Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under the
SECURITIES ACT OF 1933
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UNITED STATES CELLULAR CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 62-1147325
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
8410 West Bryn Mawr, Suite 700
Chicago, Illinois 60631
(Address of Principal Executive Offices) (Zip Code)
United States Cellular Corporation
1994 Engineering and Network Operations Restricted Stock Plan
(Full title of the plan)
LeRoy T. Carlson, Jr.
Chairman
United States Cellular Corporation
8410 West Bryn Mawr, Suite 700
Chicago, Illinois 60631
(Name and address of agent for service)
(312) 399-8900
(Telephone number, including
area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share (1) Price Fee
Common Shares
$1.00 par value 100,000 shares $ 29.00 $ 2,900,000 $ 1,000
(1) Estimated for the Common Shares solely for the purpose
of calculating the registration fee on the basis of the
average of the high and low prices of the Common Shares
of the Company on the American Stock Exchange on
May 31, 1995.
(2) In addition, this Registration Statement also covers an
indeterminate amount of additional securities which may
be issued under the above-referenced Plan pursuant to
the anti-dilution provisions of such Plan.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information*
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Item 2. Registrant Information and Employee Plan Annual
Information*
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* 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 Securities Act of 1933, as amended (the
"Securities Act") and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents which have heretofore been
filed by United States Cellular Corporation (the "Company" or
the "Registrant"), with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange 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, 1994;
2. The Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1995;
3. The Company's Current Reports on Form 8-K, dated
March 15 and April 27, 1995; and
4. The description of the Common Shares, par value
$1.00 per share ("Common Shares"), of the Company
contained in the Company's Amendment No. 2 on Form
8, dated December 28, 1992, to the Company's
Report on Form 8-A.
All documents, subsequently filed by the Company with
the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange 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.
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See Item 3.
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Item 5. Interests of Named Experts and Counsel.
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The legality of the Common Shares offered hereby is
being passed upon for the Company by Sidley & Austin, One
First National Plaza, Chicago, Illinois 60603. The Company is
controlled by Telephone and Data Systems, Inc. ("TDS") and TDS
is controlled by a voting trust. Walter C.D. Carlson, a
trustee and beneficiary of the voting trust and a director of
TDS, the Company and certain other subsidiaries of TDS,
Michael G. Hron, the Secretary of TDS and certain other
subsidiaries of TDS, William S. DeCarlo, the Assistant
Secretary of TDS, Stephen P. Fitzell, the Secretary of the
Company and certain other subsidiaries of TDS, and Sherry S.
Treston, the Assistant Secretary of the Company and certain
other subsidiaries of TDS, are partners of Sidley & Austin.
Item 6. Indemnification of Directors and Officers.
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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
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.
Section 145 of the General Corporation Law of Delaware
permits indemnification of directors, officers and employees
of a corporation under certain conditions and subject to
certain limitations. Article XI of the Company's Restated
Certificate of Incorporation, as amended, contains provisions
for the indemnification of directors, officers and employees
of the Company within the limitations permitted by Section
145.
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.
Item 7. Exemption from Registration Claimed.
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Not Applicable.
Item 8. Exhibits.
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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.
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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 Securities 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;
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(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 Exchange Act that are incorporated by
reference in the Registration Statement.
2. That, for the purpose of determining any liability
under the Securities 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 Common Shares being
registered hereby which remain unsold at the
termination of the offering.
4. That, for the purposes of determining any
liability under the Securities Act, each filing of
the Company's Annual Report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee
benefit plan's annual report pursuant to Section
15(d) of the Exchange 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 Securities 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
Securities 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
Securities Act and will be governed by the final
adjudication of such issue.
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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 to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on the
1st day of June, 1995.
UNITED STATES CELLULAR CORPORATION
By: /s/ H. Donald Nelson
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H. Donald Nelson
President
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities indicated and on the 1st
day of June, 1995.
/s/ LeRoy T. Carlson, Jr. Chairman and Director
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LeRoy T. Carlson, Jr.
/s/ H. Donald Nelson President (Chief
--------------------------- Executive Officer)
H. Donald Nelson and Director
/s/ LeRoy T. Carlson Director
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LeRoy T. Carlson
/s/ Murray L. Swanson Director
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Murray L. Swanson
/s/ Paul-Henri Denuit Director
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Paul-Henri Denuit
/s/ Allan Z. Loren Director
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Allan Z. Loren
/s/ Walter C.D. Carlson Director
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Walter C.D. Carlson
/s/ Kenneth R. Meyers Vice President - Finance
--------------------------- and Treasurer (Chief
Kenneth R. Meyers Financial Officer)
/s/ Phillip A. Lorenzini Controller (Principal
--------------------------- Accounting Officer)
Phillip A. Lorenzini
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EXHIBIT INDEX
The following documents are filed herewith or
incorporated herein by reference.
Exhibit
No. Description
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4.1 Restated Certificate of Incorporation, as amended,
of the Company (Incorporated herein by reference
to Exhibit 2(a) to Amendment No. 2 on Form 8 dated
December 28, 1992 to the Company's Report on Form
8-A).
