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 21, 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 No.)
incorporation)
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
(Former name or former address, if changed since last report)
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Item 5. Other Events.
On June 21, 1996, the Company announced that Telephone and Data
Systems, Inc. ("TDS") agreed to transfer its minority ownership interests in
certain cellular markets to the Company for approximately $110.2 million in
cash. The minority interests subject to be transfered represent approximately
614,000 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.
Date: June 24, 1996
United States Cellular Corporation
(Registrant)
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
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99 News Release dated
June 21, 1996
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Exhibit 99
RELEASE: IMMEDIATE
TDS AGREES TO TRANSFER CELLULAR MINORITY POPS TO U.S. CELLULAR
June 21, 1996, Chicago, Illinois - Telephone and Data Systems, Inc. [AMEX:TDS]
and United States Cellular Corporation [AMEX: USM] announced today that TDS has
agreed to transfer interests in cellular systems representing approximately
614,000 population equivalents ("pops") to USM in exchange for approximately
$110.2 million in cash. The cellular interests to be transferred include 218,600
pops in the Tucson, Arizona Metropolitan Statistical Area ("MSA") and 91,200
pops in four other MSAs.
In January, TDS announced a proposal to transfer to USM interests in various
cellular systems. The proposal was referred to a special committee of USM's
Board of Directors, which retained Lazard Freres & Co. LLC and special counsel
to review the proposal and assist in negotiations. Over the past five months,
the special committee and its advisors negotiated the terms of a cellular
interest transfer agreement with TDS representatives. The agreement was approved
by the special committee and the full Board of Directors of USM.
The TDS Board of Directors, which retained Duff & Phelps Capital Markets Co., to
advise it in connection with its proposal and the agreement, has also approved
the agreement.
TDS is a Chicago-based telecommunications company with established cellular
telephone, local telephone and radio paging operations and developing personal
communications services operations. TDS strives to build value for its
shareholders by providing excellent communications services in attractive,
closely related segments of the telecommunications industry.
USM, an over 80%-owned subsidiary of TDS, manages and invests in cellular
systems throughout the United States. Including the reported transaction, USM
will own or have the right to acquire interests in 208 cellular markets
representing over 24.8 million population equivalents and will manage or have
the right to manage 139 markets.
Contacts: TDS--Karen M. Stewart USM--Kenneth R. Meyers
Vice President - Investor Relations Vice President - Finance
(608) 828-8316 (312) 399-8900
e-mail: [email protected]
TDS Internet Home Page:http//www.teldta.com
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