As filed with the Securities and Exchange Commission on January 8, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under the
SECURITIES ACT OF 1933
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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
Compensation Plan for Non-Employee Directors
(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)
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CALCULATION OF REGISTRATION FEE
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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 10,000 shares(2) $27.75 $277,500 $84.09
=============== ================ =================== ================ ==========
(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
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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 United States Cellular Corporation Compensation Plan for
Non-Employee Directors
<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 10,000 common shares, par value $1.00 per
share (the "Shares"), of the Company pursuant to the United States Cellular
Corporation Compensation Plan for Non-Employee Directors (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.
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
January 8, 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 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
(the "Company")
DESCRIPTION OF COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
(the "Plan")
EFFECTIVE NOVEMBER 1, 1996
* * * * *
The purpose of the Plan is to provide reasonable compensation
to non-employee directors in connection with their services to the Company in
order to induce qualified persons to become and serve as non-employee members of
the Company's Board of Directors.
The Plan was approved pursuant to the authority granted in
Section 12 of Article III of the Company's By-Laws, which provides that this
Board of Directors shall have the authority to establish reasonable compensation
of directors and that directors may be reimbursed their expenses of attending
meetings of the Board of Directors.
The Plan provides that, effective for the twelve month period
ending at the time of the Company's 1997 annual meeting, each director of the
Company who is not an employee of the Company, Telephone and Data Systems, Inc.,
American Paging, Inc., American Portable Telecom, Inc., or TDS
Telecommunications Corporation ("Affiliates") shall receive an annual director's
fee of $24,000 payable immediately prior to the Company's Annual Meeting of
Shareholders; and that each director of the Company who is not an employee of
any Affiliate (hereinafter a "Non-employee Director") shall continue to receive
a fee of $1,000, plus reimbursement of reasonable out-of-pocket expenses
incurred in connection with travel, for attendance at each regularly scheduled
or special meeting of the Board of Directors.
The Plan also provides that, effective as of November 1, 1996,
each Non-employee Director shall receive a fee of $750.00, plus reimbursement of
reasonable out-of-pocket expenses incurred in connection with travel, for
attendance at each meeting of the Audit Committee, Stock Option Compensation
Committee, or other committee established by resolution of the Board of
Directors.
The Plan further provides that each Non-employee Director
shall be entitled to elect to receive up to fifty percent (50%) of the annual
fee by the delivery of Common Shares of the Company having a fair market value,
as hereinafter defined, as of the date of payment equal to such percentage of
the annual fee.
Under the Plan, each Non-employee Director shall be entitled
to elect to receive up to thirty-three percent (33%) of each committee meeting's
fee by the delivery of Common Shares of the Company having a fair market value
as of the date of payment equal to such percentage of such fee
The Plan provides that the foregoing elections shall be made
in writing at least ten business days prior to the Annual Meeting of
Shareholders or the date of each committee meeting, as applicable.
Under the Plan, for purposes of determining the number of
Common Shares deliverable in connection with any of the foregoing elections, the
fair market value of a Common Share of the Company shall be the average closing
price of Common Shares of the Company as reported in the American Stock Exchange
Composite Transactions section of the Wall Street Journal for the twenty (20)
trading days ending on the third trading day before the Annual Meeting of
Shareholders or the date of the committee meeting, as applicable.
The Board of Directors of the Company has reserved 10,000
Common Shares of the Company for issuance pursuant to the Plan.
<PAGE>
