As filed with the Securities and Exchange Commission on January 8, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
Under the
SECURITIES ACT OF 1933
---------------
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
1996 Senior Executive Stock Bonus and Restricted Stock Award Plan
(Full title of the plan)
H. Donald Nelson
President
United States Cellular Corporation
8410 West Bryn Mawr, Suite 700
Chicago, Illinois 60631
(Name and address of agent for service)
(773) 399-8900
(Telephone number, including
area code, of agent for service)
---------------
CALCULATION OF REGISTRATION FEE
================================================================================
Title of Proposed
Securities Amount Proposes Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share(1) Offering Price Fee
Common Shares,
$1.00 par value 10,300 shares(2) $27.75 $285,825 $86.61
=============== ================= ================= ============== =============
(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 January 3, 1997.
(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 and, if interests in the above-referenced Plan are deemed to
constitute separate securities, pursuant to Rule 416(c) under the
Securities Act of 1933, this registration statement shall also cover an
indeterminate amount of interests to be offered or sold pursuant to the
above-referenced Plan.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual Information*
* 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.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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, 1995;
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, June 30 and September 30, 1996;
3. The Company's Current Reports on Form 8-K, dated January 10 and June
21, 1996;
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; and
5. All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year ended December 31, 1995.
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.
See Item 3.
Item 5. Interests of Named Experts and Counsel.
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 subsidiaries of TDS, William S. DeCarlo, the
Assistant Secretary of TDS and certain subsidiaries 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.
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<PAGE>
Item 6. Indemnification of Directors and Officers.
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.
Section 145 of the General Corporation Law of Delaware
contains provisions permitting (and, in some situations, requiring) Delaware
corporations such as the Company to provide indemnification to their officers
and directors for losses and litigation expense incurred in connection with,
among other things, their service to the corporation in those capacities. Among
other things, these provisions provide that the Company is required to indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (including any action by or in the
right of the Company) (a "Proceeding") by reason of the fact that he is or was a
director, officer or employee of the Company, or is or was serving at the
request of the Company as a director, officer or employee of another
corporation, partnership, joint venture, trust or other enterprise (including
service with respect to any employee benefit plan) against expenses (including
attorney's fees), judgments, fines, ERISA excise taxes, penalties and amounts
paid in settlement actually and reasonably incurred by him in connection with
such Proceeding to the fullest extent permitted by the Delaware General
Corporation Law, as the same exists or may be amended (but, in the case of any
such amendment, only to the extent that such amendment permits the Company to
provide broader indemnification rights than such law permitted the Company to
provide prior to such amendment). These provisions also provide for the advance
payment of fees and expenses reasonably incurred by the director or officer in
defense of any such Proceeding, subject to reimbursement by the director or
officer if it is ultimately determined that such officer or director is not
entitled to be indemnified by the Company.
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.
Not Applicable.
Item 8. Exhibits.
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.
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:
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<PAGE>
(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. Notwithstanding the
foregoing, any increase or decrease in the
volume of securities offered (if the total
dollar value of securities offered would not
exceed that which was registered) and
any deviation from the low or high end of
the estimated maximum offering range
may be reflected in the form of prospectus
filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no
more than a 20 percent change in the maximum
aggregate offering price set forth
in the "Calculation of Registration Fee"
table in the effective registration
statement;
(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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<PAGE>
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 8th day of
January, 1997.
UNITED STATES CELLULAR CORPORATION
By: /s/ H. Donald Nelson
-------------------------
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 8th day of January, 1997.
/s/ LeRoy T. Carlson, Jr. Chairman and Director
- ------------------------------------
LeRoy T. Carlson, Jr.
