FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 4, 1997
UNITED STATES CELLULAR CORPORATION
(Exact name of registrant as specified in its charter)
Iowa 1-9712 62-1147325
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
8410 West Bryn Mawr,Suite 700, Chicago, Illinois 60631
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 399-8900
Not Applicable
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events.
On February 4, 1997, the Company announced that it had signed
definitive agreements with BellSouth Corporation ("BellSouth") to acquire
controlling interests in a 12-market cluster that provides cellular service to
most of Wisconsin and parts of northern Illinois in exchange for a nine-market
cluster in southern Indiana and Kentucky, a controlling interest in one market
in central Tennessee, investments interests in 13 other markets, and cash.
This Current Report on Form 8-K is being filed for the purpose of
filing the news release issued by the Company relating to such announcement as
an exhibit.
Item 7. Financial Statements and Exhibits
(c) Exhibits
The exhibits accompanying this report are listed in the accompanying
Exhibit Index.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereto duly authorized.
Date: February 5, 1997
United States Cellular Corporation
(Registrant)
By: /s/ KENNETH R. MEYERS
Kenneth R. Meyers
Senior Vice President - Finance
3
<PAGE>
EXHIBIT INDEX
Exhibit Number Description of Exhibit
99 News Release dated
February 4, 1997
4
<PAGE>
Exhibit 99
FOR RELEASE: IMMEDIATE Contact: Kenneth R. Meyers
Senior Vice President - Finance
(773) 399-8900
UNITED STATES CELLULAR ANNOUNCES TRADE FOR BELLSOUTH'S
WISCONSIN PROPERTIES
February 4, 1997, Chicago, Illinois -- United States Cellular Corporation
[AMEX:USM] announced that it has executed definitive agreements with BellSouth
Corporation ("BellSouth") to acquire controlling interests in a 12-market
cluster that provides cellular service to most of Wisconsin and parts of
northern Illinois. Included in this transaction are rights to operate cellular
systems serving all of southern and eastern Wisconsin, including Milwaukee,
Madison, Appleton, Green Bay and Sheboygan, as well as Rockford, Illinois.
Approximately 4.0 million people live in this service area. BellSouth's service
in these territories is marketed under the Cellular One(R) brand name.
In exchange for these markets, USM will transfer to BellSouth a nine-market
cluster in southern Indiana and Kentucky, a controlling interest in one market
in central Tennessee, investment interests in 13 other markets, and cash. In
total, USM will receive controlling interests representing approximately 3.9
million population equivalents ("pops") in exchange for controlling interests
representing approximately 1.9 million pops, investment interests representing
approximately 1.4 million pops and an undisclosed amount of cash. Terms of the
transaction, which is subject to various regulatory and other approvals, were
not disclosed.
H. Donald Nelson, USM President and Chief Executive Officer, commented, "This
transaction will significantly expand the areas of service we can offer to our
customers, a very important factor in our quest to increase customer
satisfaction." LeRoy T. Carlson, Jr., USM Chairman, added, "Strategically, this
transaction greatly enhances our competitive position in the Midwest. We will be
able to provide coverage to more cellular customers in Wisconsin than any other
company. These markets are adjacent to, and greatly complement, the 39 markets
we already operate in Wisconsin, Iowa, Illinois and Missouri, creating a very
large operating area."
Headquartered in Chicago, USM manages and invests in cellular systems throughout
the United States. As of December 31, 1996, USM owned or had rights to acquire
interests representing approximately 25.4 million pops, making it the eighth
largest cellular telephone company in the United States based on pops. At that
date, USM managed operational systems serving 140 markets.
On Wednesday, February 5, 1997, at 1:00 p.m. Central Standard Time, USM will
hold a news conference by phone to discuss this transaction. The news conference
is available by calling (800) 332-3538 immediately prior to the start of the
news conference.
5
<PAGE>
UNITED STATES CELLULAR CORPORATION
SUMMARY OF TRANSACTION WITH BELLSOUTH
Total Total
Market Ownership Population
Market Population (1) Percentage (2) Equivalents (3)
------ -------------- -------------- ---------------
Controlling interests to
be acquired
by USM from BellSouth:
Milwaukee, WI 1,461,781 100.00% 1,461,781
Madison, WI 395,348 92.50% 365,697
Appleton, WI 336,444 100.00% 336,444
Rockford, IL 301,182 98.99% 298,140
Green Bay, WI 210,327 99.01% 208,245
Racine, WI 183,433 89.37% 163,934
Janesville, WI 147,650 80.54% 118,917
Kenosha, WI 140,165 100.00% 140,165
Sheboygan, WI 107,986 86.66% 93,581
Wisconsin Rural Service
Area ("RSA") 8 232,864 100.00% 232,864
Wisconsin RSA 9 377,785 100.00% 377,785
Wisconsin RSA 10 128,751 100.00% 128,751
---------------- ------------------
Total controlling
interests to be acquired
by USM from BellSouth 4,023,716 3,926,304
================ ==================
Controlling interests to
be divested by USM to
BellSouth:
Evansville, IN-KY 320,894 100.00% 320,894
Ownesboro, KY 90,844 100.00% 90,844
Indiana RSA 7 222,367 100.00% 222,367
Kentucky RSA 1 187,931 100.00% 187,931
Kentucky RSA 2 127,471 100.00% 127,471
Kentucky RSA 3 311,448 100.00% 311,448
Kentucky RSA 9 203,596 100.00% 203,596
Kentucky RSA 10 153,020 100.00% 153,020
Kentucky RSA 11 170,660 100.00% 170,660
Tennessee RSA 6* 156,333 100.00% 156,333
---------------- ------------------
Total controlling
interests to be divested
by USM to BellSouth 1,944,564 1,944,564
================ ------------------
Investments interests to
be divested by USM to
BellSouth:
Nashville, TN* 1,090,914 49.00% 534,548
Clarksville, TN-KY* 191,450 49.00% 93,811
Baton Rouge, LA* 565,377 49.99% 282,632
Biloxi, MS* 229,730 49.00% 112,568
Pascagoula, MS* 126,963 49.00% 62,212
Huntsville, AL* 399,661 12.25% 48,958
Georgia RSA 1* 211,600 26.28% 55,608
Georgia RSA 2B1* 148,871 25.00% 37,218
Tennessee RSA 1B1* 63,914 18.38% 11,747
Tennessee RSA 1B4* 78,701 49.00% 38,563
Tennessee RSA 5B1* 163,408 18.38% 30,034
Tennessee RSA 5B3* 89,386 49.00% 43,799
Tennessee RSA 9* 66,205 49.00% 32,440
------------------
Total investment interests to be divested by
USM to BellSouth 1,384,138
------------------
Total Interests to be divested by USM to BellSouth 3,328,702
==================
(1) Based on 1995 Donnelley Marketing Service estimates.
(2) Ownership percentage as specified in the definitive agreement
(3) Calculated by multiplying the "Total Market Population" amount by the
"Ownership Percentage" amount.
* Indicates wireline market.
6
<PAGE>
