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): December 18, 1997
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
(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)
<PAGE>
Item 5. Other Events.
On December 18, 1997, United States Cellular Corporation ("USM" or the
"Company") announced that it has received an offer from its parent company,
Telephone and Data Systems, Inc. [AMEX:TDS], to acquire all of the issued and
outstanding Common Shares of USM not already owned by TDS. The offer is being
made in connection with, and is subject to TDS shareholder approval of and the
effectiveness of, TDS's announced corporate restructuring. The restructuring
plan calls for TDS to issue three new classes of common stock, commonly known as
"Tracking Stocks," each of which is intended to separately reflect one of TDS's
primary business groups.
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
Exhibits
The exhibits accompanying this report are listed in the accompanying
Exhibit Index.
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<PAGE>
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: December 29, 1997
United States Cellular Corporation
(Registrant)
By: /s/ PHILLIP A. LORENZINI
-------------------------
Phillip A. Lorenzini
Controller
(Principal Accounting Officer)
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<PAGE>
EXHIBIT INDEX
Exhibit Number Description of Exhibit
- -------------- ----------------------
99 News Release dated
December 18, 1997
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Exhibit 99
Contact: Kenneth R. Meyers
Senior Vice President - Finance
(773) 399-8900
FOR RELEASE: IMMEDIATE
TDS OFFERS TO ACQUIRE OUTSTANDING SHARES
OF UNITED STATES CELLULAR
December 18, 1997, Chicago, Illinois -- United States Cellular Corporation
[AMEX:USM] announced that it has received an offer from its parent company,
Telephone and Data Systems, Inc. [AMEX:TDS], to acquire all of the issued and
outstanding Common Shares of USM not already owned by TDS. The offer is being
made in connection with, and is subject to TDS shareholder approval of and the
effectiveness of, TDS's announced corporate restructuring. The restructuring
plan calls for TDS to issue three new classes of common stock, commonly known as
"Tracking Stocks," each of which is intended to separately reflect one of TDS's
primary business groups.
Under the TDS offer to USM, the public shareholders of USM, who currently own
18.9% of the common equity of USM, would exchange such shares for shares of the
TDS tracking stock related to the business of U.S. Cellular which represent
18.9% of the equity interest in U.S. Cellular. The Board of Directors of USM is
expected to refer the offer to a special committee of the Board of Directors of
USM for review and recommendation. The merger would be subject to various
conditions, including approval by the Board of Directors and the shareholders of
USM.
Headquartered in Chicago, USM manages and invests in cellular systems throughout
the United States. As of today, USM owns interests representing approximately
25.9 million pops, making it the eighth largest cellular telephone company in
the United States based on pops. USM now manages operational systems serving 142
markets.
USM Internet Home Page: http://www.uscc.com
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