<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. _________)
----------------
UNITED STATES CELLULAR CORPORATION
(Name of Subject Company (Issuer))
UNITED STATES CELLULAR CORPORATION
(Name of Filing Person (Issuer))
----------------
LIQUID YIELD OPTION NOTES DUE 2015
(Title of Class of Securities)
----------------
911684 AA 6
(CUSIP Number of Class of Securities)
----------------
Kenneth R. Meyers Copy to:
Executive Vice President - Finance Michael G. Hron, Esq.
United States Cellular Corporation Sidley & Austin
8410 West Bryn Mawr Bank One Plaza
Suite 700 10 South Dearborn Street
Chicago, Illinois 60631 Chicago, Illinois 60603
(773) 399-8900 (312) 853-7000
(Name, address and telephone number of persons authorized to
receive notices and communications on behalf of bidders)
----------------
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
- - - - - - - - --------------------------------------------------------------------------------
$290,243,247 $58,049
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* For the purpose of calculating the fee only, this amount represents the
value of all outstanding LYONs based on the Offer Consideration of $411.99
per $1,000 principal amount (704,491 LYONs x $411.99).
/ / Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: Filing Party:
Form or Registration No.: Date Filed:
================================================================================
/ / Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
/ / third-party tender offer subject to Rule 14d-1.
/X/ Issuer tender offer subject to Rule 13e-4.
/ / going-private transaction subject to Rule 13e-3.
/ / amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: / /
<PAGE>
INTRODUCTORY STATEMENT
This Schedule TO relates to an offer ("Offer") by United States
Cellular Corporation (the "Issuer") to purchase for cash, on the terms and
subject to the conditions set forth in the attached Offer to Purchase and
Company Notice dated May 15, 2000 (the "Offer to Purchase"), and the related
Letter of Transmittal and Purchase Notice ("Letter of Transmittal"), any or all
of its outstanding Liquid Yield Option Notes due 2015 (the "LYONs"). The Issuer
is required to make the Offer as of June 15, 2000 pursuant to the terms of the
Indenture under which the LYONs were issued.
ITEM 1. SUMMARY TERM SHEET.
The information set forth in the section of the Offer to Purchase
entitled "Summary Term Sheet" is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The name of the Issuer of the LYONs is United States Cellular
Corporation. The Issuer is offering to purchase the LYONs. The address of the
principal executive offices of the Issuer is 8410 West Bryn Mawr, Suite 700,
Chicago, Illinois. Its telephone number is (773) 399-8900. The information set
forth in Section 5 ("Certain Information Concerning the Offeror") of the Offer
to Purchase is incorporated herein by reference.
(b) This Statement on Schedule TO relates to the offer by the Issuer to
purchase all LYONs that remain outstanding. The information set forth in Section
7 ("Description of LYONs and Related Matters") of the Offer to Purchase is
incorporated herein by reference.
(c) The information set forth in Section 6 ("Price Range of LYONs and
Common Shares; Dividends on Common Shares") of the Offer to Purchase is
incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
The information set forth in Item 2 above and Section 5 ("Certain
Information Concerning the Offeror") of the Offer to Purchase is incorporated
herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a)(1)(i) - (iii), (v)-(viii), (xii) The information set forth in the
Summary Term Sheet, Section 1 ("Introduction"), Section 2 ("Terms of the
Offer"), Section 8 ("Acceptance of LYONs for Payment"), Section 10 ("Procedures
for Tendering LYONs"), Section 11 ("Withdrawal of Tenders") and Section 14
("Certain United States Federal Income Tax Consequences") of the Offer to
Purchase is incorporated herein by reference.
(a)(1)(iv), (ix) - (xi) Not applicable.
(a)(2) Not applicable.
(b) To the best knowledge of the Issuer, it will not purchase any LYONs
from any of its officers, directors or affiliates.
<PAGE>
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
The information set forth in Section 7 ("Description of LYONs and
Related Matters") of the Offer to Purchase is incorporated herein by reference.
ITEM 6. PURPOSE OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a) The information set forth in Section 4 ("Purpose of the Offer") is
incorporated herein by reference.
(b) Any LYONs submitted for purchase will be cancelled and retired.
(c) Not applicable.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in Section 12 ("Source and Amount of
Funds") of the Offer to Purchase is incorporated herein by reference.
(b) Not applicable.
(d) The information set forth in Section 12 ("Source and Amount of
Funds") of the Offer to Purchase is incorporated herein by reference.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) To the best knowledge of the Issuer, except as disclosed in the
Offer to Purchase, no LYONs are beneficially owned by any person whose ownership
would be required to be disclosed by this item.
(b) To the best knowledge of the Issuer, except as disclosed in the
Offer to Purchase, none of the persons referenced in this item have engaged in
any transactions in LYONs during the 60 days preceding the date of this
Schedule.
ITEM 9. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) No persons directly or indirectly are being employed, retained or
compensated to make solicitations or recommendations in connection with the
Offer. The Information Agent and Depositary are providing only administrative
services.
ITEM 10. FINANCIAL STATEMENTS.
(a) The Issuer does not believe it is required to include such
information due to the fact that such information is not material because, among
other reasons, the consideration offered consists solely of cash, the offer is
not subject to any financing condition, the Offeror is a public reporting
company that files reports electronically under EDGAR and the Offer is for all
outstanding LYONs. Nevertheless, the Issuer has elected to incorporate such
information herein by reference from Exhibit 13 to the Issuer's Annual Report on
Form 10-K for the year ended December 31, 1999 and to the Issuer's Quarterly
Report on Form 10-Q for the quarter ended March 31, 2000.
2
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(b) Not applicable.
ITEM 11. ADDITIONAL INFORMATION.
None.
ITEM 12. EXHIBITS.
(a)(1) Offer to Purchase and Company Notice, dated May 15, 2000.
(a)(2) Form of Letter of Transmittal and Purchase Notice, including
taxpayer I.D. guidelines.
(a)(3) Transmittal Notice dated May 15, 2000.
(a)(4) Press Release issued by the Issuer on May 15, 2000.
(b)(1) $500,000,000 Revolving Credit Agreement dated as of August 29,
1997, as amended as of September 25, 1997, among the Issuer, as borrower, the
financial institutions named therein, BankBoston, N.A. and Toronto Dominion
(Texas), Inc., is hereby incorporated by reference to the Issuer's Form 10-Q for
the quarter ended dated September 30, 1997.
(b)(1) Amendment to $500,000,000 Revolving Credit Agreement dated as
of September 25, 1997, among the Issuer, as borrower, the financial
institutions named therein, BankBoston, N.A. and Toronto Dominion (Texas),
Inc., is hereby incorporated by reference to the Issuer's Form 10-Q for the
quarter ended March 31, 2000.
(c) Not applicable.
(d)(1) Indenture dated June 1, 1995 between registrant and Harris Trust
and Savings Bank, as Trustee, relating to the LYONs, including Form of
Certificate for Liquid Yield Option Note, is hereby incorporated by reference to
the Issuer's Form 8-K dated June 16, 1995.
(d)(2) Securities Loan Agreement, dated June 31, 1995, between
Telephone and Data Systems, Inc. ("TDS") and Merrill Lynch & Co. is hereby
incorporated by reference to Exhibit 99.1 to the Issuer's Form 8-K dated June
16, 1995.
(d)(3)Common Share Delivery Arrangement Agreement among TDS, Merrill
Lynch & Co., Inc. and Issuer is hereby incorporated by reference to Exhibit 99.3
to the Issuer's Form 8-K dated June 16, 1995.
(g) None.
(h) None.
3
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: May 15, 2000
UNITED STATES CELLULAR CORPORATION
By: /S/ KENNETH R. MEYERS
------------------------------------------------
Name: Kenneth R. Meyers
Title: Executive Vice President - Finance,
Chief Financial Officer and Treasurer
4
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OFFER TO PURCHASE
AND COMPANY NOTICE
UNITED STATES CELLULAR CORPORATION
Offers to Purchase for Cash
All of the Outstanding
Liquid Yield Option-TM- Notes Due 2015 ("LYONs-TM-")
(CUSIP No. 911684 AA 6)
of
United States Cellular Corporation
- - - - - - - - --------------------------------------------------------------------------------
THE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 15, 2000, UNLESS
EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED, THE "EXPIRATION
DATE"). IF LYONS ARE ACCEPTED FOR PAYMENT PURSUANT TO THE OFFER, ONLY HOLDERS OF
LYONS WHO VALIDLY TENDER THEIR LYONS PURSUANT TO THE OFFER AT OR PRIOR TO 5:00
P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE WILL RECEIVE THE OFFER
CONSIDERATION. LYONS TENDERED IN THE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO
SUCH DATE AND TIME.
- - - - - - - - --------------------------------------------------------------------------------
United States Cellular Corporation, a Delaware corporation (the "Offeror"),
hereby offers, upon the terms and subject to the conditions set forth in this
Offer to Purchase and Company Notice (as it may be supplemented or amended from
time to time, the "Statement") and in the accompanying Letter of Transmittal and
Purchase Notice (as it may be supplemented or amended from time to time, the
"Letter of Transmittal" and, together with the Statement, the "Offer"), to
purchase for cash at a price of $411.99 per $1,000 principal amount at maturity
all of its outstanding Liquid Yield Option-TM- Notes due 2015 ("LYONs-TM-").
"Liquid Yield Option" and "LYONs" are Trademarks of Merrill Lynch & Co.,
Inc.
THE INFORMATION AGENT FOR THE OFFER IS:
MACKENZIE PARTNERS, INC.
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (Call Collect)
OR
(800) 322-2885 (Toll Free)
May 15, 2000
<PAGE>
TO HOLDERS OF
LIQUID YIELD OPTION NOTES DUE 2015
OF UNITED STATES CELLULAR CORPORATION.
SUMMARY TERM SHEET
The following are answers to some of the questions that you, as a holder of
LYONs, may have. We urge you to read the remainder of this Statement carefully
because the information in this summary term sheet is not complete. Additional
important information is contained in the remainder of this Statement.
- - - - - - - - - WHO IS OFFERING TO BUY MY SECURITIES?
The issuer of the LYONs, United States Cellular Corporation, a Delaware
corporation ("U.S. Cellular" or the "Offeror") is offering to purchase the
securities. See Section 5 -- "Certain Information Concerning the Offeror."
- - - - - - - - - WHAT SECURITIES ARE YOU SEEKING TO PURCHASE IN THE OFFER?
We are offering to purchase all of the outstanding Liquid Yield Option
Notes due June 15, 2015 ("LYONs"). The LYONs were issued under an indenture
dated as of June 1, 1995 (the "Indenture"), between U.S. Cellular and Harris
Trust and Savings Bank, as trustee. The Bank of New York has succeeded Harris
Trust and Savings Bank as trustee (the "Trustee"). See Section 7 -- "Description
of LYONs and Related Matters."
- - - - - - - - - HOW MUCH ARE YOU OFFERING TO PAY AND WHAT IS THE FORM OF PAYMENT?
We are offering to pay $411.99 in cash per each $1,000 principal amount of
LYONs due at maturity. When we refer to a LYON, in the singular, we are
referring to a note representing $1,000 principal amount at maturity. You will
not have to pay any transfer taxes or fees or commissions on this amount. See
Section 2 -- "Terms of the Offer."
- - - - - - - - - WHY ARE YOU OFFERING TO PURCHASE MY SECURITIES?
We are required to offer to purchase the LYONs as of June 15, 2000 pursuant
to the Indenture and the terms of the LYONs certificate. See Section 4 --
"Purpose of the Offer."
- - - - - - - - - DO YOU HAVE THE FINANCIAL RESOURCES TO MAKE PAYMENT?
We have sufficient existing funds and borrowing sources to permit us to
repurchase the LYONs. See Section 12 -- "Source and Amount of Funds."
- - - - - - - - - HOW LONG DO I HAVE TO TENDER IN THE OFFER?
You have until 5:00 p.m., New York City time, on June 15, 2000, to tender
your LYONs in the offer. See Section 2 -- "Terms of the Offer."
- - - - - - - - - ARE THERE ANY CONDITIONS TO THE OFFER?
We will not be required to accept the LYONs for payment if we would be
prohibited from doing so by any order, statute, rule, regulation, executive
order, stay, decree, judgment or injunction. See Section 13 -- "Conditions of
the Offer."
- - - - - - - - - HOW DO I TENDER MY LYONS?
To tender LYONs, you must deliver the certificates representing your LYONs
together with a completed Letter of Transmittal, to The Bank of New York not
later than 5:00 p.m. New York City time
-i-
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on June 15, 2000. A beneficial owner whose LYONs are held by a broker, dealer,
commercial bank, trust company or other nominee must contact such nominee if
such beneficial owner desires to tender such LYONs. DTC participants may, in
lieu of delivering the Letter of Transmittal, transmit their acceptance to DTC
through ATOP. See Section 10 -- "Procedures for Tendering LYONs."
- - - - - - - - - UNTIL WHAT TIME CAN I WITHDRAW PREVIOUSLY TENDERED LYONS?
You can withdraw previously tendered LYONs at any time until 5:00 p.m., New
York City time, on June 15, 2000. See Section 11 -- "Withdrawal of Tenders."
- - - - - - - - - HOW DO I WITHDRAW PREVIOUSLY TENDERED LYONS?
