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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 24, 2000
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TELEPHONE AND DATA SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-14157 36-2669023
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
30 North LaSalle Street, Chicago, Illinois 60602
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 630-1900
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
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On February 24, 2000, VoiceStream Wireless Corporation, Omnipoint
Corporation, and Aerial Communications, Inc., a subsidiary of Telephone and Data
Systems, Inc. announced that their shareholders have overwhelmingly approved the
mergers between VoiceStream and Omnipoint and VoiceSteam and Aerial.
On February 25, 2000, Telephone and Data Systems, Inc., announced that
its Board of Directors has authorized the repurchase of up to 2,000,000 Common
Shares or approximately 3.7% of the company's public float.
This Current Report on Form 8-K is being filed for the purpose of
filing the news releases issued by the Company relating to such announcements as
exhibits.
Item 7. Financial Statements and Exhibits
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Exhibits
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The exhibits accompanying this report are listed in the accompanying
Exhibit Index.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereto duly authorized.
Telephone and Data Systems, Inc.
(Registrant)
Date: February 28, 2000
By: /s/ D. Michael Jack
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D. Michael Jack
Vice President and Controller
(Principal Accounting Officer)
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EXHIBIT INDEX
Exhibit Number Description of Exhibit
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99.1 News Release announcing the VoiceStream,
Omnipoint, and Aerial shareholders approval of
Merger, dated February 24, 2000.
99.2 News Release announcing the TDS Board of
Directors authorization of common stock
repurchases.
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Exhibit 99.1
Contacts: VoiceStream Wireless Omnipoint Communications Corp.
Ken Prussing Laura Knight
(877) 853-8682 (301) 951-2517
[email protected] [email protected]
Aerial Communications, Inc. Telephone & Data Systems, Inc.
Clarke Smith Mark Steinkrauss
(773) 399-4367 (312) 630-1900
[email protected] [email protected]
VoiceStream, Omnipoint, and Aerial Shareholders Approve
Merger
February 24, 2000 - Bellevue, Washington - Bethesda, Maryland - Chicago,
Illinois - VoiceStream Wireless Corporation [NASDAQ: VSTR], Omnipoint
Corporation [NASDAQ: OMPT] and Aerial Communications, Inc., [NASDAQ: AERL], a
subsidiary of Telephone and Data Systems Inc. [AMEX: TDS] today announced that
their shareholders have overwhelmingly approved the mergers between VoiceStream
and Omnipoint and VoiceStream and Aerial.
The VoiceStream/Omnipoint/Aerial combination will create one of the largest GSM
companies worldwide with more than 200 million licensed pops. The combined
company will be one of the largest wireless providers in the U.S., with a
footprint that will place its services within the reach of most Americans.
"We are excited about the shareholder vote and appreciate their support of our
management team." said John W. Stanton, chairman and chief executive officer of
VoiceStream Wireless. "The combination of VoiceStream, Omnipoint, and Aerial
brings together three major providers of GSM (Global System for Mobile
Communications) in the United States making the combined company one of the
largest licensees in the world employing GSM technology."
Douglas G. Smith, Omnipoint's chairman, president, and CEO said, "This historic
vote will create a national wireless company and provide the springboard for
enormous future growth."
LeRoy T. Carlson, Jr., Aerial's chairman said, "We are very pleased that Aerial
shareholders have voted overwhelmingly to approve the merger of Aerial with
VoiceStream Wireless Communications. We feel certain that this merger will
increase shareholder value at both Aerial and VoiceStream."
Don W. Warkentin, Aerial's president added, "Aerial customers will benefit from
the merger which will allow them to continue to enjoy the benefits and features
of GSM service from a very strongly positioned and the only national GSM
carrier."
VoiceStream Vote
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VoiceStream received all requisite shareholder approvals as the shareholders
overwhelmingly approved the mergers with Omnipoint and Aerial.
Omnipoint Merger
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Omnipoint received all requisite shareholder approvals as shareholders
overwhelmingly approved the merger with VoiceStream. The VoiceStream/Omnipoint
merger is expected to close shortly.
Aerial Merger
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Aerial received all requisite shareholder approvals as shareholders
overwhelmingly approved the
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merger with VoiceStream.
The Aerial/VoiceStream merger is anticipated to close in the second quarter of
2000. Although there were no petitions to deny the merger, it is still subject
to approval by the Federal Communications Commission which is expected to rule
shortly.
Background Information
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VoiceStream Wireless Corp. is a leading provider of wireless communications
services in the western United States including Denver, Phoenix, Seattle, Salt
Lake City, and Portland. VoiceStream Wireless currently provides personal
communications service using the globally dominant GSM technology in eleven U.S.
markets. In conjunction with joint ventures, VoiceStream currently provides PCS
service in four additional markets. Additionally, Hutchison Whampoa Limited, a
conglomerate headquartered in Hong Kong, is a strategic partner and major
shareholder of VoiceStream. Goldman, Sachs & Co. acted as advisor to VoiceStream
Wireless.
