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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A-3
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Telephone and Data Systems, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 36-2669023
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
30 North LaSalle Street, Chicago, Illinois 60602
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and is 12(g) of the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A.(c), please check the Instruction A.(d), please check
following box. / / the following box. / /
Securities Act registration statement file number to which this form relates:
333-42535
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Common Shares, par value $.01 American Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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EXPLANATORY NOTE
Pursuant to an Agreement and Plan of Merger (the "Merger
Agreement"), dated as of March 6, 1998, between Telephone and Data Systems,
Inc., an Iowa corporation ("TDS Iowa") and Telephone and Data Systems, Inc.,
a Delaware corporation ("TDS Delaware"), which had been a wholly-owned
subsidiary of TDS Iowa, TDS Iowa has been 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 (the "Iowa Common Shares") 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 (the
"Delaware Common Shares"), 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 the same series of
TDS Delaware.
The Reincorporation Merger and related transactions are described
in the Proxy Statement of TDS Iowa and Prospectus of TDS Delaware, dated
March 24, 1998, as supplemented, which is part of the Registrant's
Registration Statement on Form S-4 (Registration No. 333-42535), which is
incorporated by reference herein.
This Amendment to the Registration Statement on Form 8-A of TDS
Iowa is being filed by TDS Delaware for the for the purpose of amending the
Form 8-A of TDS Iowa to reflect the transaction described above and to adopt
such Registration Statement on Form 8-A, as amended hereby, as its own for
all purposes.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description (the "Description") of the Registrant's Common
Shares, par value $.01 per share, appearing under the caption "Proposal 1 -
Tracking Stock Proposal" in the Registrant's Proxy Statement/Prospectus,
dated March 24, 1998, as supplemented, is incorporated herein by reference.
Any subsequent amendment or any report filed for the purpose of updating the
Description is deemed to be incorporated herein by reference.
The Delaware Common Shares have been substituted for the Iowa
Common Shares and will continue to be traded on the American Stock Exchange
under the symbol "TDS."
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ITEM 2. EXHIBITS.
Exhibit
Number Description of Document
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3.1 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.
3.2 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.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
TELEPHONE AND DATA SYSTEMS, INC.
Date: May 22, 1998 By: /s/ Gregory J. Wilkinson
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Name: Gregory J. Wilkinson
Title: Vice President and Controller
SIGNATURE PAGE TO TDS 8-A/A-3 DATED MAY 22, 1998
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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3.1 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.
3.2 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.