To withdraw LYONs, you must deliver a written notice of withdrawal, or a
facsimile of one, with the required information to the depositary while you
still have the right to withdraw the LYONs. See Section 11 -- "Withdrawal of
Tenders."
- - - - - - - - - IF I TENDER, WHEN WILL I RECEIVE PAYMENT FOR THE LYONS?
Payments to tendering holders will be made promptly after our acceptance of
the tender offer, which is expected to be on June 16, 2000. See Section 2 --
"Terms of the Offer."
- - - - - - - - - IF I DO NOT TENDER, WILL I CONTINUE TO BE ABLE TO EXERCISE MY CONVERSION
RIGHTS?
Yes. Provided that you do not submit your LYONs for purchase, your
conversion rights will not be affected. You may convert each LYON into 9.475
Common Shares. See Section 7 -- "Description of LYONs and Related Matters."
- - - - - - - - - WHAT IS THE MARKET VALUE OF MY LYONS?
On May 10, 2000, the last reported bid price for a LYON on the American
Stock Exchange was $613.50 per LYON. Based on the closing price of our Common
Shares on May 10, 2000 of $63.56 per share, LYONs could be converted into Common
Shares having a value of $602.23 per $1,000 principal amount at maturity. WE
RECOMMEND THAT YOU OBTAIN A RECENT QUOTATION FOR LYONS BEFORE DECIDING WHETHER
TO TENDER YOUR LYONS. See Section 3 -- "Special Considerations Relating to the
Offer" and Section 6 -- "Price Range of LYONs and Common Shares; Dividends on
Common Shares."
- - - - - - - - - ARE THERE ANY OTHER SPECIAL FACTORS THAT I SHOULD CONSIDER BEFORE TENDERING?
Yes. See Section 3 -- "Special Considerations Relating to the Offer" for a
discussion of certain factors that you should consider in evaluating the Offer.
- - - - - - - - - WHAT ARE THE TAX CONSEQUENCES TO ME IF I TENDER?
The receipt of cash in exchange for LYONs pursuant to the Offer will be a
taxable transaction to you for federal income tax purposes. You will generally
recognize capital gain or loss on the sale of a LYON in an amount equal to the
difference between (i) the amount of cash received for the LYON, and (ii) your
"adjusted tax basis" for the LYON at the time of the sale. The capital gain or
loss will be long-term if you held the LYON for more than one year at the time
of the sale. An exception to this capital gain treatment may apply to you if you
purchased a LYON at a "market discount." See Section 14 -- "Certain United
States Federal Income Tax Consequences." This Statement includes only a summary
of the possible tax consequences to you. You should consult with your own tax
advisor regarding the actual tax consequences to you.
- - - - - - - - - WHO CAN I TALK TO IF I HAVE QUESTIONS?
You can call the Information Agent, MacKenzie Partners, Inc. at (212)
929-5500 (call collect) or (800) 322-2885 (toll free). Beneficial owners may
also contact their brokers, dealers, commercial banks, trust companies or
other nominees through which they hold the LYONs with questions and requests
for assistance.
-ii-
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
------
<S> <C>
Section 1. INTRODUCTION..........................................................................................1
Section 2. TERMS OF THE OFFER....................................................................................4
Section 3. SPECIAL CONSIDERATIONS RELATING TO THE OFFER..........................................................5
Section 4. PURPOSE OF THE OFFER..................................................................................5
Section 5. CERTAIN INFORMATION CONCERNING THE OFFEROR............................................................6
Section 6. PRICE RANGE OF LYONS AND COMMON SHARES; DIVIDENDS ON COMMON SHARES....................................7
Section 7. DESCRIPTION OF LYONS AND RELATED MATTERS..............................................................8
Section 8. ACCEPTANCE OF LYONS FOR PAYMENT......................................................................9
Section 9. EXPIRATION, EXTENSION, AMENDMENT OR TERMINATION OF THE OFFER.........................................10
Section 10. PROCEDURES FOR TENDERING LYONS.......................................................................11
Section 11. WITHDRAWAL OF TENDERS................................................................................13
Section 12. SOURCE AND AMOUNT OF FUNDS...........................................................................14
Section 13. CONDITIONS OF THE OFFER..............................................................................14
Section 14. CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES................................................14
Section 15. INFORMATION AGENT....................................................................................16
Section 16. DEPOSITARY...........................................................................................16
Section 17. FEES AND EXPENSES....................................................................................16
Section 18. MISCELLANEOUS........................................................................................17
</TABLE>
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SECTION 1. INTRODUCTION.
United States Cellular Corporation, a Delaware corporation ("U.S. Cellular"
or the "Offeror"), is offering, upon the terms and subject to the conditions set
forth in this Offer to Purchase and Company Notice (as it may be supplemented or
amended from time to time, the "Statement") and in the accompanying Letter of
Transmittal and Purchase Notice (as it may be supplemented or amended from time
to time, the "Letter of Transmittal" and, together with the Statement, the
"Offer"), to purchase for cash at a price of $411.99 per $1,000 principal amount
at maturity (the "Offer Consideration") all of its outstanding Liquid Yield
Option Notes due 2015 ("LYONs"). The LYONs were issued under an indenture dated
as of June 1, 1995 (the "Indenture"), between U.S. Cellular and Harris Trust and
Savings Bank, as trustee. The Bank of New York has succeeded Harris Trust and
Savings Bank as trustee (the "Trustee"). The Offer is required pursuant to the
Indenture and the terms of the LYONs certificate.
The Offer will expire at 5:00 p.m., New York City time, on June 15, 2000,
unless extended (such time and date, as the same may be extended, the
"Expiration Date.") If LYONs are accepted for payment pursuant to the Offer,
only holders of LYONs who validly tender their LYONs pursuant to the Offer at or
prior to 5:00 p.m., New York City time, on the Expiration Date will receive the
Offer Consideration. LYONs tendered in the Offer may be withdrawn at any time
prior to such date and time.
In the event that the Offer is withdrawn or otherwise not completed for any
reason, the Offer Consideration will not be paid or become payable to Holders of
LYONs who have tendered their LYONs. In such event, the LYONs will be returned
to the tendering Holders as promptly as practicable.
Subject to applicable securities laws, the Indenture and the terms set
forth in the Offer, the Offeror reserves the right to extend or to terminate the
Offer or otherwise to amend the Offer in any respect. Any extension, amendment
or termination will be followed as promptly as practicable by public
announcement thereof, the announcement in the case of an extension of the Offer
to be issued no later than 9:00 a.m., New York City time, on the next business
day after the previously scheduled Expiration Date. Without limiting the manner
in which any public announcement may be made, the Offeror shall have no
obligation to publish, advertise or otherwise communicate any such public
announcement other than by issuing a release to the Dow Jones News Service.
Subject to applicable securities laws, the Offeror expressly reserves the
absolute right, in its sole discretion, from time to time to purchase any LYONs
that are not tendered or accepted in the Offer, through open market purchases,
privately negotiated transactions, tender offers, exchange offers or otherwise,
upon terms that may or may not differ materially from the terms of the Offer.
THIS STATEMENT AND THE LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION
WHICH SHOULD BE READ BEFORE A DECISION IS MADE WITH RESPECT TO THE OFFER.
U.S. CELLULAR DOES NOT MAKE ANY RECOMMENDATION AS TO WHETHER OR NOT HOLDERS
OF LYONS SHOULD TENDER THEIR LYONS IN RESPONSE TO THE OFFER.
Any Holder desiring to tender LYONs should either (a) in the case of a
Holder who holds physical certificates evidencing such LYONs, complete and sign
the accompanying Letter of Transmittal (or a facsimile thereof) in accordance
with the instructions set forth therein, and send or deliver such manually
signed Letter of Transmittal (or a manually signed facsimile thereof), together
with the certificate(s) evidencing such LYONs and any other required documents,
to The Bank of New York as Depositary (the
<PAGE>
"Depositary"), at the address set forth in the Letter of Transmittal, or (b) in
the case of a Holder who holds LYONs in book-entry form, request such Holder's
broker, dealer, commercial bank, trust company or other nominee to effect the
transaction for such Holder. A beneficial owner who has LYONs registered in the
name of a broker, dealer, commercial bank, trust company or other nominee must
contact such broker, dealer, commercial bank, trust company or other nominee if
such beneficial owner desires to tender LYONs. See Section 10 -- "Procedures for
Tendering LYONs."
The Depository Trust Company ("DTC") has authorized DTC participants that
hold LYONs on behalf of beneficial owners of LYONs through DTC to tender their
LYONs as if they were Holders. To effect a tender, DTC participants may, in lieu
of delivering the Letter of Transmittal, transmit their acceptance to DTC
through the DTC Automated Tender Offer Program ("ATOP") for which the
transaction will be eligible and follow the procedure for book-entry transfer
set forth in Section 10 --"Procedures for Tendering LYONs." A beneficial owner
of LYONs that are held of record by a custodian bank, depositary, broker, trust
company or other nominee must instruct such Holder to tender the LYONs on the
beneficial owner's behalf. See Section 10 -- "Procedures for Tendering LYONs."
Tendering Holders will not be obligated to pay brokerage fees or
commissions of the Offeror, the Information Agent or the Depositary.
No person has been authorized to give any information or make any
representation other than those contained in this Statement or in the Letter of
Transmittal and, if given or made, such information or representation must not
be relied upon as having been authorized by the Offeror, the Information Agent
or the Trustee. The Offer is not being made to Holders in any jurisdiction in
which it is unlawful to make such offer. Neither the delivery of this Statement
and related documents nor any purchase hereunder shall, under any circumstances,
create any implication that the information contained herein is correct as of
any time subsequent to its date or that there has been no change in the
information set forth herein or in any attachments hereto or in the affairs of
the Offeror since the date hereof.
AVAILABLE INFORMATION AND INCORPORATION OF DOCUMENTS BY REFERENCE
U.S. Cellular is subject to the reporting and other informational
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") and, in accordance therewith, files reports, proxy statements and other
information with the Securities and Exchange Commission (the "SEC"). Such
reports, proxy statements and other information can be inspected and copied at
the Public Reference Section of the SEC located at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington D.C. 20549 and at regional public reference
facilities maintained by the SEC located at Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661; and Seven World Trade Center, Suite
1300, New York, New York 10048. Copies of such material can be obtained from the
Public Reference Section of the SEC at prescribed rates. Such material may also
be accessed electronically by means of the SEC's home page on the Internet
(http://www.sec.gov). Such reports and other information concerning U.S.
Cellular may also be inspected and copied at the offices of the American Stock
Exchange, 86 Trinity Place, New York, New York 10006.
U.S. Cellular has filed with the SEC a Tender Offer Statement on Schedule
TO, pursuant to Section 13(e)(4) of the Exchange Act and Rule 13e-4 promulgated
thereunder, furnishing certain information with respect to the Offer. The Tender
Offer Statement on Schedule TO and any amendments thereto, including exhibits,
may be examined and copies may be obtained at the same places and in the same
manner as set forth above (except that they will not be available at the
regional offices of the SEC).
The following documents filed by U.S. Cellular with the SEC are
incorporated herein by reference and shall be deemed to be a part hereof and
constitute an important part of this Statement:
-2-
<PAGE>
1. Annual Report on Form 10-K for the year ended December 31, 1999,
including (i) those portions of U.S. Cellular's Notice of Annual
Meeting and Proxy Statement dated April 18, 2000 that are incorporated
therein and (ii) those portions of U.S. Cellular's Annual Report to
Shareholders for 1999 that are incorporated therein and are attached
thereto as Exhibit 13;
2. Quarterly Report on Form 10-Q for the quarter ended March 31, 2000; and
3. The Prospectus dated August 15, 1996 of U.S. Cellular relating to the
LYONs, which includes a description of the LYONs and the Common Shares
of U.S. Cellular.
All documents and reports filed by U.S. Cellular with the SEC pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Statement and on or prior to the earlier of the Payment Date or termination of
the Offer shall be deemed incorporated herein by reference and shall be deemed
to be a part hereof from the date of filing of such documents and reports. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein, or contained in this Statement, shall be deemed to be modified
or superseded for purposes of this Statement to the extent that a statement
contained herein or in any subsequently filed document or report that also is or
is deemed to be incorporated by reference herein 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 Statement.
The Offeror will provide without charge to each Holder, including any
beneficial holder, to whom this Statement and related documents are delivered,
upon the written or oral request of any such person, a copy of the Indenture
relating to the LYONs and any or all documents that are incorporated herein by
reference (other than exhibits to such documents unless such exhibits are
specifically incorporated by reference into such documents). Such requests
should be directed to:
MacKenzie Partners, Inc.
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (Call Collect)
OR
(800) 322-2885 (Toll Free)
FORWARD-LOOKING STATEMENTS
This Statement contains or incorporates by reference statements that are
not based on historical fact, including those prefaced or qualified by the words
"believes," "anticipates," "intends," "expects" or similar words. These
statements constitute "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933, as amended (the "Securities Act"), Section
21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and
the Private Securities Litigation Reform Act of 1995. All statements other than
statements of historical fact included or incorporated by reference herein are
forward-looking statements. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors that may cause the actual
results, events or developments to be significantly different from any future
results, events or developments expressed or implied by such forward-looking
statements. Important factors that may affect these forward-looking statements
include, but are not limited to: changes in the overall economy; changes in
competition in the markets in which U.S. Cellular operates; advances in
telecommunications technology; changes in the telecommunications regulatory
environment; pending and future litigation; and unanticipated changes in growth
in cellular
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customers, penetration rates, churn rates, roaming rates and the mix of products
and services offered in our markets.
