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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 1)
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UNITED STATES CELLULAR CORPORATION
(Name of Subject Company (Issuer))
UNITED STATES CELLULAR CORPORATION
(Name of Filing Person (Issuer))
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LIQUID YIELD OPTION NOTES DUE 2015
(Title of Class of Securities)
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911684 AA 6
(CUSIP Number of Class of Securities)
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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)
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CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
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$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 as of May 15, 2000 based on the Offer
Consideration of $411.99 per $1,000 principal amount (704,491 LYONs x
$411.99).
** Previously paid.
/ / 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:
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/ / 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: / /
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INTRODUCTORY STATEMENT
This Amendment No. 1 to Schedule TO amends and supplements the Schedule
TO previously filed on May 15, 2000 relating 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 its 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").
This Schedule TO is hereby amended and supplemented by amending Item 4
and adding Item 13 as follows:
ITEM 4. TERMS OF THE TRANSACTION.
The Offer to Purchase is hereby amended by amending the second sentence
of the section captioned "Forward-Looking Statements" under "Section 1.
Introduction" to read as follows:
"These statements constitute "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended (the "Securities Act"),
and Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")."
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
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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: June 2, 2000
UNITED STATES CELLULAR CORPORATION
By: /s/ Kenneth R. Meyers
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Name: Kenneth R. Meyers
Title: Executive Vice President - Finance,
Chief Financial Officer and Treasurer
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