/s/ H. Donald Nelson President(Principal Executive Officer)
- ------------------------------------ and Director
H. Donald Nelson
/s/ LeRoy T. Carlson Director
- ------------------------------------
LeRoy T. Carlson
/s/ Murray L. Swanson Director
- ------------------------------------
Murray L. Swanson
/s/ Paul-Henri Denuit Director
- ------------------------------------
Paul-Henri Denuit
/s/ Allan Z. Loren Director
- ------------------------------------
Allan Z. Loren
/s/ Walter C.D. Carlson Director
- ------------------------------------
Walter C.D. Carlson
/s/ Kenneth R. Meyers Vice President-Finance and Treasurer
- ------------------------------------ (Principal Financial Officer)
Kenneth R. Meyers
/s/ Phillip A. Lorenzini Controller (Principal Accounting
- ------------------------------------ Officer)
Phillip A. Lorenzini
<PAGE>
EXHIBIT INDEX
The following documents are filed herewith or incorporated
herein by reference.
Exhibit
No. Description
- ------- -----------
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).
99.1 Form of Agreement which constitutes the United States Cellular
Corporation 1996 Senior Executive Stock Bonus and Restricted
Stock Award Plan
<PAGE>
EXHIBIT 5
SIDLEY & AUSTIN
ONE FIRST NATIONAL PLAZA
CHICAGO, ILLINOIS 60603
January 8, 1997
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
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 10,300 common shares, par value $1.00 per
share (the "Shares"), of the Company pursuant to the United States Cellular
Corporation 1996 Senior Executive Stock Bonus and Restricted Stock Award 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, and 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 and validly existing
under the laws of the State of Delaware; and
2. Each Share will be legally issued, fully paid and
nonassessable when: (i) the Registration Statement shall have become effective
under the Securities Act; (ii) such Share shall have been duly issued and sold
in the manner contemplated by the Plan; and (iii) a certificate representing
such Share shall have been duly executed, countersigned and registered and duly
delivered to the purchaser thereof against payment of the agreed consideration
therefor (not less than the par value thereof) in accordance with the Plan.
<PAGE>
United States Cellular Corporation
January 8, 1997
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 Shares.
This opinion is limited to the Securities Act and the Delaware
General Corporation Law.
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 subsidiaries of TDS, William S. DeCarlo, the Assistant Secretary of TDS
and certain subsidiaries 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, including the related Prospectus.
Very truly yours,
SIDLEY & AUSTIN
<PAGE>
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 reports dated February 6, 1996, on the consolidated financial
statements and financial statement schedules of United States Cellular
Corporation and Subsidiaries, included or incorporated by reference in the
United States Cellular Corporation Form 10-K for the year ended December 31,
1995, and to the incorporation by reference in this Form S-8 Registration
Statement of our compilation report dated February 9, 1996, 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, 1995. We also consent to all references to our Firm
included in this Form S-8 Registration Statement.
ARTHUR ANDERSEN LLP
Chicago, Illinois
January 7, 1997
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated January 25, 1996,
relating to the financial statements of Los Angeles SMSA Limited Partnership,
appearing on page 32 of the United States Cellular Corporation Annual Report on
Form 10-K for the year ended December 31, 1995.
PRICE WATERHOUSE LLP
San Francisco, California
January 7, 1997
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 dated February 17, 1995, of our audits of the financial statements of the
Los Angeles SMSA Limited Partnership as of December 31, 1994, and for each of
the two years in the period ended December 31, 1994, included in the United
States Cellular Corporation Annual Report on Form 10-K for the year ended
December 31, 1995; such financial statements were not included separately in
such Form 10-K.
COOPERS & LYBRAND L.L.P.
Newport Beach, California
January 6, 1997
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 9, 1996, February 10, 1995 and February 11, 1994,
respectively, on our audits of the financial statements of the
Nashville/Clarksville MSA Partnership as of December 31, 1995, 1994 and 1993 and
for the years ended December 31, 1995, 1994 and 1993, included in the United
States Cellular Corporation Annual Report on Form 10-K for the year ended
December 31, 1995; such financial statements were not included separately in
such Form 10-K.
COOPERS & LYBRAND L.L.P.
