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): June 8, 1995
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UNITED STATES CELLULAR CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-9712 62-1147325
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
8410 West Bryn Mawr,Suite 700, Chicago, Illinois 60631
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 399-8900
Not Applicable
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(Former name or former address, if changed since last report)
The Exhibit Index is Located on Page 4 of 5 Total Pages.
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Item 5. Other Events.
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On June 8, 1995, the Company announced the sale of approximately $650
million principal amount at maturity of zero coupon convertible debt in the
form of Liquid Yield OptionTM Notes ("LYONs"TM). This Current Report on
Form 8-K is being filed for the purpose of filing the Press Release issued
by the Company relating to such announcement as an exhibit.
"Liquid Yield Option" and "LYONs" are Trademarks of Merrill Lynch & Co.,
Inc.
Item 7. Financial Statements and Exhibits
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(c) Exhibits
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The exhibit accompanying this report is 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.
United States Cellular Corporation
(Registrant)
Date: June 8, 1995
By: /s/ PHILLIP A. LORENZINI
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Phillip A. Lorenzini
Controller
(principal accounting officer)
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EXHIBIT INDEX
Exhibit Number Description of Exhibit Sequentially Numbered Page
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99 Press Release dated 5
June 8, 1995
4
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Exhibit 99
UNITED STATES CELLULAR SELLS
CONVERTIBLE DEBT
June 8, 1995, Chicago, Illinois - United States Cellular Corporation
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(AMEX symbol "USM") announced today that it has sold $650 million principal
amount at maturity of zero coupon convertible debt. The net proceeds to
USM of approximately $193.2 million from the sale of the 20-year fixed-rate
securities will be used to repay variable-rate borrowings from USM's parent
company, Telephone and Data Systems, Inc. ("TDS").
The convertible debt will be issued in the form of Liquid Yield
OptionTM Notes ("LYONs"TM) and has been underwritten by Merrill Lynch & Co.
The issue price of the LYONs will be $306.46 for each $1,000 principal
amount at maturity, which represents a yield to maturity of 6%. USM has
granted an option to Merrill Lynch & Co. to purchase up to an additional
$95 million principal amount at maturity of LYONs to cover over-allotments.
The full exercise of the over-allotment option will result in approximately
$28.2 million of additional net proceeds to USM, which additional proceeds
will be used to repay borrowings from TDS. Any excess additional net
proceeds will be used for general corporate purposes.
Each LYON will be convertible at the option of the holder at any time
on or prior to maturity at a conversion rate of 9.475 Common Shares per
LYON. Upon conversion, USM may elect the delivery of its Common Shares or
cash equal to the market value of the Common Shares into which the LYONs
are convertible.
Beginning five years after the date of issue, the LYONs may be
redeemed at any time for cash at the option of USM at redemption prices
equal to the issue price plus accrued original issue discount through the
date of redemption.
On the fifth anniversary of the issue date, USM will purchase LYONs
at the option of the holder at the issue price plus accrued original issue
discount through that date. USM will have the option of purchasing such
LYONs with cash, USM Common Shares or TDS common equity securities, or any
combination thereof.
Headquartered in Chicago, USM manages and invests in cellular systems
throughout the United States. As of March 31, 1995, USM owned or had
rights to acquire interests representing 25.2 million population
equivalents in 210 markets. At that date, USM managed operational systems
serving 147 markets.
For additional information, please contact Kenneth R. Meyers, Vice
President - Finance and Chief Financial Officer, at (312) 399-8900. Out-
of-town media, please call collect.
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