FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 18, 1998
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UNITED STATES CELLULAR CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-9712 62-1147325
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
8410 West Bryn Mawr,Suite 700, Chicago, Illinois 60631
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 399-8900
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
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On December 18, 1998, United States Cellular Corporation ("USM" or the
"Company") announced that the offer it received from its parent company,
Telephone and Data Systems, Inc. ("TDS"), to acquire all of the outstanding
Common Shares of USM not already owned by TDS, has been withdrawn.
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
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Exhibits
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The exhibits accompanying this report are listed in the accompanying
Exhibit Index.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereto duly authorized.
Date: December 23, 1998
United States Cellular Corporation
(Registrant)
By: /s/ John T. Quille
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John T. Quille
Controller
(Principal Accounting Officer)
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<PAGE>
EXHIBIT INDEX
Exhibit Number Description of Exhibit
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99 News Release dated
December 18, 1998
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Exhibit 99
Contact: Mark A. Steinkrauss, Vice President - Corporate Relations at TDS
(312) 630-1900 email: [email protected]
FOR RELEASE: IMMEDIATE
TDS WITHDRAWS TRACKING STOCK OFFER:
TDS WILL NOT ACQUIRE USM SHARES
December 18, 1998, Chicago, Illinois - United States Cellular Corporation
[AMEX:USM] announced that the offer it received from its parent company,
Telephone and Data Systems, Inc. [AMEX:TDS], to acquire all of the outstanding
Common Shares of USM not already owned by TDS, has been withdrawn. Under the TDS
offer, made in December 1997, the public shareholders of USM, who currently own
19% of the common equity of USM, would have exchanged such shares for shares of
tracking stock related to the business of USM. Because the offer to acquire USM
shares has been withdrawn, the Special Committee at USM created to review the
offer will be dissolved.
Headquartered in Chicago, USM manages and invests in cellular systems throughout
the United States. At September 30, 1998, USM owned interests representing
approximately 25.9 million pops, making it the eighth largest cellular telephone
company in the United States based on pops. USM manages operational systems
serving 143 markets.
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