Consequently, all of the forward-looking statements made or incorporated by
reference in this Statement are expressly qualified in their entirety by these
cautionary statements, and there can be no assurance that the actual results or
developments anticipated by the Offeror will be realized or, even if
substantially realized, that they will have the expected consequences to, or
effects on, the Offeror, its business or its operations.
SECTION 2. TERMS OF THE OFFER
Upon the terms and subject to the conditions set forth in this Statement
and in the accompanying Letter of Transmittal (including, if the Offer is
extended or amended, the terms and conditions of any such extension or
amendment), the Offeror is offering to purchase for cash all of the outstanding
LYONs at a price of $411.99 for each $1,000 principal amount at maturity of
LYONs tendered.
Tendering Holders of LYONs purchased in the Offer will not be obligated to
pay brokerage commissions or fees or to pay transfer taxes with respect to the
purchase of their LYONs by the Offeror. The Offeror will pay all charges and
expenses in connection with the Offer.
LYONs may be tendered and will be accepted for purchase only in
denominations of $1,000 principal amount at maturity and integral multiples
thereof. All LYONs validly tendered in accordance with the procedures set forth
in Section 10 -- "Procedures for Tendering LYONs" and not withdrawn in
accordance with the procedures set forth in Section 11 -- "Withdrawal of
Tenders" at or prior to the Expiration Date will, upon the terms and subject to
the conditions of the Offer, be accepted for payment by the Offeror, and payment
will be made therefor on the Payment Date.
All LYONs validly tendered on or prior to 5:00 p.m. on the Expiration Date
and not validly withdrawn will, upon the terms and subject to the conditions
hereof (including the terms and conditions of any extension or amendment
hereto), be accepted for payment by the Offeror on the business day immediately
following the Expiration Date, which is expected to be June 16, 2000 (the
"Acceptance Date"), and payments therefor will be made on a date promptly
thereafter (the "Payment Date"). Each tendering Holder of LYONs whose LYONs are
accepted for payment pursuant to the Offer will receive the same consideration
therefor, per $1,000 principal amount at maturity thereof, as all other Holders
of LYONs whose tenders are accepted.
The Offeror will be obligated to accept for purchase and to pay for the
LYONs validly tendered and not withdrawn pursuant to the Offer.
Subject to applicable securities laws, the Indenture and the terms set
forth in the Offer, the Offeror reserves the right to extend or to terminate the
Offer or otherwise to amend the Offer in any respect.
Any extension, amendment or termination will be followed as promptly as
practicable by public announcement thereof, provided that, in the case of an
extension of the Offer, the announcement will be issued no later than 9:00 a.m.,
New York City time, on the next business day after the previously scheduled
Expiration Date. Without limiting the manner in which any public announcement
may be made, the Offeror shall have no obligation to publish, advertise or
otherwise communicate any such public announcement other than by issuing a
release to the Dow Jones News Service or as otherwise required by law.
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If the Offeror makes a material change in the terms of the Offer or the
information concerning the Offer, the Offeror will disseminate additional Offer
materials and extend such Offer to the extent required by law or the Indenture.
The Offeror makes no recommendation as to whether or not Holders of LYONs
should tender their LYONs pursuant to the Offer.
SECTION 3. SPECIAL CONSIDERATIONS RELATING TO THE OFFER
THE FOLLOWING FACTORS, IN ADDITION TO THE OTHER INFORMATION DESCRIBED
ELSEWHERE HEREIN, SHOULD BE CAREFULLY CONSIDERED BY EACH HOLDER OF LYONS BEFORE
DECIDING WHETHER TO PARTICIPATE IN THE OFFER.
MARKET PRICE AND CONVERSION VALUE OF LYONS. Pursuant to the requirements of
the Indenture, the Offer Consideration is $411.99 per LYON (Issue Price plus
Original Issue Discount through the Purchase Date). This is less than the value
of the Common Shares into which the LYONs may be converted based on recent
trading prices and is less than the recent trading prices of the LYONs.
Accordingly, before tendering any LYONs, Holders of LYONs should consider the
value of the U.S. Cellular Common Shares into which the LYONs may be converted
and the recent trading prices of the LYONs. See Section 6 -- Price Range of
LYONs and Common Shares; Dividends on Common Shares.
Although the LYONs trade on the American Stock Exchange, there is limited
trading activity in the LYONs. Accordingly, Holders of LYONs are urged to
contact their brokers to obtain the best available information as to current bid
prices.
LIMITED TRADING MARKET. The LYONs were issued in 1995 and are listed on the
American Stock Exchange. To the extent that the LYONs are tendered and accepted
in the Offer, any existing trading market for the remaining LYONs will become
more limited. A debt security with a smaller outstanding principal amount
available for trading (a smaller "float") may command a lower price than would a
comparable debt security with a greater float. Consequently, the liquidity,
market value and price volatility of LYONs that remain outstanding may be
materially and adversely affected. In addition, if sufficient LYONs are
tendered, the LYONs could be delisted from the American Stock Exchange. In such
event, Holders of LYONs not accepted for payment in the Offer may attempt to
obtain quotations for their LYONs from their brokers; however, there can be no
assurance that any trading market will exist for the LYONs following
consummation of the Offer. The extent of the public market for the LYONs
following consummation of the Offer would depend upon, among other things, the
remaining outstanding principal amount at maturity of the LYONs at such time,
the number of Holders of LYONs remaining at such time and the interest in
maintaining a market in such LYONs on the part of securities firms.
POSITION OF THE OFFEROR CONCERNING THE OFFER. The Board of Directors of
U.S. Cellular has approved the Offer. However, U.S. Cellular is not making any
recommendations to any Holder of LYONs as to whether to tender or refrain from
tendering all or any portion of such Holder's LYONs. Each Holder must make such
Holder's own decision whether to tender such Holder's LYONs. Holders of LYONs
are urged to review carefully all of the information contained or incorporated
by reference in this Statement.
SECTION 4. PURPOSE OF THE OFFER
The Offer to acquire all of the outstanding LYONs is required pursuant to
Section 3.08 of the Indenture and Section 6 of the LYONs certificate.
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Subject to applicable law, from time to time, the Offeror or its affiliates
may acquire LYONs, whether or not the Offer is consummated, through open market
purchases, privately negotiated transactions, tender offers, exchange offers or
otherwise, upon such terms and at such prices as they may determine, which may
be more or less than the price to be paid pursuant to the Offer and could be for
cash or other consideration. The Board of Directors has authorized management to
opportunistically repurchase LYONs in private transactions. The Company may also
purchase a limited amount of LYONs in open-market transactions from time to
time.
SECTION 5. CERTAIN INFORMATION CONCERNING THE OFFEROR
U.S. Cellular, the nation's eighth largest wireless carrier, provides
wireless service to more than 2.7 million customers in 145 markets and owns
interests in 35 additional markets. The Chicago-based company strives to make
wireless communications simple, personal and affordable for its customers. U.S.
Cellular is listed and traded as USM on the American Stock Exchange.
The address of U.S. Cellular's principal executive offices is 8410 West
Bryn Mawr Avenue, Suite 700, Chicago, Illinois 60631, and its telephone number
is (312) 399-8900.
Information with respect to the current principal occupation and background
of the directors and executive officers is hereby incorporated by reference to
the U.S. Cellular Notice of Annual Meeting and Proxy Statement dated April 18,
2000. The address of each such person is c/o United States Cellular Corporation,
8410 West Bryn Mawr Avenue, Suite 700, Chicago, Illinois 60631. Each of such
persons is a citizen of the United States, except for Paul-Henri Denuit, a
director of U.S. Cellular, who is a citizen of Belgium.
For further information concerning the Offeror, see the documents
incorporated by reference herein as described under "Available Information and
Incorporation of Documents by Reference."
The Offeror is a majority-owned subsidiary of Telephone and Data Systems,
Inc. ("TDS"). As of the date of this Statement, TDS owns over 80% of the
combined total of the outstanding Common Shares and Series A Common Shares of
the Offeror and controls approximately 95% of the combined voting power of both
classes of common stock. TDS also operates local exchange telephone subsidiaries
through its wholly-owned subsidiary, TDS Telecommunications Corporation, and
owns other interests in telecommunications companies. TDS is controlled by a
voting trust pursuant to a voting trust agreement that expires on June 30, 2009
(the "Voting Trust"). Information about the Voting Trust, its trustees and
beneficiaries, TDS and the directors and executive officers of TDS, is hereby
incorporated by reference from the following documents filed with the SEC:
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1. TDS Annual Report on Form 10-K for the year ended December 31,
1999, including those portions of the TDS Notice of Annual
Meeting and Proxy Statement dated April 19, 2000 that are
incorporated by reference therein;
2. TDS Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000; and
3. TDS Schedule 13D with respect to U.S. Cellular (Amendment
No. 13).
SECTION 6. PRICE RANGE OF LYONS AND COMMON SHARES; DIVIDENDS ON COMMON SHARES
The LYONs and the Common Shares are traded on the American Stock Exchange.
The following table sets forth for the periods indicated the reported high and
low sales prices for the LYONs and the Common Shares for the periods indicated.
<TABLE>
<CAPTION>
LYONS COMMON SHARES
------------------------------- -------------------------------
HIGH LOW HIGH LOW
---- --- ---- ---
<S> <C> <C> <C> <C>
Year Ended December 31, 1998:
First Quarter................................ $ 389.90 $ 362.50 $ 34.75 $ 28.06
Second Quarter............................... 389.10 371.90 34.25 28.44
Third Quarter................................ 395.00 375.00 34.94 27.69
Fourth Quarter............................... 422.90 377.20 41.00 28.63
Year Ended December 31, 1999:
First Quarter................................ 471.90 409.40 45.63 37.00
Second Quarter............................... 521.30 461.60 53.50 43.25
Third Quarter................................ 645.00 522.80 68.00 52.56
Fourth Quarter............................... 1,142.50 644.40 125.75 66.32
Year Ended December 31, 2000:
First Quarter ............................... 967.90 554.10 104.00 52.94
Second Quarter (through May 10, 2000)........ 675.00 556.60 72.50 56.00
</TABLE>
According to publicly available sources, the last reported bid price per
LYON was $613.50 on May 10, 2000 and the reported closing price per Common Share
was $63.56 on May 10, 2000. WE URGE LYONS HOLDERS TO OBTAIN CURRENT MARKET
QUOTATIONS FOR THE LYONS AND THE COMMON SHARES.
U.S. Cellular has not declared or paid any cash dividends on the Common
Shares and has no current intention to do so in the future.
The Board of Directors has authorized management to opportunistically
repurchase LYONs in private transactions. Pursuant to this authorization, U.S.
Cellular repurchased 25,817 LYONs, at a price of $638.50 per LYON, in a private
transaction with an institutional holder on May 8, 2000. The Company may also
purchase a limited amount of LYONs in open-market transactions from time to
time.
In March 2000, the Board of Directors authorized the repurchase of up to
1.4 million Common Shares. A total of 1.4 million Common Shares was repurchased
under this program as of May 2000. In May 2000, the Board of Directors
authorized the repurchase of an additional 1.4 million Common Shares. The Board
of Directors also previously authorized a program to repurchase a limited amount
of shares on a quarterly basis, primarily for use in employee benefit plans.
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The debt rating on U.S. Cellular's subordinated debt has been recently
upgraded, as follows: On April 20, 2000, Moody's Investors Services upgraded the
subordinated debt from Baa3 to Baa1; on May 9, 2000, Duff & Phelps Credit Rating
Co. upgraded the subordinated debt from BBB+ to A; and on May 10, 2000, Standard
& Poor's Rating Services upgraded the subordinated debt from BBB- to BBB+.
SECTION 7. DESCRIPTION OF LYONS AND RELATED MATTERS
U.S. Cellular issued $745,000,000 in principal amount at maturity of LYONs
on June 13, 1995. As of May 10, 2000, $704,491,000 in principal amount at
maturity of LYONs was outstanding. The LYONs are unsecured obligations of U.S.
Cellular and are subordinated to all existing and future Senior Indebtedness of
U.S. Cellular.
The Issue Price per LYON was $306.46 (30.646% of principal amount at
maturity) and there are no periodic payments of interest on the LYONs. The Issue
Price of each LYON represents a yield to maturity of 6% per annum (computed on a
semi-annual bond equivalent basis) calculated from June 13, 1995.
The LYONs mature on June 15, 2015. The LYONs are subject to optional
redemption by U.S. Cellular on and after June 15, 2000. In the event of
redemption of the LYONs prior to maturity, the amount payable with respect to
each LYON is the amount equal to the Issue Price per LYON plus the accrued
Original Issue Discount to the date of redemption.
Each LYON is convertible at the option of the Holder at any time on or
prior to maturity, unless previously redeemed or otherwise purchased by U.S.
Cellular. Upon conversion, U.S. Cellular may elect to deliver either (i) Common
Shares at a conversion rate of 9.475 shares per LYON or (ii) cash equal to the
market value of the Common Shares into which the LYONs are convertible. The
Common Shares are currently listed on the American Stock Exchange under the
symbol USM. Upon conversion, the Holder will not receive any cash payment
representing accrued Original Issue Discount; such accrued Original Issue
Discount will be deemed paid by the Common Shares or cash received on
conversion, unless such LYON remains outstanding pursuant to a Common Share
Delivery Arrangement entered into by U.S. Cellular with a Standby Share
Deliverer in respect of such conversion.
