As filed with the Securities and Exchange Commission on June 30, 1998
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
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 and Trust
(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)
_______________
<TABLE>
CALCULATION OF REGISTRATION FEE
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<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered(1) Per Share Offering Price Registration Fee
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares 100,000 shares $39.25 (2) $3,925,000 $1,158
===================================================================================================================
<FN>
(1) In addition, there is being registered hereby an indeterminate number of shares as may be deemed to be
offered and sold by the Registrant to participants of the Registrant's Tax-Deferred Savings Plan pursuant
to participant- directed open market purchases of such shares by the independent trustee of such plan.
(2) Estimated for the Common Shares solely for the purpose of calculating the registration fee pursuant to
Rule 457(h)(1) on the basis of the average of the high and low prices of $39.75 and $38.75, respectively,
of such shares on the American Stock Exchange on June 26, 1998.
</FN>
===================================================================================================================
</TABLE>
<PAGE>
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.
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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, April 27, May 22, June 1 and June 12, 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
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<PAGE>
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 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.
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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
otherwise,
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<PAGE>
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.
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<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 30th day of
June, 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 30th day of June, 1998.
Signature Title
--------- -----
/s/LeRoy T. Carlson
- ------------------------------------- Chairman and Director
LeRoy T. Carlson
/s/LeRoy T. Carlson, Jr.
- ------------------------------------- President and Director
LeRoy T. Carlson, Jr. (chief executive officer)
/s/Murray L. Swanson
- ------------------------------------- Executive Vice President - Finance
Murray L. Swanson and Director (principal 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>
/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
Gregory J. Wilkinson (principal accounting officer)
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois, on the 30th day of June, 1998.
THE TELEPHONE AND DATA SYSTEMS, INC.
TAX-DEFERRED SAVINGS PLAN AND TRUST
By: TELEPHONE AND DATA SYSTEMS, INC.,
as plan administrator
By: /s/ LeRoy T. Carlson, Jr.
---------------------------------
LeRoy T. Carlson, Jr.
President
<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 Amended and Restated Telephone and Data Systems, Inc.
Tax-Deferred Savings Plan and Trust is hereby incorporated herein
by reference to Exhibit 99.1 to the Company's Registration
Statement on Form S-8 (Registration No. 333-10199)
99.2 Amendment No. 5, dated as of December 17, 1994, is hereby
incorporated herein by reference to Exhibit 99.2 to the Company's
Registration Statement on Form S-8 (Registration No. 333-10199)
99.3 Amendment No. 6, dated as of February 10, 1995, is hereby
incorporated herein by reference to Exhibit 99.3 to the Company's
Registration Statement on Form S-8 (Registration No. 333-10199)
99.4 Amendment No. 7, dated as of July 26, 1995, is hereby
incorporated herein by reference to Exhibit 99.4 to the Company's
Registration Statement on Form S-8 (Registration No. 333-10199)
99.5 Amendment No. 8, dated as of July 25, 1996, is hereby
incorporated herein by reference to Exhibit 99.5 to the Company's
Registration Statement on Form S-8 (Registration No. 333-10199)
<PAGE>
EXHIBIT 5
SIDLEY & AUSTIN
ONE FIRST NATIONAL PLAZA
CHICAGO, ILLINOIS 60603
(312) 853-7000
June 30, 1998
Telephone and Data Systems, Inc.
Suite 4000
30 North LaSalle Street
Chicago, Illinois 60602
Re: Telephone and Data Systems, Inc.
Registration Statement 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 Form
S-8 Registration Statement (the "Registration Statement") 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
100,000 Common Shares, par value $.01 per share (the "Shares"), of the Company
pursuant to the Telephone and Data Systems, Inc. Tax-Deferred Savings Plan and
Trust (the "Plan").
In rendering this opinion, we have examined and relied upon copies of the
Plan and the Registration Statement and the Prospectus related to the 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 Registration Statement shall have become effective under the
Securities Act; (ii) such Share shall have been duly issued and sold in the
manner contemplated by the Plan; 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 Plan.
<PAGE>
Telephone and Data Systems, Inc.
June 30, 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 Statement and to all references to our Firm in or made a part of
the Registration Statement 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
June 30, 1998
<PAGE>