Atlanta, Georgia
January 7, 1997
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 9, 1996, February 10, 1995 and February 11, 1994,
respectively, on our audits of the financial statements of the Baton Rouge MSA
Partnership as of December 31, 1995, 1994 and 1993 and for the years ended
December 31, 1995, 1994 and 1993, included in the United States Cellular
Corporation Annual Report on Form 10-K for the year ended December 31, 1995;
such financial statements were not included separately in such Form 10-K.
COOPERS & LYBRAND L.L.P.
Atlanta, Georgia
January 7, 1997
<PAGE>
EXHIBIT 99.1
UNITED STATES CELLULAR CORPORATION
STOCK BONUS AND RESTRICTED STOCK AWARD AGREEMENT
United States Cellular Corporation, a Delaware corporation
(the "Company"), hereby grants to ______________ (the "Employee") as of
[_______], 1996 (the "Grant Date") (i) ________ shares of the class of shares
designated as "Common Shares" in the Company's Articles of Incorporation
("Common Stock") (the "Stock Bonus"), and (ii) a restricted stock award of
______ shares of the Company's Common Stock (the "Award"), upon and subject to
the restrictions, terms and conditions set forth below.
1. Stock Bonus and Award Subject to Acceptance of Agreement.
The Stock Bonus and the Award shall become null and void
unless the Employee (a) shall accept this Agreement by executing it in the space
provided below and returning it to the Company's Vice President of Human
Resources and (b) shall execute one or more irrevocable stock powers to
facilitate the transfer to the Company (or its assignee or nominee) of all or a
portion of the shares subject to the Award, if shares are forfeited either
pursuant to Paragraph 4 hereof or if required under applicable laws or
regulations, and return such stock power or powers to the Company's Vice
President of Human Resources. As soon as practicable after the conditions set
forth in clauses (a) and (b) of the previous sentence are satisfied, the Company
shall cause to be issued in the Employee's name a stock certificate or
certificates
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<PAGE>
representing the total number of shares of Common Stock subject to the Stock
Bonus and a stock certificate or certificates representing the total number of
shares of Common Stock subject to the Award.
2. Custody and Delivery of Shares.
The Company shall deliver, subject to Paragraph 5.3, the
certificate or certificates representing the shares of Common Stock granted
under the Stock Bonus as soon as administratively practicable after this
Agreement has been executed and returned to the Company in accordance with
Paragraph 1. The Company shall hold the certificate or certificates representing
the shares of Common Stock subject to the Award (the "Award Shares") until the
restrictions on such shares have terminated and the Company shall thereupon,
subject to Paragraph 5.3, deliver the certificate or certificates for such
shares to the Employee. The Company shall pay all original issue or transfer
taxes and all fees and expenses incident to such delivery, except as otherwise
provided in Paragraph 5.3.
3. Rights as a Stockholder.
The Employee shall have the right to vote the Award Shares
(and Common Stock distributions thereon), unless and until such shares are
forfeited pursuant to Paragraph 4 hereof or if required under applicable laws or
regulations. Any dividends or other distributions (including, without
limitation, a cash dividend, a stock dividend or stock split) with respect to
Award Shares shall be delivered to the Company and shall be subject to the same
restrictions as the Award Shares. If any dividend or other distribution is in
the form of Common Stock, the Employee shall execute one or more irrevocable
stock powers similar to the stock powers executed with respect to the Award
Shares and return such stock power and powers to the Company's Vice President of
Human Resources. Such dividends and other distributions made with respect to
Award Shares shall be accumulated in a separate account for the Employee. As
soon
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as practicable after any Award Shares are no longer subject to forfeiture, (i)
any cash dividends held in such separate account in respect of such shares shall
be paid to the Employee in cash without interest and (ii) any other
distributions made in respect of such shares shall be delivered to the Employee
in kind without interest.
4. Restriction Period and Forfeiture. (a) In General. Except
as otherwise provided in this Paragraph 4, the restrictions on 50% of the Award
Shares shall terminate when the Company achieves the 1.5 million customer level
and the restrictions on the other 50% of the Award Shares shall terminate when
the Company achieves the 2.0 million customer level, provided that with respect
to each such 50% the Employee is employed by the Company or any other
corporation which owns directly or indirectly at least 50% of the outstanding
stock of the Company (or the combined voting power of such outstanding stock) or
a corporation at least 50% of whose outstanding stock or the combined voting
power of such outstanding stock is owned directly or indirectly by the Company
(an "Affiliate") on the date the relevant customer level is achieved. For
purposes of the Award, only customers in markets managed by the Company shall be
included in determining the Company's customer level.