In connection with the conversion of any LYON, U.S. Cellular may enter into
a Common Share Delivery Arrangement with a third party Standby Share Deliverer,
currently Merrill Lynch & Co., Inc., whereby, upon the agreement of the Standby
Share Deliverer to so act in connection with such conversion, it will deliver
the Common Shares (and any cash payment in lieu of a fractional Common Share)
deliverable to the Holder upon such conversion, through the conversion agent, in
the same amounts and within the same time periods as if U.S. Cellular were to
deliver the Common Shares. As a result of such a Common Share Delivery
Arrangement, the converted LYON will not be retired or cancelled, but will
remain outstanding with the Standby Share Deliverer becoming the Holder thereof.
The Standby Share Deliverer may resell such LYONs.
TDS and Merrill Lynch are parties to a Securities Loan Agreement which
provides that, subject to certain restrictions, Merrill Lynch may, with the
agreement of TDS, from time to time borrow, return and reborrow from TDS up to
750,000 Common Shares, which number of Common Shares may be reduced from time to
time by TDS. TDS has reduced the number of Common Shares that may be borrowed by
Merrill Lynch to zero. Accordingly, this agreement is no longer operative.
U.S. Cellular is required to purchase LYONs, at the option of the Holder,
as of June 15, 2000 for a purchase price per LYON of $411.99 (Issue Price plus
accrued Original Issue Discount through such
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date). Under the Indenture, U.S. Cellular may also elect to offer to purchase
LYONs, at the option of the Holder, as of June 15, 2005 for a purchase price per
LYON of $553.68 (Issue Price plus accrued Original Issue Discount through such
date). U.S. Cellular has elected not to offer to purchase LYONs as of June 15,
2005.
Under the Indenture, U.S. Cellular, at its option, may elect to pay the
purchase price as of June 15, 2000 in cash, Common Shares or publicly traded
common equity securities (the "TDS Common Equity Securities") of TDS, or any
combination thereof. U.S. Cellular has elected to pay cash.
The LYONs are not redeemable by U.S. Cellular prior to June 15, 2000.
Beginning on June 15, 2000, the LYONs are redeemable for cash at any time at the
option of U.S. Cellular, in whole or in part, at redemption prices equal to the
Issue Price plus accrued Original Issue Discount through the date of redemption.
U.S. Cellular has no current plans or intentions to redeem any LYONs.
The LYONs are currently listed for trading on the American Stock Exchange.
SECTION 8. ACCEPTANCE OF LYONS FOR PAYMENT
Upon the terms and subject to the conditions of the Offer (including, if
the Offer is extended or amended, the terms and conditions of any such extension
or amendment), the Indenture and applicable law, the Offeror will, on the
Payment Date, which shall occur promptly after the Acceptance Date, pay the
Offer Consideration for all LYONs validly tendered and not withdrawn under the
Offer. Such payment will be made by the deposit of the Offer Consideration in
immediately available funds by the Offeror on the Acceptance Date with the
Depositary, which will act as agent for tendering Holders for the purpose of
receiving payment from the Offeror and transmitting such payment to tendering
Holders.
The Offeror expressly reserves the right, in its sole discretion, to delay
acceptance for payment of LYONs tendered under the Offer or the payment for
LYONs accepted for purchase (subject to the requirements of the Indenture and
subject to Rule 14e-1(c) under the Exchange Act, which requires that the Offeror
pay the consideration offered or return the LYONs deposited by or on behalf of
the Holders of LYONs promptly after the termination or withdrawal of the Offer);
or to terminate the Offer, in order to comply, in whole or in part, with any
applicable law. In all cases, payment by the Depositary for LYONs accepted for
purchase pursuant to the Offer to Holders or beneficial owners will be made only
after timely receipt by the Depositary of (i) certificates representing such
LYONs or timely confirmation of a book-entry transfer of such LYONs into the
Depositary's account at DTC pursuant to the procedures set forth under Section
10 -- "Procedures for Tendering LYONs," (ii) a properly completed and duly
executed Letter of Transmittal (or a manually signed facsimile thereof) or a
properly transmitted Agent's Message (as defined herein) and (iii) any other
documents required by the Letter of Transmittal, as applicable.
For purposes of the Offer, the Offeror will be deemed to have accepted for
purchase validly tendered LYONs (or defectively tendered LYONs with respect to
which the Offeror has waived such defect) if, as and when the Offeror gives oral
or written notice thereof to the Depositary. With respect to all LYONs so
accepted, the Offeror will, on the Acceptance Date, deposit the aggregate Offer
Consideration, to the extent payable, in immediately available funds with the
Depositary, which will act as agent for tendering Holders for the purpose of
receiving payments from the Offeror and transmitting such payments to the
tendering Holders. Under no circumstances will there be any further accretion of
the principal amount because of any delay in the transmission of funds to the
Holders of purchased LYONs or otherwise.
Tenders of LYONs pursuant to the Offer will be accepted only in principal
amounts at maturity equal to $1,000 or integral multiples thereof.
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If any tendered LYONs are not accepted for payment for any reason pursuant
to the terms and conditions of the Offer or if certificates are submitted
evidencing more LYONs than are tendered, certificates evidencing unpurchased
LYONs will be returned, without expense, to the tendering Holder (or, in the
case of LYONs tendered by book-entry transfer into the Depositary's account at
the Book-Entry Transfer Facility pursuant to the procedure set forth in Section
10 -- "Procedures for Tendering LYONs - Book Entry Delivery Procedures" below,
such LYONs will be credited to an account maintained at the Book Entry Transfer
Facility designated by the participant therein who so delivered such LYONs), as
promptly as practicable following the Expiration Date or the termination of the
Offer.
The Offeror reserves the right to transfer or assign, in whole at any time
or in part from time to time, to one or more of its affiliates, the right to
purchase LYONs tendered pursuant to the Offer, but any such transfer or
assignment will not relieve the Offeror of its obligations under the Offer or
prejudice the rights of tendering Holders to receive payments for LYONs validly
tendered and accepted for payment pursuant to the Offer.
SECTION 9. EXPIRATION, EXTENSION, AMENDMENT OR TERMINATION OF THE OFFER
The Offer will expire at 5:00 p.m., New York City time, on June 15, 2000,
unless extended (such date and time, as the same may be extended, the
"Expiration Date").
The Offeror expressly reserves the right, at any time or from time to time,
subject to the requirements of the Indenture and applicable law, (i) to extend
the period of time during which the Offer is open and thereby delay acceptance
for payment of, and the payment for, the LYONs, by giving oral or written notice
of such extension to the Depositary and (ii) to amend the Offer in any respect
by giving oral or written notice of such amendment to the Depositary. Any
extension, amendment or termination will be followed as promptly as practicable
by public announcement thereof, such announcement in the case of an extension to
be issued no later than 9:00 a.m., New York City time, on the next business day
after the previously scheduled Expiration Date. Without limiting the manner in
which the Offeror may choose to make any public announcement, the Offeror shall
have no obligation to publish, advertise or otherwise communicate any such
public announcement other than by issuing a release to the Dow Jones News
Service.
If the Offeror extends the Offer, or if, for any reason, the acceptance for
payment of, or the payment for, LYONs is delayed or if the Offeror is unable to
accept for payment or pay for LYONs pursuant to the Offer, then, without
prejudice to the Offeror's rights under the Offer, the Depositary may retain
tendered LYONs on behalf of the Offeror, and such LYONs may not be withdrawn
except to the extent tendering Holders are entitled to withdrawal rights as
described in Section 11 -- "Withdrawal of Tenders." However, the ability of the
Offeror to delay the payment for LYONs which the Offeror has accepted for
payment is limited by the Indenture and by Rule 14e-1(c) under the Exchange Act,
which requires that a bidder pay the consideration offered or return the
securities deposited by or on behalf of holders of securities promptly after the
termination of withdrawal of a tender offer.
If the Offeror makes a material change in the terms of the Offer or the
information concerning such Offer or waives a material condition of such Offer,
the Offeror will disseminate additional tender offer materials and extend such
Offer, in each case to the extent required by law.
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SECTION 10. PROCEDURES FOR TENDERING LYONS
Holders will not be entitled to receive the Offer Consideration unless they
tender their LYONs at or prior to 5:00 p.m., New York City time, on the
Expiration Date.
TENDER OF LYONS. The tender by a Holder of LYONs (and subsequent acceptance
of such tender by the Offeror) pursuant to one of the procedures set forth below
will constitute a binding agreement between such Holder and the Offeror in
accordance with the terms and subject to the conditions set forth herein and in
the Letter of Transmittal.
Only Holders are authorized to tender their LYONs. The Procedures by which
LYONs may be tendered by beneficial owners that are not Holders will depend upon
the manner in which the LYONs are held. Holders may not transfer LYONs in
connection with the tender.
TENDER OF LYONS HELD IN PHYSICAL FORM. To effectively tender LYONs held in
physical form pursuant to the Offer, a properly completed Letter of Transmittal
(or a facsimile thereof) duly executed by the Holder thereof, and any other
documents required by the Letter of Transmittal, must be received by the
Depositary at its address set forth on the back cover of this Statement (or
delivery of LYONs may be effected through the deposit of LYONs with DTC and
making book-entry delivery as set forth below), at or prior to 5:00 p.m., New
York City time, on the Expiration Date. LETTERS OF TRANSMITTAL AND LYONS SHOULD
BE SENT ONLY TO THE DEPOSITARY AND SHOULD NOT BE SENT TO THE OFFEROR OR THE
INFORMATION AGENT.
Any LYONs tendered must be registered in the name of a person that signs
the Letter of Transmittal.
TENDER OF LYONS HELD THROUGH A CUSTODIAN. To effectively tender LYONs that
are held of record by a custodian bank, depositary, broker, trust company or
other nominee, the beneficial owner thereof must instruct such Holder to tender
the LYONs on the beneficial owner's behalf.
TENDER OF LYONS HELD THROUGH DTC. To effectively tender LYONs that are held
through DTC, DTC participants may, in lieu of physically completing and signing
the Letter of Transmittal and delivering it to the Depositary, electronically
transmit their acceptance through the Automated Tender Offer Program ("ATOP")
for which the transaction will be eligible and DTC will then edit and verify the
acceptance and send an Agent's Message (as defined herein) to the Depositary for
its acceptance. Delivery of tendered LYONs must be made to the Depositary
pursuant to the book-entry delivery procedures set forth below or the tendering
DTC participant must comply with the guaranteed delivery procedures set forth
below.
THE METHOD OF DELIVERY OF LYONS, THE RELATED LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC, IS AT THE ELECTION AND
RISK OF THE PERSON TENDERING SUCH LYONS AND DELIVERING SUCH LETTER OF
TRANSMITTAL AND, EXCEPT AS OTHERWISE PROVIDED IN THE LETTER OF TRANSMITTAL,
DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF
SUCH DELIVERY IS BY MAIL, IT IS SUGGESTED THAT THE HOLDER USE PROPERLY INSURED,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, AND THAT THE MAILING BE MADE
SUFFICIENTLY IN ADVANCE OF 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE
TO PERMIT DELIVERY TO THE DEPOSITARY PRIOR TO SUCH DATE.
BOOK-ENTRY DELIVERY PROCEDURES. The Depositary will establish accounts with
respect to the LYONs at DTC for purposes of the Offer within two business days
after the date of this Statement, and any financial institution that is a
participant in DTC may make book-entry delivery of the LYONs by causing DTC to
transfer such LYONs into the Depositary's account at DTC in accordance with
DTC's procedures for such transfer. However, timely book-entry delivery of notes
pursuant to the Offer requires receipt of a
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confirmation (a "Book-Entry Confirmation") at or prior to the Expiration Date.
Although delivery of LYONs may be effected through book-entry transfer into the
Depositary's account at DTC, the Letter of Transmittal (or facsimile thereof),
and any other required documents, must, in any case, be transmitted to and
received by the Depositary at one or more of its addresses set forth on the back
cover of this Statement at or prior to 5:00 p.m., New York City time, on the
Expiration Date to receive payment for tendered LYONs. DELIVERY OF A DOCUMENT TO
DTC DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. Holders desiring to tender
LYONs on the Expiration Date should also note that such Holders must allow
sufficient time for completion of the ATOP procedures during the normal business
hours of DTC on that date. The confirmation of a book-entry transfer into the
Depositary's account at DTC as described above is referred to herein as a
"Book-Entry Confirmation."
The term "Agent's Message" means a message transmitted by DTC to, and
received by, the Depositary and forming a part of the Book-Entry Confirmation,
which states that DTC has received an express acknowledgment from each
participant in DTC tendering the LYONs and that such participants have received
the Letter of Transmittal and agree to be bound by the terms of the Letter of
Transmittal and the Offeror may enforce such agreement against such
participants.
All LYONs tendered must be tendered (i) by a registered Holder of LYONs (or
by a participant in DTC whose name appears on a security position listing as the
owner of such LYONs), or (ii) for the account of a member firm of a registered
national securities exchange, a member of the National Association of Securities
Dealers, Inc. ("NASD") or a commercial bank or trust company having an office or
correspondent in the United States (each of the foregoing being referred to as
an "Eligible Institution"). See Instruction 1 of the Letter of Transmittal.
