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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. 2)
________________
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)
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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. 2 to Schedule TO amends and supplements the Schedule
TO previously filed on May 15, 2000, as amended on June 2, 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, as amended (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 further amended and supplemented by amending
Item 4 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."
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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 6, 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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