(b) Retirement, Disability or Death. If the Employee's
employment by the Company or an Affiliate terminates by reason of (i) retirement
on or after age 65, (ii) a total physical disability which, in the judgment of
the Chairman, prevents the Employee from performing such Employee's employment
duties for a continuous period of at least six months ("Disability") or (iii)
death prior to termination of restrictions on all the Award Shares in accordance
with subsection (a) above, the restrictions shall terminate upon the Employee's
termination of employment.
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<PAGE>
(c) Other Termination of Employment. If the Employee's
employment by the Company or an Affiliate terminates for any reason other than
retirement on or after age 65, Disability or death prior to termination of
restrictions on all the Award Shares in accordance with subsection (a) above,
the Award Shares subject to the restrictions on the date of the Employee's
termination of employment shall be forfeited and shall be canceled by the
Company. In the event that the Employee shall forfeit any Award Shares, the
Employee shall, within 10 days of the date of the Company's written request,
return this Agreement to the Company for cancellation. Notwithstanding the prior
sentence, such shares nonetheless shall be forfeited and canceled by the
Company.
(d) Competition or Misappropriation of Confidential
Information. If prior to the delivery of the certificates representing the
shares subject to the Stock Bonus or any Award Shares in accordance with
Paragraph 2 above, the Employee either (i) enters into competition with the
Company or an Affiliate or (ii) misappropriates confidential information of the
Company or an Affiliate, as determined by the Chairman in his sole discretion,
then all rights with respect to the Common Shares evidenced by such certificate
or certificates shall be immediately forfeited and shall be canceled by the
Company. For purposes of the preceding sentence, the Employee shall be treated
as entering into competition with the Company or an Affiliate if the Employee
(i) directly or indirectly, individually or in conjunction with any person, firm
or corporation, has contact with any customer of the Company or an Affiliate or
any prospective customer which has been contacted or solicited by or on behalf
of the Company or an Affiliate for the purpose of (A) soliciting or selling to
such customer or prospective customer any product or service, except to the
extent such contact is made on behalf of the Company or an Affiliate, or (ii)
otherwise competes with the Company or an Affiliate in any manner or otherwise
engages in the business of the Company or an Affiliate. The Employee shall be
treated as misappropriating confidential information of the Company or an
Affiliate if the Employee (i) uses confidential information (as described below)
for the
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<PAGE>
benefit of anyone other than the Company or such Affiliate, as the case may be,
or discloses the confidential information to anyone not authorized by the
Company or such Affiliate, as the case may be, to receive such information, (ii)
upon termination of employment, makes any summaries of, takes any notes with
respect to, or memorizes any information or takes any confidential information
or reproductions thereof from the facilities of the Company or an Affiliate, or
(iii) upon termination of employment or upon the request of the Company or an
Affiliate, fails to return all confidential information then in the Employee's
possession. "Confidential information" shall mean any confidential and
proprietary drawings, reports, sales and training manuals, customer lists,
computer programs, and other material embodying trade secrets or confidential
technical, business, or financial information of the Company or an Affiliate.
(e) Change in Control. Any restrictions on Award Shares shall
immediately terminate upon the occurrence of (i) a "Change in Control," as
defined below, or (ii) a "change in control" within the meaning of the Telephone
and Data Systems, Inc. 1994 Long-Term Incentive Plan at a time when TDS owns
directly or indirectly at least 50% of either the outstanding stock of the
Company or the combined voting power of such stock.