LYONs must be registered in the name of a person that signs the Letter of
Transmittal. LYONs not accepted for payment or not tendered will not be returned
to any person other than the registered Holder.
Notwithstanding any other provision hereof, payment for LYONs tendered and
accepted for payment pursuant to the Offer will, in all cases, be made only
after receipt by the Depositary of the tendered LYONs (or Book-Entry
Confirmation, including by means of an Agent's Message, of the transfer of such
LYONs into the Depositary's account at DTC as described above), and a Letter of
Transmittal (or facsimile copy thereof) with respect to such LYONs, properly
completed and duly executed, with any other documents required by the Letter of
Transmittal.
BACKUP FEDERAL INCOME TAX WITHHOLDING. To prevent backup federal income tax
withholding, each tendering Holder of LYONs must provide the Depositary with
such Holder's correct taxpayer identification number and certify that such
Holder is not subject to backup federal income tax withholding by completing the
Substitute Form W-9 included in the Letter of Transmittal. See Section 14 --
"Certain United States Federal Income Tax Consequences."
DETERMINATION OF VALIDITY. All questions as to the form of all documents
and the validity, form, eligibility (including time of receipt) and acceptance
of any tendered LYONs pursuant to any of the procedures described above will be
determined by the Offeror, in its sole discretion, whose determination shall be
final and binding. Conditional or contingent tenders will not be considered
valid. The Offeror reserves the absolute right to reject any or all tenders of
LYONs determined by it not to be in proper form or if the acceptance for payment
of, or payment for, such LYONs may, in the opinion of the Offeror, be unlawful.
The Offeror also reserves the absolute right, in its sole discretion, to waive
any defects or irregularities in any tender as to particular LYONs whether or
not similar defects or irregularities are waived in the case of other Holders.
The interpretation of the Offeror of the terms and conditions of the Offer
(including the Letter of Transmittal and the Instructions thereto) will be final
and binding. Any defect or irregularity in connection with tenders of LYONs must
be cured within such time as the Offeror determines, unless waived by the
Offeror. None of the Offeror, the Depositary, the Information Agent,
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<PAGE>
or any other person will be under any duty to give notice of any defects or
irregularities in tenders of LYONs, or will incur any liability to Holders for
failure to give any such notice. If the Offeror waives its right to reject a
defective tender of LYONs, the tendering Holder will be entitled to the
applicable payments.
SECTION 11. WITHDRAWAL OF TENDERS
Tenders of LYONs may be withdrawn at any time prior to 5:00 p.m., New York
City time, on the Expiration Date but not thereafter except as set forth below.
In addition, tenders of LYONs may be validly withdrawn if the Offer is
terminated without any LYONs being purchased thereunder. In the event of a
termination of the Offer, the LYONs tendered pursuant to the Offer will be
promptly returned to the tendering Holder. Tenders of LYONs may also be
withdrawn, if not yet accepted for payment, after the expiration of 40 business
days from the date of this Statement.
For a withdrawal of a tender of LYONs to be effective, a written,
telegraphic or facsimile transmission notice of withdrawal or revocation or a
"Request Message" as defined below must be received by the Depositary at or
prior to 5:00 p.m., New York City time, on the Expiration Date at its address
set forth on the back cover of this Statement. Any notice of withdrawal or
revocation must (i) specify the name of the person who tendered the LYONs to be
withdrawn, (ii) contain a description of the LYONs to be withdrawn, and identify
the certificate number or numbers shown on the particular certificates
evidencing such LYONs (unless such LYONs were tendered by book-entry transfer)
and the aggregate principal amount at maturity represented by such LYONs and
(iii) be signed by the Holder of such LYONs in the same manner as the original
signature on the Letter of Transmittal by which such LYONs were tendered, or be
accompanied by (x) documents of transfer sufficient to have the Trustee register
the transfer of LYONs into the name of the person withdrawing such LYONs and (y)
a properly completed irrevocable proxy that authorizes such person to effect
such withdrawal or revocation on behalf of such Holder. In lieu of submitting a
written, telegraphic or facsimile transmission note of withdrawal or revocation,
DTC participants may electronically transmit a request for withdrawal or
revocation to DTC. DTC will then edit the request and send a Request Message to
the Depositary. The term "Request Message" means a message transmitted by DTC
and received by the Depositary, which states that DTC has received a request for
withdrawal or revocation from a DTC participant and identifies the LYONs to
which such request relates. If the LYONs to be withdrawn have been delivered or
otherwise identified to the Depositary, a timely and properly completed and
presented notice of withdrawal or revocation or a Request Message is effective
immediately upon receipt thereof even if physical release is not yet effected.
Any LYONs properly withdrawn will be deemed to be not validly tendered for
purposes of the Offer. Withdrawn LYONs may be retendered by following one of the
procedures described in Section 10 -- "Procedures for Tendering LYONs," at any
time at or prior to the Expiration Date.
Withdrawal of LYONs can be accomplished only in accordance with the
foregoing procedures.
ALL QUESTIONS AS TO THE FORM AND VALIDITY (INCLUDING TIME OF RECEIPT) OF
NOTICES OF WITHDRAWAL OR REVOCATION, INCLUDING A REQUEST MESSAGE, WILL BE
DETERMINED BY THE OFFEROR, IN ITS SOLE DISCRETION (WHOSE DETERMINATION SHALL BE
FINAL AND BINDING). NONE OF THE OFFEROR, THE DEPOSITARY, THE INFORMATION AGENT,
THE TRUSTEE OR ANY OTHER PERSON WILL BE UNDER ANY DUTY TO GIVE NOTIFICATION OF
ANY DEFECTS OR IRREGULARITIES IN ANY NOTICE OF WITHDRAWAL OR REVOCATION OR
REQUEST MESSAGE OR INCUR ANY LIABILITY FOR FAILURE TO GIVE ANY SUCH
NOTIFICATION.
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<PAGE>
SECTION 12. SOURCE AND AMOUNT OF FUNDS
The total amount of funds required by the Offeror to purchase all of the
LYONs pursuant to the Offer and to pay related fees and expenses is estimated to
be approximately $290,408,000 (assuming 100% of the outstanding principal amount
at maturity of LYONs are tendered and accepted for payment).
Due to the fact that the recent conversion value and trading prices of the
LYONs exceeds the Offer Consideration, the Offeror does not expect that it will
need to finance the repurchase of any LYONs. In the event any LYONs are tendered
and accepted for payment, the Offeror plans to obtain any funds necessary to
purchase any such LYONs using cash on hand and borrowings under its $500,000,000
Revolving Credit Facility. There are no borrowings under this Revolving Credit
Facility at the present time. The terms of this Revolving Credit Facility
provide for borrowings with interest at the London InterBank Offered Rate
(LIBOR) plus 19.5 basis points. Interest and principal are due the last day of
the borrowing period, as selected by U.S. Cellular, of either seven days or one,
two, three or six months. The Offeror has sufficient cash on hand and borrowing
capacity under this facility to repurchase all of the LYONs, if necessary.
Accordingly, the Offer is not conditioned on the obtaining of financing.
It is anticipated that any indebtedness incurred by the Offeror in
connection with the Offer will be repaid from funds generated internally by the
Offeror and its subsidiaries, through additional borrowings, through application
of proceeds of dispositions or through a combination of two or more such
sources. No final decisions have been made concerning the method Offeror will
employ to repay any such indebtedness. Such decisions, when made, will be based
on Offeror's review from time to time of the advisability of particular actions,
as well as on prevailing interest rates and financial and other economic
conditions.
SECTION 13. CONDITIONS OF THE OFFER
Notwithstanding any other provisions of the Offer and in addition to (and
not in limitation of) any rights Offeror may have to extend and/or amend the
Offer, the Offeror shall not be required to accept for payment or pay for, and
may delay the acceptance for payment of, or payment for, any tendered LYONs,
subject to the requirements of the Indenture and Rule 14e-1(c) under the
Exchange Act, and the Offeror may terminate the Offer, if any order, statute,
rule, regulation, executive order, stay, decree, judgment or injunction enacted,
entered, issued, promulgated, enforced or deemed applicable by any court or
governmental, regulatory or administrative agency or instrumentality would
prohibit, prevent, restrict or delay consummation of the Offer.
SECTION 14. CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
The following discussion summarizes certain United States federal income
tax consequences resulting from the sale of the LYONs pursuant to the Offer. It
is provided for general informational purposes only. It is based on the Internal
Revenue Code of 1986, as amended (the "Code"), Treasury Regulations promulgated
thereunder, Internal Revenue Service ("IRS") rulings, and judicial decisions,
all as in effect on the date hereof, and all of which are subject to change,
possibly with retroactive effect. The discussion does not address all of the
federal income tax consequences that may be relevant to a Holder in light of its
particular tax situation or to certain classes of Holders subject to special
treatment under the federal income tax laws, nor does it address any aspect of
gift, estate, state, local or foreign taxation. The tax treatment of a Holder
may vary depending upon its particular circumstances, and certain Holders
(including insurance companies, tax-exempt organizations, financial
institutions, broker-dealers and foreign corporations) may be subject to special
rules not discussed below. The discussion assumes that
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<PAGE>
each Holder is a U.S. Person (as defined below) and that the LYONs are held as
"capital assets" within the meaning of section 1221 of the Code.
As used herein, a U.S. Person means (i) a citizen or resident of the United
States, (ii) a corporation created or organized in or under the laws of the
United States or of any political subdivision thereof, (iii) an estate the
income of which is subject to U.S. federal income taxation regardless of its
source or (iv) a trust if a court within the United States is able to exercise
primary supervision over the administration of the trust and one or more U.S.
persons have the authority to control all substantial decisions of the trust.
EACH HOLDER IS URGED TO CONSULT ITS OWN TAX ADVISOR REGARDING THE TAX
CONSEQUENCES TO IT OF TENDERING OR FAILING TO TENDER LYONS, INCLUDING THE
APPLICATION AND EFFECT OF ANY STATE, LOCAL, FOREIGN OR OTHER TAX LAWS.
SALE OF LYONS PURSUANT TO THE OFFER. The receipt of cash in exchange for
LYONs pursuant to the Offer will be a taxable transaction for federal income tax
purposes. A Holder will generally recognize capital gain (subject to the market
discount rules discussed below) or loss on the sale of a LYON in an amount equal
to the difference between (i) the amount of cash received for the LYON, and (ii)
the Holder's "adjusted tax basis" for the LYON at the time of the sale. The
capital gain or loss will be long-term if the Holder held the LYON for more than
one year at the time of the sale.
Generally, a Holder's adjusted tax basis for a LYON will be equal to the
cost of the LYON to the Holder, increased by the amount of the original issue
discount ("OID") previously included in the Holder's income. (OID generally is
the excess of the stated redemption price at maturity of a LYON over its issue
price and a ratable daily portion thereof must be included in income by a Holder
on a constant yield basis.) In addition, a Holder's adjusted tax basis in a LYON
would be increased by any amount previously included in income pursuant to an
election to include market discount in income currently, and would be decreased
by any acquisition premium which the Holder has previously offset against OID
accruals.
An exception to the capital gain treatment described above may apply to a
Holder who purchased a LYON at a "market discount." The market discount on a
LYON is the excess of the adjusted issue price of the LYON over the Holder's
adjusted tax basis in the LYON immediately after its acquisition by the Holder
(subject to a DE MINIMIS exception pursuant to which market discount is
considered to be zero if it is less than 0.25 of one percent of adjusted issue
price multiplied by the number of complete years to maturity from the date of
acquisition). In general, any gain realized by a Holder on the sale of a LYON
having market discount will be treated as ordinary income to the extent of the
market discount that has accrued (on a straight line basis or, at the election
of the Holder, on a constant yield basis) while such LYON was held by the
Holder, unless the Holder has elected to include market discount in income
currently as it accrues.
INFORMATION REPORTING. Information statements will be provided to the IRS
and the Holders whose LYONs are sold pursuant to the Offer reporting the payment
of the Offer Consideration (except with respect to Holders that are exempt from
the information reporting rules, such as corporations and tax-exempt
organizations).
BACKUP WITHHOLDING AND SUBSTITUTE FORM W-9. Under federal income tax law,
a backup withholding tax equal to 31% of the Offer Consideration will apply if
a Holder who tenders LYONs is not exempt from backup withholding and (i) fails
to furnish such Holder's Taxpayer Identification Number ("TIN") (which, for an
individual, is his or her Social Security Number) to the Depositary (as payor)
in the manner required, (ii) furnishes an incorrect TIN and the payor is so
notified by the IRS, (iii) is notified by the IRS that such Holder has failed
to report repayments of interest and dividends or (iv) in certain
circumstances, fails to certify, under penalties of perjury, that such Holder
has not been notified by the IRS that such
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<PAGE>
Holder is subject to backup withholding. Backup withholding does not apply to
payments made to certain exempt recipients, such as corporations and tax-exempt
organizations. Backup withholding is not an additional tax. Rather, any amounts
withheld from a payment to a Holder under the backup withholding rules are
allowed as a refund or credit against such Holder's federal income tax
liability, provided that the required information is furnished to the IRS. IF
THE DEPOSITARY IS NOT PROVIDED WITH THE CORRECT TIN, THE HOLDER MAY BE SUBJECT
TO A PENALTY IMPOSED BY THE IRS.