4.2 Restated Bylaws, as amended, of the Company
(Incorporated herein by reference to Exhibit 2(b)
to Amendment No. 2 on Form 8 dated December 28,
1992 to the Company's Report on Form 8-A).
5 Opinion of Sidley & Austin.
23.1 Consent of Independent Public Accountants.
23.2 Consents of Independent Accountants.
23.3 Consent of Sidley & Austin (contained in Exhibit 5
hereto).
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EXHIBIT 5
SIDLEY & AUSTIN
ONE FIRST NATIONAL PLAZA
CHICAGO, ILLINOIS 60603
June 1, 1995
United States Cellular Corporation
Suite 700
8410 West Bryn Mawr Avenue
Chicago, Illinois 60631
Re: United States Cellular Corporation
Registration Statement on Form S-8
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Gentlemen:
We are counsel to United States Cellular
Corporation, a Delaware corporation (the "Company"), and have
represented the Company in connection with the Registration
Statement on Form S-8 (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 shares, par value $1.00 per share (the "Common
Shares"), of the Company pursuant to the United States
Cellular Corporation Engineering and Network Operations
Restricted Stock Plan (the "Plan").
In rendering this opinion, we have examined and
relied upon a copy of the Plan and the Registration Statement,
including the related Prospectus dated the date hereof. 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, have 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, validly
existing and in good standing under the General Corporation
Law of the State of Delaware; and
2. The Common Shares will be legally issued, fully
paid and nonassessable when: (i) the Registration Statement
shall have become effective under the Securities Act; (ii) the
Common Shares shall have been duly issued and sold in the
manner contemplated by the Plan; and (iii) certificates
representing the Common Shares shall have been duly executed,
countersigned and registered and duly delivered to the
purchasers thereof against payment of the agreed consideration
therefor (but not less than the par value thereof).
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United States Cellular Corporation
June 1, 1995
Page 2
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 Common Shares.
This opinion is limited to the Delaware General
Corporation Law and the Securities Act to the extent
applicable.
The Company is controlled by Telephone and Data
Systems, Inc. ("TDS") and TDS is controlled by a voting trust.
Walter C.D. Carlson, a trustee and beneficiary of the voting
trust and a director of TDS, the Company and certain other
subsidiaries of TDS, Michael G. Hron, the Secretary of TDS and
certain other subsidiaries of TDS, William S. DeCarlo, the
Assistant Secretary of TDS, Stephen P. Fitzell, the Secretary
of the Company and certain other subsidiaries of TDS, and
Sherry S. Treston, the Assistant Secretary of the Company and
certain other subsidiaries of TDS, 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.
Very truly yours,
SIDLEY & AUSTIN
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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 United States Cellular Corporation of our report
dated February 7, 1995 (except with respect to the matters
discussed in Note 15, as to which the date is March 14, 1995),
on the consolidated financial statements and financial
statement schedules of United States Cellular Corporation and
Subsidiaries, incorporated by reference in the United States
Cellular Corporation Form 10-K for the year ended December 31,
1994, to the incorporation by reference in this Form S-8
Registration Statement of our report dated February 7, 1995,
on the financial statement schedule of United States Cellular
Corporation, included in the United States Cellular
Corporation Form 10-K for the year ended December 31, 1994,
and to the incorporation by reference in this Form S-8
Registration Statement of our compilation report dated
February 17, 1995, on the combined financial statements of the
Los Angeles SMSA Limited Partnership, the
Nashville/Clarksville MSA Limited Partnership and the Baton
Rouge MSA Limited Partnership, included in the United States
Cellular Corporation Form 10-K for the year ended December 31,
1994. We also consent to all references to our Firm included
in this Form S-8 Registration Statement.
ARTHUR ANDERSEN LLP
Chicago, Illinois
May 25, 1995
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference
in this Form S-8 Registration Statement of United States
Cellular Corporation of our report, which includes explanatory
paragraphs relating to contingencies, dated February 17, 1995,
on our audits of the financial statements of the Los Angeles
SMSA Limited Partnership as of December 31, 1994 and 1993, and
for each of the three years in the period ended December 31,
1994; such financial statements are not included separately in
this Registration Statement.
COOPERS & LYBRAND L.L.P.
Newport Beach, California
May 25, 1995
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference
in this Form S-8 Registration Statement of United States
Cellular Corporation of our reports dated February 10, 1995,
February 11, 1994 and February 11, 1993, on our audits of the
financial statements of the Nashville/Clarksville MSA Limited
Partnership as of December 31, 1994, 1993 and 1992 and for the
years ended December 31, 1994, 1993 and 1992; such financial
statements are not included separately in this Registration
Statement.
COOPERS & LYBRAND L.L.P.
Atlanta, Georgia
May 25, 1995
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference
in this Form S-8 Registration Statement of United States
Cellular Corporation of our reports dated February 10, 1995,
February 11, 1994 and February 11, 1993, on our audits of the
financial statements of the Baton Rouge MSA Limited
Partnership as of December 31, 1994, 1993 and 1992 and for the
years ended December 31, 1994, 1993 and 1992; such financial
statements are not included separately in this Registration
Statement.
COOPERS & LYBRAND L.L.P.
Atlanta, Georgia
May 25, 1995
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