For purposes of this Paragraph 4(e), a Change in Control shall
mean:
(1) the acquisition by any individual, entity or group (a
"Person"), including any "person" within the meaning of Section
13(d)(3) or 14(d)(2) of the Exchange Act, of beneficial ownership
within the meaning of Rule 13d-3 promulgated under the Exchange Act, of
25% or more of the combined voting power of the then outstanding
securities of the Company entitled to vote generally on matters
(without regard to the election of directors) (the "Outstanding Voting
Securities"), excluding, however, the following: (i) any acquisition
directly from the Company or an Affiliate
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<PAGE>
(excluding any acquisition resulting from the exercise of an exercise,
conversion or exchange privilege, unless the security being so
exercised, converted or exchanged was acquired directly from the
Company or an Affiliate), (ii) any acquisition by the Company or an
Affiliate, (iii) any acquisition by an employee benefit plan (or
related trust) sponsored or maintained by the Company or an Affiliate,
(iv) any acquisition by any corporation pursuant to a transaction which
complies with clauses (i), (ii) and (iii) of subsection (3) of this
Paragraph 4(e), or (v) any acquisition by the following persons: (A)
LeRoy T. Carlson or his spouse, (B) any child of LeRoy T. Carlson or
the spouse of any such child, (C) any grandchild of LeRoy T. Carlson,
including any child adopted by any child of LeRoy T. Carlson, or the
spouse of any such grandchild, (D) the estate of any of the persons
described in clauses (A)-(C), (E) any trust or similar arrangement
(including any acquisition on behalf of such trust or similar
arrangement by the trustees or similar persons) provided that all of
the current beneficiaries of such trust or similar arrangement are
persons described in clauses (A)-(C) or their lineal descendants, or
(F) the voting trust which expires on June 30, 2009, or any successor
to such voting trust, including the trustees of such voting trust on
behalf of such voting trust, (all such persons, collectively, the
"Exempted Persons");
(2) individuals who, as of the date hereof, constitute the
Board of Directors of the Company (the "Incumbent Board") cease for any
reason to constitute at least a majority of such Incumbent Board;
provided that any individual who becomes a director of the Company
after such date, whose election, or nomination for election by the
Company's stockholders, was approved by the vote of at least a majority
of the directors then comprising the Incumbent Board shall be deemed a
member of the Incumbent Board; and provided further, that any
individual who was initially elected as a director of the Company as a
result of an actual or threatened election contest, as such terms are
used in Rule 14a-11 of Regulation 14A promulgated under the Exchange
Act,
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or any other actual or threatened solicitation of proxies or consents
by or on behalf of any Person other than the Board shall not be deemed
a member of the Incumbent Board;
(3) approval by the stockholders of the Company of a
reorganization, merger or consolidation or sale or other disposition of
all or substantially all of the assets of the Company (a "Corporate
Transaction"), excluding, however, a Corporate Transaction pursuant to
which (i) all or substantially all of the individuals or entities who
are the beneficial owners of the Outstanding Voting Securities
immediately prior to such Corporate Transaction will beneficially own,
directly or indirectly, more than 51% of the combined voting power of
the outstanding securities of the corporation resulting from such
Corporate Transaction (including, without limitation, a corporation
which as a result of such transaction owns, either directly or
indirectly, the Company or all or substantially all of the Company's
assets) which are entitled to vote generally on matters (without regard
to the election of directors), in substantially the same proportions
relative to each other as the shares of Outstanding Voting Securities
are owned immediately prior to such Corporate Transaction, (ii) no
Person (other than the following Persons: (v) the Company or an
Affiliate, (w) any employee benefit plan (or related trust) sponsored
or maintained by the Company or Affiliate, (x) the corporation
resulting from such Corporate Transaction, (y) the Exempted Persons,
(z) and any Person which beneficially owned, immediately prior to such
Corporate Transaction, directly or indirectly, 25% or more of the
Outstanding Voting Securities) will beneficially own, directly or
indirectly, 25% or more of the combined voting power of the outstanding
securities of such corporation entitled to vote generally on matters
(without regard to the election of directors) and (iii) individuals who
were members of the Incumbent Board will constitute at least a majority
of the members of the board of directors of the corporation resulting
from such Corporate Transaction; or
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(4) approval by the stockholders of the Company of a plan of
complete liquidation or dissolution of the Company.