To prevent backup withholding, a Holder or other payee that is not an
exempt recipient should complete the Substitute Form W-9 in the Letter of
Transmittal certifying that the TIN provided on such form is correct and that
such Holder or other payee is not subject to backup withholding.
SECTION 15. INFORMATION AGENT
MacKenzie Partners, Inc. has been appointed as Information Agent for the
Offer. Questions and requests for assistance or additional copies of this
Statement, the Letter of Transmittal or any other document may be directed to
the Information Agent at the address and telephone numbers set forth on the back
cover of this Statement. Holders of LYONs may also contact their broker, dealer,
commercial bank or trust company for assistance concerning the Offer.
SECTION 16. DEPOSITARY
The Bank of New York has been appointed as Depositary for the Offer. The
Bank of New York and/or its affiliates may act as depository for and/or have
other customary banking relationships with the Offeror. Letters of Transmittal
and all correspondence in connection with the Offer should be sent or delivered
by each Holder or a beneficial owner's broker, dealer, commercial bank, trust
company or other nominee to the Depositary at the address and telephone number
set forth on the back cover of this Statement. Any Holder or beneficial owner
that has questions concerning tender procedures should contact the Depositary at
the address and telephone number set forth on the back cover of this Statement.
Any Holder or beneficial owner who has questions concerning tender procedures or
whose LYONs have been mutilated, lost, stolen or destroyed should contact the
Depositary at the address and telephone number set forth on the back cover of
this Statement.
SECTION 17. FEES AND EXPENSES
Costs of the Offer will be borne by the Offeror and are estimated to be
approximately $165,000. These costs include primarily legal fees ($75,000), SEC
filing fees ($58,000), printing and shipping costs ($10,000), fees and expenses
of Information Agent, including mailing costs ($20,000), and other costs,
including the fees and expenses of the Depositary and Trustee ($2,000). In
addition to reasonable and customary fees and expenses of the Information Agent,
the Depositary and the Trustee, the Offeror will pay brokerage houses and other
custodians, nominees and fiduciaries the reasonable out-of-pocket expenses
incurred by them in forwarding copies of this Statement, the Letter of
Transmittal and any related documents to the beneficial owners of the LYONs, and
in handling or forwarding Letters of Transmittal for their customers. The
Offeror will not pay any fees or commissions to any broker, dealer or other
person for soliciting tenders of LYONs pursuant to the Offer.
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<PAGE>
SECTION 18. MISCELLANEOUS
The Offeror is not aware of any jurisdiction in which the making of the
Offer is not in compliance with applicable law. If the Offeror becomes aware of
any jurisdiction in which the making of the Offer would not be in compliance
with applicable law, the Offeror will make a good faith effort to comply with
any such law. If, after such good faith effort, the Offeror cannot comply with
any such law, the Offer will not be made to (nor will tenders of LYONs be
accepted from or on behalf of) the owners of LYONs residing in such
jurisdiction.
UNITED STATES CELLULAR CORPORATION
May 15, 2000
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<PAGE>
Copies and manually signed facsimile copies of the Letter of Transmittal
will be accepted. The Letter of Transmittal, certificates for the LYONs and any
other required documents should be sent by each Holder or such Holder's banker,
dealer, commercial bank, trust company or other nominee to the Depositary at one
of the addresses set forth below.
The Depositary for the Offer is:
THE BANK OF NEW YORK
101 Barclay Street
Floor 21 West
New York, New York 10286
Attention: Corporate Trust Administration
BY FACSIMILE FOR ELIGIBLE INSTITUTIONS:
(212) 815-5915
FOR CONFIRMATION AND/OR INFORMATION CALL:
(212) 815-6339
Any questions or requests for assistance or additional copies of this
Statement or the Letter of Transmittal may be directed to the Information Agent
as listed below. Beneficial owners may also contact their broker, dealer,
commercial bank, trust company or other nominee for assistance concerning the
Offer.
The Information Agent for the Offer is:
MACKENZIE PARTNERS, INC.
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (Call Collect)
OR
(800) 322-2885 (Toll Free)
<PAGE>
LETTER OF TRANSMITTAL
AND PURCHASE NOTICE
TO TENDER
LIQUID YIELD OPTION NOTES DUE 2015
(CUSIP NO. 911684 AA 6)
OF
UNITED STATES CELLULAR CORPORATION
PURSUANT TO THE OFFER TO PURCHASE AND COMPANY NOTICE
DATED MAY 15, 2000
- - - - - - - - --------------------------------------------------------------------------------
THE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 15, 2000, UNLESS
EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED, THE "EXPIRATION
DATE"). IF LYONS ARE ACCEPTED FOR PAYMENT PURSUANT TO THE OFFER, ONLY HOLDERS OF
LYONS WHO VALIDLY TENDER THEIR LYONS PURSUANT TO THE OFFER AT OR PRIOR TO 5:00
P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE WILL RECEIVE THE OFFER
CONSIDERATION. LYONS TENDERED IN THE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO
SUCH DATE AND TIME.
- - - - - - - - --------------------------------------------------------------------------------
THE DEPOSITARY FOR THE OFFER IS:
THE BANK OF NEW YORK
101 BARCLAY STREET
FLOOR 21 WEST
NEW YORK, NEW YORK 10286
BY FACSIMILE:
(212) 815-5915
CONFIRM BY TELEPHONE:
(212) 815-6339
Delivery of this Letter of Transmittal to an address, or transmission
via facsimile, other than as set forth above, will not constitute a valid
delivery.
The Information Agent for the Offer is:
MACKENZIE PARTNERS, INC.
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (Call Collect)
OR
(800) 322-2885 (Toll Free)
<PAGE>
The undersigned acknowledges receipt of the Offer to Purchase and
Company Notice (as amended or supplemented from time to time, the "Statement"),
of United States Cellular Corporation, a Delaware corporation (the "Offeror"),
relating to its Liquid Yield Option Notes due 2015 (the "LYONs"), and this
Letter of Transmittal and Purchase Notice and instructions hereto (the "Letter
of Transmittal" and, together with the Statement, the "Offer Documents"), which
together constitute the Offeror's offer (the "Offer") to purchase any and all of
the LYONs, upon the terms and subject to the conditions set forth in the Offer
Documents, from registered holders (the "Holders") of LYONs issued pursuant to
the Indenture dated as of June 1, 1995, as amended and supplemented (the
"Indenture"), between U.S. Cellular and Harris Trust and Savings Bank, as the
Trustee. The Bank of New York has succeeded Harris Trust and Savings Bank as
Trustee. All capitalized terms used but not defined herein shall have the
meanings assigned to such terms in the Statement.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE CHECKING
ANY BOX BELOW.
This Letter of Transmittal is to be used by holders of LYONs (the
"Holders") if: (i) certificates representing such LYONs are to be physically
delivered to The Bank of New York (the "Depositary") herewith by such Holders;
or (ii) tender of such LYONs is to be made by book-entry transfer to the
Depositary's account at The Depository Trust Company ("DTC") (the "Book Entry
Transfer Facility") pursuant to the procedures set forth in the Statement under
the caption "Procedures for Tendering LYONs, Book-Entry Delivery Procedures" by
any financial institution that is a participant in DTC and whose name appears on
a security listing as the owner of LYONs; and, in each case, instructions are
not being transmitted through the DTC Automated Tender Offer Program ("ATOP").
In the event that the Offer is withdrawn or otherwise not completed, the Offer
Consideration will not be paid or become payable to Holders of LYONs who have
validly tendered their LYONs in connection with such Offer. The Offer is made
upon the terms and subject to the conditions set forth in the Statement and
herein. Your bank or broker can assist you in completing this form. The
instructions included with this Letter of Transmittal must be followed.
Questions and requests for assistance or for additional copies of the Offer
Documents may be directed to the Information Agent, whose address and telephone
numbers appear on the front cover of this Letter of Transmittal. See Instruction
9 below.
TAXPAYER IDENTIFICATION NUMBER AND BACKUP WITHHOLDING. Under Federal income tax
law, certain United States Holders whose LYONs are accepted for payment are
required to provide the Depositary (as payer) with such United States Holder's
correct taxpayer identification number ("TIN") on the Substitute Form W-9
(included as part of the Letter of Transmittal). If the United States Holder is
an individual, the TIN is his or her social security number. If the Depositary
is not provided with the correct TIN, the United States Holder may be subject to
a $50 penalty imposed by the IRS. In addition, payments that are made to such
Holder may be subject to backup withholding. Additionally, any United States
Holder who has been notified by the IRS that it has failed to report all
interest and dividends required to be shown on its federal income tax returns
will also be subject to backup withholding. Certain United States Holders
(including, among others, corporations) are not subject to these backup
withholding and reporting requirements. If backup withholding applies, the
Depositary is required to withhold 31% of any payment made to the United States
Holder. Backup withholding is not an additional tax; any amounts so withheld may
be credited against the federal income tax liability of the United States Holder
subject to the withholding. If backup withholding results in an overpayment of
U.S. Federal income taxes, a refund may be obtained from the IRS provided the
required information is furnished. To prevent backup withholding, the United
States Holder or other payee is required to complete the Substitute Form W-9 on
this Letter of Transmittal certifying that the TIN provided on such form is
correct and that such Holder or other payee is not subject to backup
withholding. If the LYONs are held in more than one name or are held not in the
name of an actual owner, consult the enclosed "Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9" for additional guidance
on which number to report.
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TENDER OF NOTES
/ / CHECK HERE IF TENDERED NOTES ARE ENCLOSED HEREWITH.
/ / CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY
TRANSFER FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE
BOOK-ENTRY TRANSFER FACILITY MAY DELIVER NOTES BY BOOK-ENTRY TRANSFER):
Name of Tendering Institution: ________________________________
DTC Account Number: ___________________________________________
Date Tendered: ________________________________________________
Transaction Code Number: ______________________________________
- - - - - - - - --------------------------------------------------------------------------------
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
<TABLE>
<S> <C> <C>
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DESCRIPTION OF LYONS TENDERED
- - - - - - - - --------------------------------------------------------- ------------------------- ----------------------------------
AGGREGATE PRINCIPAL AMOUNT AT
NAME(S) AND ADDRESS(ES) OF HOLDER(S)* MATURITY
(PLEASE FILL IN, IF BLANK) CERTIFICATE NUMBERS** REPRESENTED
- - - - - - - - --------------------------------------------------------- ------------------------- ----------------------------------
------------------------- ----------------------------------
------------------------- ----------------------------------
------------------------- ----------------------------------
------------------------- ----------------------------------
------------------------- ----------------------------------
------------------------- ----------------------------------
------------------------- ----------------------------------
- - - - - - - - --------------------------------------------------------- ------------------------- ----------------------------------
TOTAL PRINCIPAL AMOUNT AT MATURITY TENDERED
- - - - - - - - --------------------------------------------------------- ------------------------- ----------------------------------
* Must agree exactly with the name(s) that appear(s) on the certificate(s) for LYONs and the Trustee's record of
registered holders or, if tendered by a participant in the Book-Entry Transfer Facility, exactly as such
participant's name(s) and address(es) appear(s) on the security position listing of DTC.
** Need not be completed by Holders tendering by book-entry transfer or in accordance with DTC's ATOP procedure
for transfer.
- - - - - - - - ----------------------------------------------------------------------------------------------------------------------
</TABLE>
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<PAGE>
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Offer, the
undersigned hereby tenders to the Offeror the principal amount at maturity of
LYONs indicated above. Subject to, and effective upon, the acceptance for
purchase of, and payment for, the principal amount at maturity of LYONs tendered
with this Letter of Transmittal, the undersigned hereby sells, assigns and
transfers to, or upon the order of, the Offeror all right, title and interest in
and to the LYONs that are being tendered hereby.
The undersigned hereby irrevocably constitutes and appoints the
Depositary the true and lawful agent and attorney-in-fact of the undersigned
(with full knowledge that the Depositary also acts as the agent of the Offeror)
with respect to such LYONs, with full power of substitution (such
power-of-attorney being deemed to be an irrevocable power coupled with an
interest) to (i) present such LYONs and all evidences of transfer and
authenticity to, or transfer ownership of, such LYONs on the account books
maintained by the Book-Entry Transfer Facility to, or upon the order of, the
Offeror, (ii) present such LYONs for transfer of ownership on the books of the
relevant security registrar, and (iii) receive all benefits and otherwise
exercise all rights of beneficial ownership of such LYONs, all in accordance
with the terms of and conditions to the Offer as described in the Statement.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the LYONs tendered
hereby and that when such LYONs are accepted for purchase and payment by the
Offeror, the Offeror will acquire good title thereto, free and clear of all
liens, restrictions, charges and encumbrances and not subject to any adverse
claim or right. The undersigned will, upon request, execute and deliver any
additional documents deemed by the Depositary or by the Offeror to be necessary
or desirable to complete the sale, assignment and transfer of the LYONs tendered
hereby. The undersigned understands that the delivery and surrender of the LYONs
is not effective, and the risk of loss of the LYONs does not pass to the
Depositary, until receipt by the Depositary of this Letter of Transmittal, or a
facsimile hereof, properly completed and duly executed, together with all
accompanying evidences of authority and any other required documents in form
satisfactory to the Offeror. All questions as to the form of all documents and
the validity (including time of receipt) and acceptance of tenders and
withdrawals of LYONs and deliveries will be determined by the Offeror, in its
sole discretion, which determination shall be final and binding.