Founded in 1987, Omnipoint is a leader in commercializing PCS. Omnipoint
currently provides advanced wireless communications services in the eastern
United States, including New York, Philadelphia, Boston, Miami, plus midwest
markets including Detroit and Indianapolis. Omnipoint Technologies, Inc. is a
leading developer and supplier of wireless communication technologies, products
and engineering services. Allen & Company and Lehman Brothers acted as advisors
to Omnipoint Corporation.
Aerial Communications, headquartered in Chicago, provides PCS service using GSM
technology in licensed areas that comprise 27.5 million of the U.S. population.
Aerial's markets include Columbus, Ohio; Houston, Minneapolis, Kansas City,
Pittsburgh and Tampa/Orlando/St. Petersburg. Through its roaming partners,
Aerial offers coverage coast-to-coast throughout the U.S. as well as
international roaming with more than 40 wireless partners. Donaldson, Lufkin &
Jenrette acted as advisor to Aerial Communications. Wasserstein Perella acted as
advisor to the Aerial Communications Special Committee of independent directors.
Except for the historical and factual information presented, other information
set forth in this news release represents forward-looking statements, including
all statements about companies' plans, beliefs, estimates and expectations.
These statements are based on current estimates and projections, which involve
certain risks and uncertainties that could cause actual results to differ
materially from those in the forward-looking statements. Important factors that
may affect these forward-looking statements include, but are not limited to:
appropriate regulatory approval; conditions in the capital markets and
availability of future financing; changes in the overall economy; changes in
competition in the markets in which the companies operate; changes in the
telecommunications regulatory environment; pending and future litigation;
unanticipated changes in growth in cellular and PCS customers, penetration
rates, churn rates and the mix of products and services offered. Investors are
encouraged to consider these and other risks and uncertainties that are
discussed in documents filed by VoiceStream Wireless, Omnipoint, TDS and Aerial
Communications with Securities and Exchange Commission.
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Exhibit 99.2
Contact: Mark A. Steinkrauss, Vice President - Corporate Relations
(312) 630-1900 email: [email protected]
FOR RELEASE: IMMEDIATE
TDS BOARD OF DIRECTORS AUTHORIZES
COMMON STOCK REPURCHASE
February 25, 2000, Chicago, Illinois - Telephone and Data Systems, Inc.,
[AMEX:TDS] announced today that its Board of Directors has authorized the
repurchase of up to 2,000,000 Common Shares or approximately 3.7% of the
company's public float. On December 31, 1999, TDS had 54,174,539 Common and
6,958,691 Series A Common Shares outstanding, or 61,133,230 total shares. The
Board authorized TDS management to use its discretion to make the purchases, as
market conditions warrant, on the open market or at negotiated prices in private
transactions.
LeRoy T. Carlson, President and Chief Executive Officer commented: "The stock
repurchase program we are announcing underlies our determination at TDS to
create value for our shareholders. Our balance sheet has never been stronger
thanks to a history of outstanding operating results throughout the company. Our
primary businesses, U.S. Cellular and TDS Telecom, have built out their systems
and are generating substantial amounts of free cash flow. We are convinced that
the outstanding opportunities, which the telecommunications revolution offers to
well-positioned companies like TDS, will continue to drive our growth in the
future. Therefore, we feel confident in authorizing another repurchase of TDS
shares, which shares I believe represent one of the most attractive values in
today's market."
TDS is a diversified telecommunications corporation founded in 1969. Through its
strategic business units, U.S. Cellular, TDS Telecom and Aerial Communications,
TDS operates primarily in cellular, local telephone and personal communications
services ("PCS") markets around the country. TDS builds value for its
shareholders by providing excellent communications services in growing,
closely-related segments of the telecommunications industry. The Company
currently employs over 10,000 people and serves approximately 3.7 million
customers in 35 states.
Except for the historical and factual information presented, other information
set forth in this news release represents forward-looking statements, including
all statements about the Company's plans, beliefs, estimates and expectations.
These statements are based on current estimates and projections, which involve
certain risks and uncertainties that could cause actual results to differ
materially from those in the forward-looking statements. Important factors that
may affect these forward-looking statements include, but are not limited to:
changes in the overall economy;
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changes in competition in the markets in which TDS operates; advances in
telecommunications technology; changes in the telecommunications regulatory
environment; pending and future litigation; unanticipated changes in growth in
cellular customers, penetration rates, churn rates, roaming rates and the mix of
products and services offered in our markets; and the ability to close, as
contemplated, the Aerial/VoiceStream Wireless merger. Investors are encouraged
to consider these and other risks and uncertainties that are discussed in
documents filed by TDS with Securities and Exchange Commission ("SEC").
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