5. Additional Terms and Conditions of Stock Bonus and Award.
5.1. Nontransferability of Award. During the restriction
period described in Section 4(a), the shares of Common Stock subject to such
restrictions may not be transferred by the Employee other than by will, the laws
of descent and distribution or to the Employee's beneficiary or beneficiaries as
designated on the form attached hereto. Except as permitted by the foregoing,
during the restriction period described in Section 4(a), the shares of Common
Stock subject to such restrictions may not be sold, transferred, assigned,
pledged, hypothecated, encumbered or otherwise disposed of (whether by operation
of law or otherwise) or be subject to execution, attachment or similar process.
Any such attempted sale, transfer, assignment, pledge, hypothecation or
encumbrance, or other disposition of such shares shall be null and void.
5.2. Investment Representation. The Employee hereby represents
and covenants that (a) any share of Common Stock acquired as part of the Stock
Bonus or upon the vesting of the Award will be acquired for investment and not
with a view to the distribution thereof within the meaning of the Securities Act
of 1933, as amended (the "Securities Act"), unless such acquisition has been
registered under the Securities Act and any applicable state securities law; (b)
any subsequent sale of any such shares shall be made either pursuant to an
effective registration statement under the Securities Act and any applicable
state securities laws, or pursuant to an exemption from registration under the
Securities Act and such state securities laws; and (c) if requested by the
Company, the Employee shall submit a written statement, in form satisfactory to
the Company, to the effect that such representation (x) is true and correct as
of the date
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of acquisition of any shares hereunder or (y) is true and correct as of the date
of any sale of any such shares, as applicable. As a further condition precedent
to the delivery to the Employee of any shares granted pursuant to the Stock
Bonus or the Award, the Employee shall comply with all regulations and
requirements of any regulatory authority having control of or supervision over
the issuance of the shares and, in connection therewith, shall execute any
documents which the Board of Directors of the Company or any committee
authorized by the Board of Directors of the Company shall in its sole discretion
deem necessary or advisable.
5.3. Tax Withholding. (a) As a condition precedent to any
delivery to the Employee of any shares of Common Stock granted pursuant to
either the Stock Bonus or the Award, the Employee shall, upon request by the
Company, pay to the Company such amount of cash as the Company may be required,
under all applicable federal, state, local or other laws or regulations, to
withhold and pay over as income or other withholding taxes (the "Required Tax
Payments") with respect to such shares. If the Employee shall fail to advance
the Required Tax Payments after request by the Company, the Company may, in its
discretion, deduct any Required Tax Payments from any amount then or thereafter
payable by the Company to the Employee.
(b) The Employee may elect to satisfy his or her obligation to
advance the Required Tax Payments by any of the following means: (1) a cash
payment to the Company pursuant to Paragraph 5.3(a), (2) delivery to the Company
of previously owned whole shares of Common Stock (for which the Employee has
good title, free and clear of all liens and encumbrances) having a fair market
value determined as of the date the obligation to withhold or pay taxes first
arises in connection with the Stock Bonus or the Award (the "Tax Date") which is
equal to the Required Tax Payments, (3) authorizing the Company to withhold from
the shares of Common Stock which would otherwise be delivered to the
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Employee pursuant to the Stock Bonus or the Award a number of whole shares of
Common Stock having a fair market value determined as of the Tax Date which is
equal to the Required Tax Payments, (4) a cash payment by a broker-dealer
acceptable to the Company through whom the Employee has sold the shares with
respect to which the Required Tax Payments have arisen or (5) any combination of
(1), (2) and (3). The Company shall have sole discretion to disapprove of an
election pursuant to any of clauses (2)-(5). Whole shares of Common Stock to be
so delivered or withheld may not have an aggregate fair market value in excess
of the minimum amount of the Required Tax Payments. Any fraction of a share of
Common Stock which would be required to pay the Required Tax Payments in full
shall be disregarded and the remaining amount due shall be paid in cash by the
Employee.