The undersigned understands that tenders of LYONs may be withdrawn by
written notice of withdrawal received by the Depositary at any time at or prior
to 5:00 p.m., New York City time, on the Expiration Date, but not thereafter,
unless the Offer is terminated. In the event of a termination of the Offer,
LYONs tendered pursuant to the Offer will be returned to the tendering Holder
promptly. The undersigned understands that in order to be valid, a notice of
withdrawal of LYONs must contain the name of the person who tendered the LYONs
and the description of the LYONs to which it relates, the certificate number or
numbers of such LYONs (unless such LYONs were tendered by book-entry transfer),
and the aggregate principal amount at maturity represented by such LYONs, be
signed by the Holder thereof in the same manner as the original signature on
this Letter of Transmittal by which such LYONs were tendered or be accompanied
by (x) documents of transfer sufficient to have the Trustee register the
transfer of LYONs into the name of the person withdrawing such LYONs and (y) a
properly completed irrevocable proxy that authorizes such person to effect such
withdrawal on behalf of such Holder, and be received at or prior to 5:00 p.m.,
New York City time, on the Expiration Date by the Depositary, at the address set
forth on the front cover of this Letter of Transmittal.
The undersigned understands that tenders of LYONs pursuant to any of
the procedures described in the Statement and in the instructions hereto and
acceptance thereof by the Offeror will constitute a binding agreement between
the undersigned and the Offeror upon the terms and subject to the conditions of
the Offer. For purposes of the Offer, the undersigned understands that the
Offeror will be deemed to have accepted for purchase validly tendered LYONs (or
defectively tendered LYONs with respect to
-4-
<PAGE>
which the Offeror has waived such defect), if, as and when the Offeror gives
oral (confirmed in writing) or written notice thereof to the Depositary.
The undersigned understands that, under certain circumstances and
subject to certain conditions of the Offer (which the Offeror may waive in its
sole discretion if permitted by the Indenture and applicable law) as set forth
in the Statement, the Offeror would not be required to accept for purchase any
of the LYONs tendered (including any LYONs tendered after the Expiration Date).
Any LYONs not accepted for purchase will be returned promptly to the undersigned
at the address set forth above (or, in the case of LYONs tendered by book-entry
transfer, such LYONs will be credited to the account maintained at DTC from
which such LYONs were delivered).
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall not be affected by, and shall survive, the death or incapacity
of the undersigned, and every obligation of the undersigned under this Letter of
Transmittal shall be binding upon the undersigned's heirs, personal
representatives, executors, administrators, successors, assigns, trustees in
bankruptcy and other legal representatives.
The undersigned hereby understands and agrees that any LYONs
representing principal amounts at maturity not tendered or not accepted for
purchase will be issued in the name(s) of the undersigned (and in case of LYONs
tendered by book-entry transfer, by credit to the account at the Book-Entry
Transfer Facility) and that any checks for payment of the Offer Consideration
will be issued to the order of, and delivered to, the undersigned. Similarly,
the undersigned hereby understands and agrees that any LYONs representing
principal amounts at maturity not tendered or not accepted for purchase and
checks for payments of the Offer Consideration to be made in connection with the
Offer will be delivered to the undersigned at the address(es) shown above.
<TABLE>
<S><C><C>
- - - - - - - - -------------------------------------------------------------------------------------------------------------------
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING AND CONSENTING HOLDERS OF LYONS
REGARDLESS OF WHETHER LYONS ARE BEING PHYSICALLY DELIVERED HEREWITH)
This Letter of Transmittal must be signed by the registered Holder(s) of LYONs exactly as their name(s)
appear(s) on certificate(s) for LYONs or, if tendered by a participant in the Book-Entry Transfer Facility,
exactly as such participant's name appears on a security position listing as the owner of LYONs, or by person(s)
authorized to become registered Holder(s) by endorsements on certificates for LYONs or by bond powers transmitted
with this Letter of Transmittal. If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set
forth his or her full title below under "Capacity" and submit evidence satisfactory to the Offeror of such
person's authority to so act.
X______________________________________________________________________________________________
X______________________________________________________________________________________________
SIGNATURE(S) OF REGISTERED HOLDER(S) OR AUTHORIZED SIGNATORY
Dated: __________________________
Name(s): ____________________________________________________________________________________
____________________________________________________________________________________
(PLEASE PRINT)
Capacity: ____________________________________________________________________________________
Address: ____________________________________________________________________________________
____________________________________________________________________________________
(INCLUDING ZIP CODE)
Area Code and Telephone No.: ________________________________________________________________
Tax Identification or Social Security No.: ___________________________________________________
PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN
- - - - - - - - -------------------------------------------------------------------------------------------------------------------
</TABLE>
-5-
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND CERTIFICATES FOR LYONS OR
BOOK-ENTRY CONFIRMATIONS. To tender LYONs in the Offer, physical delivery of
certificates for LYONs or a confirmation of any book-entry transfer into the
Depositary's account at the Book-Entry Transfer Facility of LYONs tendered
electronically, as well as a properly completed and duly executed copy or
facsimile of this Letter of Transmittal, and any other documents required by
this Letter of Transmittal, must be received by the Depositary at the address
set forth herein prior to the Expiration Date. Tenders of LYONs in the Offer
will be accepted prior to the Expiration Date in accordance with the procedures
described in the preceding sentence or otherwise in compliance with this Letter
of Transmittal. The method of delivery of LYONs and Letters of Transmittal and
all other required documents, including delivery through DTC and any acceptance
of an Agent's Message transmitted through ATOP, is at the election and risk of
the person tendering such LYONs and delivering such Letters of Transmittal and,
except as otherwise provided in the Letter of Transmittal, delivery will be
deemed made only when actually received by the Depositary. If delivery is by
mail, it is suggested that the Holder use properly insured, registered mail with
return receipt requested, and that the mailing be made sufficiently in advance
of the Expiration Date to permit delivery to the Depositary prior to such date.
No alternative, conditional or contingent tenders of LYONs will be accepted. To
effectively tender LYONs that are held through DTC, DTC participants may, in
lieu of physically completing and signing this Letter of Transmittal and
delivering it to the Depositary, electronically transmit their acceptance
through ATOP, and DTC will then edit and verify the acceptance and send an
Agent's Message to the Depositary for its acceptance. Except as otherwise
provided below, the delivery will be deemed made when the Agent's Message is
actually received or confirmed by the Depositary. THIS LETTER OF TRANSMITTAL AND
THE LYONS SHOULD BE SENT ONLY TO THE DEPOSITARY. DELIVERY OF DOCUMENTS TO DTC
DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
2. WITHDRAWAL OF TENDERS. Tenders of LYONs may be validly withdrawn at
any time at or prior to 5:00 p.m., New York City time, on the Expiration Date
but not thereafter. Tenders of LYONs may be validly withdrawn if the Offer
relating to such LYONs is terminated without any such LYONs being purchased
thereunder. In the event of a termination of the Offer, the LYONs tendered
pursuant to such Offer will be promptly returned to the tendering Holder. For a
withdrawal of a tender of LYONs to be effective, a written, telegraphic or
facsimile transmission notice of withdrawal must be received by the Depositary
at or prior to 5:00 p.m., New York City time, on the Expiration Date, at its
address set forth on the front cover of this Letter of Transmittal. Any such
notice of withdrawal must (i) specify the name of the person who tendered the
LYONs to be withdrawn, (ii) contain the description of the LYONs to be withdrawn
and identify the certificate number or numbers shown on the particular
certificates evidencing such LYONs (unless such LYONs were tendered by
book-entry transfer) and the aggregate principal amount at maturity represented
by such LYONs and (iii) be signed by the Holder of such LYONs in the same manner
as the original signature on the Letter of Transmittal by which such LYONs were
tendered, or be accompanied by (x) documents of transfer sufficient to have the
Trustee register the transfer of the LYONs into the name of the person
withdrawing such LYONs and (y) a properly completed irrevocable proxy that
authorizes such person to effect such withdrawal or revocation on behalf of such
Holder. If the LYONs to be withdrawn have been delivered or otherwise identified
to the Depositary, a signed notice of withdrawal is effective immediately upon
written or facsimile notice of withdrawal even if physical release is not yet
effected. Any LYONs properly withdrawn will be deemed to be not validly tendered
for purposes of the Offer. The withdrawal of a tender of LYONs may also be
effected through a properly transmitted "Request Message" through ATOP, received
by the Depositary at any time prior to 5:00 p.m., New York City time, on the
Expiration Date. Withdrawal of LYONs can be accomplished only in accordance with
the foregoing procedures.
-6-
<PAGE>
3. PARTIAL TENDERS. Tenders of LYONs pursuant to the Offer will be
accepted only in respect of principal amounts at maturity equal to $1,000 or
integral multiples thereof. If less than the entire principal amount at
maturity of any LYON evidenced by a submitted certificate is tendered, the
tendering Holder must fill in the principal amount at maturity tendered in the
last column of the box entitled "Description of LYONs" herein. Unless this is
done, the entire principal amount at maturity represented by the certificates
for all LYONs delivered to the Depositary will be deemed to have been tendered.
If the entire principal amount at maturity of all LYONs is not tendered or not
accepted for purchase, LYONs representing such untendered amount will be sent
(or, if tendered by book-entry transfer, returned by credit to the account at
the Book Entry Transfer Facility designated herein) to the Holder, promptly
after the LYONs are accepted for purchase.
4. SIGNATURES ON THIS LETTER OF TRANSMITTAL. If this Letter of
Transmittal is signed by the registered Holder(s) of the LYONs tendered hereby,
the signature(s) must correspond with the name(s) as written on the face of the
certificate(s) without alteration, enlargement or any change whatsoever. If
this Letter of Transmittal is signed by a participant in the Book-Entry
Transfer Facility whose name is shown as the owner of the LYONs tendered
hereby, the signature must correspond with the name shown on the security
position listing as the owner of the LYONs. If any of the LYONs tendered hereby
are registered in the name of two or more Holders, all such Holders must sign
the Letter of Transmittal. If any tendered LYONs are registered in different
names on several certificates, it will be necessary to complete, sign and
submit as many separate copies of this Letter of Transmittal and any necessary
accompanying documents as there are different names in which LYONs are held. If
this Letter of Transmittal or any LYONs are signed by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations or
others acting in a fiduciary or representative capacity, such persons should so
indicate when signing, and proper evidence satisfactory to the Offeror of their
authority so to act must be submitted with this Letter of Transmittal.
5. TRANSFER TAXES. The Offeror will pay all domestic state transfer
taxes applicable to the purchase and transfer of LYONs pursuant to the Offer,
except in the case of LYONs that are transferred by the registered Holder to
another person prior to or in connection with the Offer. It will not be
necessary for transfer tax stamps to be affixed to the certificates listed in
this Letter of Transmittal.
6. IRREGULARITIES. All questions as to the validity (including time of
receipt) of notices of withdrawal will be determined by the Offeror in the
Offeror's sole discretion (whose determination shall be final and binding).
None of the Offeror, the Depositary, the Information Agent, the Trustee or any
other person will be under any duty to give notification of any defects or
irregularities in any notice of withdrawal of LYONs or incur any liability for
failure to give any such notification.
7. WAIVER OF CONDITIONS. The Offeror expressly reserves the absolute
right, in its sole discretion, to amend or waive any of the conditions to the
Offer in the case of any LYONs tendered, in whole or in part, at any time and
from time to time.
8. MUTILATED, LOST, STOLEN OR DESTROYED CERTIFICATES FOR LYONS. Any
Holder whose certificates for LYONs have been mutilated, lost, stolen or
destroyed should write to or telephone the Depositary at the address or
telephone number set forth in the Statement.
9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for
assistance may be directed to the Information Agent at its address set forth on
the front cover of this Letter of Transmittal or to the tendering Holder's
broker, dealer, commercial bank or trust company. Additional copies of the
Offer Documents may be obtained from the Information Agent.
10. TAXPAYER IDENTIFICATION NUMBER AND BACKUP WITHHOLDING. Please
prepare the attached Substitute W-9. See discussion above.
-7-
<PAGE>
<TABLE>
<S> <C> <C>
- - - - - - - - -----------------------------------------------------------------------------------------------------------------------------
PAYER'S NAME:
- - - - - - - - ----------------------------------- ----------------------------------------- ---------------------------------------------
PART 1 - PLEASE PROVIDE YOUR TIN IN
THE BOX AT THE RIGHT AND CERTIFY BY
SIGNING AND DATING BELOW -----------------------------------
Social Security Number (s)
OR
-----------------------------------
Employer Identification Number
----------------------------------------------------------------------------------------
PART 2 - Certification - Under penalties of perjury, I certify that (1) The number
shown on this form is my correct Taxpayer Identification Number (or I am waiting for
SUBSTITUTE a number to be issued to me); and (2) I am not subject to backup withholding because:
(i) I am exempt from backup withholding, (ii) I have not been notified by the
FORM W-9 Internal Revenue Service (the "IRS") that I am subject to backup withholding as a
result of a failure to report all interest or dividends or (iii) the IRS has notified
me that I am no longer subject to backup withholding.
