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): January 10, 1996
UNITED STATES CELLULAR CORPORATION
(Exact name of registrant as specified in its charter)
Iowa 1-9712 62-1147325
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
8410 West Bryn Mawr,Suite 700, Chicago, Illinois 60631
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 399-8900
Not Applicable
(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.
On January 10, 1996, the Company announced that it has received a
proposal from Telephone and Data Systems, Inc. ("TDS") for the transfer to the
Company of TDS's minority ownership interests in certain cellular markets for
approximately $116.7 million. The minority interests subject to the proposal
represent approximately 675,000 population equivalents.
This Current Report on Form 8-K is being filed for the purpose of
filing the news release issued by the Company relating to such announcement as
an exhibit.
Item 7. Financial Statements and Exhibits
(c) Exhibits
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.
United States Cellular Corporation
(Registrant)
Date: January 11, 1996
By: /s/ PHILLIP A. LORENZINI
-------------------------
Phillip A. Lorenzini
Controller
(principal accounting officer)
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EXHIBIT INDEX
Exhibit Number Description of Exhibit Sequentially Numbered Page
99 News Release dated 5
January 10, 1996
4
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Exhibit 99
FOR RELEASE: IMMEDIATE
U.S. CELLULAR ANNOUNCES PROPOSAL FROM TDS
ON TRANSFER OF CELLULAR MINORITY POPS
January 10, 1996, Chicago, Illinois - United States Cellular Corporation [AMEX:
USM] announced today that it has received a proposal from Telephone and Data
Systems, Inc. [AMEX: TDS], the holder of more than 80% of USM's common stock,
for the transfer to USM of TDS's minority ownership interests in certain
cellular markets. The minority interests subject to the proposal represent
approximately 675,000 population equivalents ("pops"). The proposed purchase
price is approximately $116.7 million. The form of consideration to be paid by
USM is subject to negotiation and would likely consist of cash or USM common
stock or a combination thereof.
The TDS proposal is subject to negotiation and has been referred to a previously
established independent committee of the USM board of directors. The independent
committee has retained Lazard Freres & Co. as its financial advisor. The
proposed transaction will be subject to approval by the independent committee of
the USM board of directors, to definitive documentation, and to compliance with
regulatory requirements.
Based in Chicago, USM manages and invests in cellular systems throughout the
United States. As of September 30, 1995, USM managed operational systems serving
149 markets.
Contact: Kenneth R. Meyers
Vice President - Finance
(312) 399-8923
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