As filed with the Securities and Exchange Commission on March 25, 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
Special Retention 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 Proposes Proposed Amount
Securities Amount Maximum Maximum of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share(1) Offering Price Fee
Common Shares,
$1.00 par value 70,000 shares(2) $25.94 $1,815,800 $550.19
=============== ================= ================ =============== =============
(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 March 21, 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, 1996;
2. 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
3. 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,
1996.
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.
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.
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<PAGE>
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:
(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
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<PAGE>
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 25th day of
March, 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 25th day of March, 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
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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 Special Retention Restricted Stock Award Plan
<PAGE>
EXHIBIT 5
SIDLEY & AUSTIN
ONE FIRST NATIONAL PLAZA
CHICAGO, ILLINOIS 60603
March 25, 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 issuance of 70,000 common shares, par value $1.00 per share (the
"Shares"), of the Company pursuant to the United States Cellular Corporation
Special Retention 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 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 person entitled thereto against receipt of the agreed consideration
therefor (not less than the par value thereof) in accordance with the Plan.
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.
<PAGE>
United States Cellular Corporation
March 25, 1997
Page 2
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 report dated January 29, 1997, (except with
respect to the matter discussed in Note 16, as to which the date is February 4,
1997), on the consolidated financial statements and financial statement
schedule 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, 1996, and to the incorporation by reference in
this Form S-8 Registration Statement of our compilation report dated February
25, 1997, 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, 1996. We also consent to
all references to our Firm included in this Form S-8 Registration Statement.
ARTHUR ANDERSEN LLP
Chicago, Illinois
March 20, 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 February 26, 1997,
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, 1996.
PRICE WATERHOUSE LLP
San Francisco, California
March 20, 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 audit of the financial statements of the
Los Angeles SMSA Limited Partnership as of December 31, 1994, and for the year
then ended, included in the United States Cellular Corporation Annual
Report on Form 10-K for the year ended December 31, 1996; such financial
statements were not included separately in such Form 10-K.
COOPERS & LYBRAND L.L.P.
Newport Beach, California
March 20, 1997
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of United States Cellular Corporation of our
reports dated February 7, 1997, February 9, 1996 and February 10, 1995,
respectively, on our audits of the financial statements of the
Nashville/Clarksville MSA Limited Partnership as of December 31, 1996, 1995 and
1994 and for the years ended December 31, 1996, 1995 and 1994; such financial
statements are not included separately in this Registration Statement.
COOPERS & LYBRAND L.L.P.
Atlanta, Georgia
March 20, 1997
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of United States Cellular Corporation of
our reports dated February 7, 1997, February 9, 1996 and February 10, 1995,
respectively, on our audits of the financial statements of the Baton Rouge MSA
Limited Partnership as of December 31, 1996, 1995 and 1994 and for the years
ended December 31, 1996, 1995 and 1994, such financial statements are not
included separately in this Registration Statement.
COOPERS & LYBRAND L.L.P.
Atlanta, Georgia
March 20, 1997
<PAGE>
EXHIBIT 99.1
UNITED STATES CELLULAR CORPORATION
SPECIAL RETENTION RESTRICTED STOCK AWARD AGREEMENT
United States Cellular Corporation, a Delaware corporation
(the "Company"), hereby grants to ____________ (the "Employee") as of February
28, 1997 (the "Grant Date") 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 Certificates.
A stock certificate or certificates representing the total
number of shares of Common Stock subject to the Award (as may be adjusted
pursuant to Section 5.3(b)) shall be delivered to the Employee as soon as
administratively practicable after the lapse of the restrictions set forth in
Section 4.
2. Custody and Delivery of Shares.
As soon as administratively practicable after receipt of this
Agreement, the Employee shall execute the Agreement in duplicate by affixing his
signature to the end hereof and returning one of the signed Agreements to the
Company's Vice President of Human Resources. The Agreement shall not be deemed
executed unless the Employee (i) executes one or more irrevocable stock powers
to facilitate the transfer to the Company (or its assignee or nominee) 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 (ii)
<PAGE>
returns such stock power or powers to the Company's Vice President of Human
Resources at the same time the signed Agreement is returned to the Company's
Vice President of Human Resources. 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 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.
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<PAGE>
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 on January 15, 1999 if on such date the Employee is
employed by any of the following: (i) the Company; (ii) any 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 (iii) 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 (any
corporation described in clause (ii) or (iii) shall be an "Affiliate") and the
restrictions on the other 50% of the Award Shares shall terminate on January 15,
2000 if on such date the Employee is employed by the Company or an Affiliate.
(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.
(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 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 his signed copy of this Agreement to
the Company for cancellation. Notwithstanding the prior sentence, such shares
nonetheless shall be forfeited and canceled by the Company.
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<PAGE>
(d) Competition or Misappropriation of Confidential
Information. If prior to the delivery of the certificates representing the 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 Award
Shares 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 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 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.
-4-
<PAGE>
(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 (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
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<PAGE>
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, 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
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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
(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 the 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,
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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 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 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 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 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
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"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 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 Employee pursuant to
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
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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 Award is subject to
the condition that if the listing, registration or qualification of the shares
of Common Stock subject to the Award upon any securities exchange or under any
law, or the consent or approval of any governmental body, or 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,
then 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 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. The Award Confer No Rights to Continued Employment. In
no event shall the granting of the Award or its 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.
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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.
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.
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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
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Employee
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UNITED STATES CELLULAR CORPORATION
SPECIAL RETENTION 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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---------------------------------------------------
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Secondary Beneficiary(ies) (give name, address and
relationship to you): _____________________________
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---------------------------------------------------
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I certify that my designation of beneficiary set forth above
is my free act and deed.
- ------------------------------ -----------------------------------
Name Signature
(please print)
-----------------------------------
Date
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