---------------------------------------------------------- ---------------------------
PAYER'S REQUEST FOR TAXPAYER CERTIFICATION INSTRUCTIONS. You must cross out item (2) PART 3 -
IDENTIFICATION NUMBER ("TIN") in Part 2 above if you have been notified by the IRS Awaiting TIN / /
that you are subject to backup withholding because of
under-reporting interest or dividends on your tax
returns. However, if after being notified by the IRS
that you were subject to backup withholding you
received another notification from the IRS stating
that you are no longer subject to backup withholding,
do not cross out such item (2).
SIGNATURE___________________________ DATE ____________
______________________________________________________
Name (Please Print)
- - - - - - - - ----------------------------------- ---------------------------------------------------------- ---------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU
PURSUANT TO THE OFFERS. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9.
- - - - - - - - -----------------------------------------------------------------------------------------------------------------------------
CERTIFICATE OF PERSON AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either
(a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration office or (b) I intend to mail or deliver an
application to receive a taxpayer identification number to the Depositary. I understand that if I do not provide
such number, 31% of all reportable payments made to me will be withheld, but will be refunded if I provide a
certified taxpayer identification number within 60 days.
- - - - - - - - --------------------------------------------------------------- -----------------------------------------------------
SIGNATURE DATE
- - - - - - - - ---------------------------------------------------------------
NAME (PLEASE PRINT)
- - - - - - - - -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Guidelines for Determining the Proper Identification Number to Give the Payer.
Social Security numbers have nine digits separated by two hyphens: i.e.
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e. 00-0000000. The table below will help determine the number to
give the payer.
<TABLE>
=============================================================== ===========================================================
<S> <C> <C> <C>
Give the SOCIAL SECURITY Give the EMPLOYER
For this type of account: number of: For this type of account: IDENTIFICATION number of:
- - - - - - - - ------------------------------ ---------------------------- ---------------------------- ---------------------------
1. An individual's account The individual. 6. A valid trust estate, The legal entity (Do not
or pension trust furnish the identifying
2. Two or more individuals The individual owner of number of the personal
(joint account) the account or, if representative or trustee
combined funds, the first unless the legal entity
individual on the account(1) itself is not designated
in the account title.) (4)
3. Custodian account of a The minor (2) 7. Corporate account The corporation
minor (Uniform Gift to
Minors Act)
4. a. The usual revocable The grantor-trustee (1) 8. Religious, charitable, The organization
savings trust account or educational
(grantor is also trustee) organization account
b. So-called trust The actual owner(1) 9. Partnership account The partnership
account that is not a
legal or valid trust
under State law
5. Sole proprietorship The owner (3) 10. Association, club or The organization
account other tax-exempt
organization
11. A broker or registered The broker or nominee
nominee
12. Account with the The public entity
Department of
Agriculture in the
name of a public
entity (such as a
State or local
government school
district or prison)
that receives
agricultural program
payments
</TABLE>
(1) List first and circle the name of the person whose number you furnish.
If only one person on a joint account has a social security number,
that person's number must be furnished.
(2) Circle the minor's name and furnish the minor's social security number.
(3) You must show your individual name. You may also enter your business or
"doing business as" name. You may use either your social security
number or, if you have one, your employer identification number.
(4) List first and circle the name of the legal trust, estate or pension
trust.
NOTE: If no name is circled when there is more than one name listed, the
number will be considered to be that of the first name listed.
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2
Obtaining a Number
If you do not have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service (the "IRS") and
apply for a number. You may also obtain Form SS-4 by calling the IRS at
1-800-TAX-FORM.
Payees Exempt From Backup Withholding
Payees specifically exempted from backup withholding on ALL payments include the
following:
* An organization exempt from tax under section 501(a), or an individual
retirement account.
* The United States or any wholly-owned agency or instrumentality thereof.
* A State, the District of Columbia, a possession of the United States or any
political subdivision or wholly-owned agency or instrumentality thereof.
* A foreign government, a political subdivision of a foreign government, or
any wholly-owned agency or instrumentality thereof.
* An international organization or any wholly-owned agency or instrumentality
thereof.
Payees specifically exempted from backup withholding on interest and dividend
payments include the following:
* A corporation.
* A financial institution.
* A dealer in securities or commodities required to registere in the U.S., the
District of Columbia, or a possession of the U.S.
* A real estate investment trust.
* A common trust fund operated by a bank under section 584(a)
* An exempt charitable remainder trust, or a non-exempt trust described in
section 4947.
* An entity registered at all times during the tax year under the Investment
Company Act of 1940.
* A foreign central bank of issue.
* A middleman known in the investment community as a nominee or who is listed
in the most recent publication of the American Society of Corporate
Secretaries, Inc. Nominee List.
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
* Payments to nonresident aliens subject to withholding under section 1441.
* Payments to partnerships not engaged in a trade or business in the U.S. and
which have at least one nonresident partner.
* Payments of patronage dividends not paid in money.
* Payments made by certain foreign organizations.
* Section 404(k) payments made by an ESOP.
Payments of interest not generally subject to backup withholding including the
following:
* Payments of interest on obligations issued by individuals.
Note: You may be subject to backup withholding if this interest is $600 or more
and is paid in the course of the payer's trade or business and you have
not provided your correct taxpayer identification number to the payer.
* Payments of tax-exempt interest (including exempt-interest dividends under
section 852).
* Payments described in section 6049(b)(5) to non-resident aliens.
* Payments on tax-free covenant bonds under section 1451.
* Payments made by certain foreign organizations.
Exempt payees described above should file the Substitute Form W-9 to avoid
possible erroneous backup withholding. FILE THE SUBSTITUTE FORM W-9 WITH THE
PAYER. FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER. CHECK THE BOX MARKED
"EXEMPT" IN PART II OF THE SUBSTITUTE FORM W-9 AND RETURN IT TO THE PAYER.
Certain payments other than dividends that are not subject to information
reporting are also not subject to backup withholding. For details, see sections
6041, 6041A(a), 6045, 6050A, 6050N and the regulations thereunder.
Privacy Act Notice -- Section 6109 requires most recipients of dividend,
interest or other payments to give taxpayer identification numbers to payers who
must report the payments to the IRS. The IRS uses the numbers for identification
purposes and to help verify the accuracy of tax returns. The IRS also may
provide this information to the Department of Justice for civil and criminal
litigation and to cities, states, and the District of Columbia to carry out
their tax laws. Payers must be given the number whether or not recipients are
required to file tax returns. Payers must generally withhold 31% of taxable
interest, dividends and certain other payments to a payee who does not furnish a
taxpayer identification number to a payer. Certain penalties may also apply.
Penalties
(1) Penalty for Failure to Furnish Taxpayer Identification Number. - If you fail
to furnish your taxpayer identification number to a payer, you are subject
to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) Civil Penalty for False Information With Respect to Withholding. - If you
make a false statement with no reasonable basis which results in no
imposition of backup withholding, you are subject to a penalty of $500.
(3) Criminal Penalty for Falsifying Information. - Willfully falsifying
certifications or affirmations may subject you to criminal penalties
including fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.
2
<PAGE>
UNITED STATES CELLULAR CORPORATION
NOTICE OF OFFER TO PURCHASE FOR CASH ANY AND ALL OF ITS
LIQUID YIELD OPTION NOTES DUE 2015
CUSIP NUMBER ISSUE DATE MATURITY DATE
------------ ---------- -------------
911684 AA 6 June 13, 1995 June 15, 2015
This Notice is being delivered in connection with the offer by United
States Cellular Corporation ("U.S. Cellular") to purchase from the holders
thereof any and all of the Liquid Yield Option-TM- Notes due 2015 ("LYONs-TM-")
issued by U.S. Cellular under that certain Indenture dated as of June 1, 1995
(the "Indenture") by and between U.S. Cellular and Harris Trust and Savings
Bank, as trustee. The Bank of New York has succeeded Harris Trust and Savings
Bank as trustee. Enclosed are the following documents.
1. Offer to Purchase and Company Notice dated May 15, 2000 (the
"Statement").
2. Letter of Transmittal and Purchase Notice, for use by Holders in
tendering LYONs pursuant to the Offer, including a separate sheet entitled
Guidelines for Certification of Taxpayer Identification Number on Substitute W-9
("Letter of Transmittal").
The Offer is being made by U.S. Cellular pursuant to the requirements
of Section 3.08(a) of the Indenture and Section 6 of the LYONs certificate,
which require U.S. Cellular to offer to purchase the LYONs as of June 15, 2000
for a price of $411.99 per $1,000 principal amount at maturity (the "Offer
Consideration"). As permitted by the Indenture, U.S. Cellular has elected to pay
the Offer Consideration in cash. Also as permitted by the Indenture, U.S.
Cellular has elected not to become obligated to purchase LYONs as of June 15,
2005.
The Offer will expire at 5:00 p.m. on June 15, 2000, unless extended
(the "Expiration Date").
Each Holder that follows the procedures set forth in the Statement and
Letter of Transmittal will receive a check promptly after the Expiration Date in
an amount equal to $411.99 per $1,000 principal amount at maturity of LYONs
tendered in the Offer. Participants of Depository Trust Company will be able to
execute tenders through its Automated Tender Offer Program ("ATOP").
Holders that do not elect to require U.S. Cellular to purchase their
LYONs will maintain the right to convert their LYONs into Common Shares, par
value $1.00 per share, of U.S. Cellular ("Common Shares") in accordance with and
subject to the terms of the Indenture and the LYONs. The conversion rate of the
LYONs is 9.475 Common Shares per $1,000 principal amount of LYONs. The closing
sale price of a Common Share, as reported by THE WALL STREET JOURNAL, on May 10,
2000 was $63.56.
Reference is made to the Statement and Letter of Transmittal for the
complete terms of the Offer and other information relating to the Offer, which
are incorporated by reference in full herein.
Any questions regarding the Offer should be directed to the Information
Agent, MacKenzie Partners, Inc. at (212) 929-5500 (Collect) or (800) 322-2885
(Toll Free).
Liquid Yield Option and LYONs are Trademarks of Merrill Lynch & Co.,
Inc.
May 15, 2000 UNITED STATES CELLULAR CORPORATION
<PAGE>
Contact: Kenneth R. Meyers, Executive Vice President - Finance
(773) 399-8900 email: [email protected]
FOR RELEASE: IMMEDIATE
UNITED STATES CELLULAR CORPORATION ANNOUNCES COMMENCEMENT
OF TENDER OFFER FOR ITS LIQUID YIELD OPTION NOTES DUE 2015
MAY 15, 2000 - CHICAGO, ILLINOIS - United States Cellular Corporation [AMEX:USM]
announced that it has commenced a tender offer for its Liquid Yield
Option-TM-Notes due 2015 (LYONs-TM-), CUSIP No. 911684 AA6. Pursuant to the
indenture under which the LYONs were issued, U.S. Cellular is required to offer
to purchase the LYONs as of June 15, 2000 at their accreted value of $411.99
per $1,000 principal amount at maturity. As permitted by the Indenture, U.S.
Cellular has elected not to become obligated to Offer to purchase the LYONs at
their accreted value as of June 15, 2005.
The LYONs are convertible into Common Shares of U.S. Cellular at a conversion
rate of 9.475 shares per $1,000 principal amount at maturity. Based on the
closing price of U.S. Cellular Common Shares on May 12, 2000, the LYONs had a
conversion value of $641.34 per $1,000 principal amount at maturity.
Holders that desire to tender their LYONs pursuant to the offer must follow the
procedures described in U.S. Cellular's Offer to Purchase. The tender offer
expires at 5:00 p.m. New York City time on June 15, 2000.
MacKenzie Partners, Inc. will act as Information Agent and Bank of New York will
act as Depositary. Copies of the Offer to Purchase and additional information
concerning the terms of the tender offer may be obtained from MacKenzie
Partners, Inc. at 212-929-5500 or 800-322-2885.
This press release does not constitute an offer to purchase the LYONs. The offer
to purchase is made solely by U.S. Cellular's Offer to Purchase dated May 15,
2000.
"Liquid Yield Option" and "LYONs" are Trademarks of Merrill Lynch & Co., Inc.
Except for the historical and factual information presented, other information
set forth in this news release represents forward-looking statements, including
all statements about the Company's plans, beliefs, estimates and expectations.
These statements are based on current estimates and projections, which involve
certain risks and uncertainties that could cause actual results to differ
materially from those in the forward-looking statements. Important factors that
may affect these forward-looking statements include, but are not limited to:
changes in the
<PAGE>
overall economy; changes in competition in the markets in which U.S. Cellular
operates; advances in telecommunications technology; changes in the
telecommunications regulatory environment; pending and future litigation; and
unanticipated changes in growth in cellular customers, penetration rates, churn
rates, roaming rates and the mix of products and services offered in our
markets. Investors are encouraged to consider these and other risks and
uncertainties that are discussed in documents filed by U.S. Cellular with the
Securities and Exchange Commission ("SEC").
U.S. Cellular, the nation's eighth largest wireless carrier, provides wireless
service to more than 2.7 million customers in 145 markets and owns interests in
35 additional markets. The Chicago-based company strives to make wireless
communications simple, personal and affordable for its customers. U.S. Cellular
is listed and traded as USM on the American Stock Exchange. For more information
about U.S. Cellular, visit the company's web site at: http://www.uscellular.com.
2
