and sale
of an aggregate of 469,830 Common Shares, par value $.01 per share (the
"Shares"), of the Company. A total of up to 444,830 Shares are issuable
pursuant to the Company's Tax-Deferred Savings Plan (the "Savings Plan"); a
total of up to 10,000 Shares are issuable pursuant to the Company's Quest Award
Program (the "Quest Plan"); and a total of up to 15,000 Shares are issuable
pursuant to the Company's Compensation Plan for Non-Employee Directors (the
"Director Plan," collectively with the Savings Plan and Quest Plan, the
"Plans").
In rendering this opinion, we have examined and relied upon copies of
the Plans, the Amendment, the Registration Statements and the Prospectus related
to each of the Plans. 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 Savings Plan, the Quest Plan or the Director 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 Savings Plan, the Quest Plan or the
Director 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