5.4. Adjustment. In the event of any stock split, stock
dividend, recapitalization, reclassification, reorganization, merger,
consolidation, spin-off, combination of shares in a reverse stock split or other
similar event, the number and class of shares of Common Stock subject to any
restrictions at the time of such event shall be appropriately adjusted by the
Company. The decision of the Company regarding the amount and timing of any
adjustment pursuant to this Paragraph 5.4 shall be final, binding and
conclusive.
5.5. Compliance with Applicable Law. The Stock Bonus and the
Award are subject to the condition that if the listing, registration or
qualification of the shares of Common Stock subject to the Stock Bonus or the
Award upon any securities exchange or under any law, or the consent or approval
of any governmental body, or, in the case of any Award Shares, the taking of any
other action is necessary or desirable as a condition of, or in connection with,
the termination of the restrictions on such shares or delivery of such shares
may not be delivered, in whole or in part, unless such listing, registration,
qualification, consent or approval shall have been effected or obtained, free of
any conditions not
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acceptable to the Company. The Company agrees to make every reasonable effort to
effect or obtain any such listing, registration, qualification, consent or
approval.
5.6. Stock Bonus and Award Confer No Rights to Continued
Employment. In no event shall the granting of the Stock Bonus or the Award or
their acceptance by the Employee give or be deemed to give the Employee any
right to continued employment by the Company or by any Affiliate.
5.7. Decisions of Chairman. The Chairman shall have the right
to resolve all questions which may arise in connection with this Agreement. Any
interpretation, determination or other action made or taken by the Chairman
regarding this Agreement shall be final, binding and conclusive.
6. Miscellaneous Provisions.
6.1. Successors. This Agreement shall be binding upon and
inure to the benefit of any successor or successors of the Company and any
person or persons who shall, upon the death of the Employee, acquire any rights
hereunder.
6.2. Notices. All notices, requests or other communications
provided for in this Agreement shall be made in writing either (a) by actual
delivery to the party entitled thereto, or (b) by mailing through the United
States postal service to the last known address of the party entitled thereto,
via certified or registered mail, postage prepaid and return receipt requested
or by telecopy with confirmation of receipt. The notice shall be deemed to be
received in case of delivery, on the date of its actual receipt by the party
entitled thereto, and in case of mailing by certified or registered mail, five
days following the date of such mailing, and in the case of telecopy, on the
date of confirmation of receipt.
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6.3. Governing Law. This Agreement and all determinations made
and actions taken pursuant thereto, to the extent not governed by the laws of
the United States, shall be governed by, and interpreted in accordance with, the
internal laws of the State of Delaware, without regard to conflicts of laws
principles.
6.4. Counterparts. This Agreement may be executed in two
counterparts, each of which shall be deemed an original and both of which
together shall constitute one and the same instrument.
UNITED STATES CELLULAR CORPORATION
By:_______________________________
H. Donald Nelson
Chief Executive Officer
Accepted this____ day of
_________________, 199_.
________________________
Employee
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UNITED STATES CELLULAR CORPORATION
STOCK BONUS AND RESTRICTED STOCK AWARD AGREEMENT
BENEFICIARY DESIGNATION FORM
You may designate a primary beneficiary and a secondary
beneficiary. You can name more than one person as a primary or secondary
beneficiary. For example, you may wish to name your spouse as primary
beneficiary and your children as secondary beneficiaries. Your secondary
beneficiary(ies) will receive nothing if any of your primary beneficiaries
survive you. All primary beneficiaries will share equally unless you indicate
otherwise. The same rule applies for secondary beneficiaries.
Designate Your Beneficiary(ies):
Primary Beneficiary(ies) (give name, address and relationship
to you):
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Secondary Beneficiary(ies) (give name, address and
relationship to you): ____________________________
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I certify that my designation of beneficiary set forth above
is my free act and deed.
- ------------------------------ ------------------------------
Name Signature
(please print)
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Date
<PAGE>
