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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 28, 1997
REGISTRATION NO. 333-16265
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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UNITED USN, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 4813 36-3947804
(STATE OR OTHER
JURISDICTION OF
INCORPORATION OR
ORGANIZATION)
(PRIMARY STANDARD INDUSTRIAL CLASSIFICATION CODE NUMBER)
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
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10 SOUTH RIVERSIDE PLAZA,
SUITE 401
CHICAGO, ILLINOIS 60606
(312) 906-3600
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICE)
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THOMAS A. MONSON, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
UNITED USN, INC.
10 SOUTH RIVERSIDE PLAZA, SUITE 401
CHICAGO, ILLINOIS 60606
(312) 906-3600
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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COPY TO:
GARY P. CULLEN, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM (ILLINOIS)
333 WEST WACKER DRIVE
CHICAGO, ILLINOIS 60606
(312) 407-0700
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF SECURITIES TO PUBLIC:
As soon as practicable after the effective date of this Registration
Statement.
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If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [_]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law ("DGCL") empowers a
corporation, subject to certain limitations, to indemnify its directors and
officers against expenses (including attorneys' fees, judgments, fines and
certain settlements) actually and reasonably incurred by them in connection
with any suit or proceeding to which they are a party so long as they acted in
good faith and in a manner reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to a criminal action or
proceeding, so long as they had no reasonable cause to believe their conduct
to have been unlawful. The Registrant's Certificate of Incorporation and By-
laws provide that the Registrant shall indemnify its directors and such
officers, employees and agents as the Board of Directors may determine from
time to time, to the fullest extent permitted by Section 145 of the DGCL. The
Registrant has entered into indemnification agreements with its directors and
certain of its officers, employees and agents, which provide that the
Registrant shall indemnify such parties pursuant to Section 145 of the DGCL.
Section 102 of the DGCL permits a Delaware corporation to include in its
certificate of incorporation a provision eliminating or limiting a director's
liability to a corporation or its stockholders for monetary damages for
breaches of fiduciary duty. The enabling statute provides, however, that
liability for breaches of the duty of loyalty, acts or omissions not in good
faith or involving intentional misconduct, or knowing violation of the law,
and the unlawful purchase or redemption of stock or payment of unlawful
dividends or the receipt of improper personal benefits cannot be eliminated or
limited in this manner. The Registrant's Certificate of Incorporation and By-
laws include a provision which eliminates, to the fullest extent permitted,
director liability for monetary damages for breaches of fiduciary duty.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits:
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EXHIBIT
NUMBER DESCRIPTION
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3.1* Amended and Restated Certificate of Incorporation of the Registrant.
3.2* Certificate of Designations, Powers, Rights and Preferences of 9%
Cumulative Convertible Pay-In-Kind Preferred Stock (the "9% Preferred
Stock") of the Registrant.
3.3* Bylaws of the Registrant.
4.1* Indenture, dated as of September 30, 1996, by and between the
Registrant and Harris Trust and Savings Bank, as Trustee, for the
Registrant's 14% Senior Discount Notes due 2003 (the "Senior Note
Indenture").
4.2* Form of the Registrant's 14% Series B Senior Discount Notes due 2003.
4.3* Registration Rights Agreement dated as of September 30, 1996, by and
among the Registrant and the Initial Purchasers named therein.
4.4* Warrant Agreement, dated as of September 30, 1996, by and between the
Registrant and Harris Trust and Savings Bank, as Warrant Agent.
5.1* Legal Opinion of Skadden, Arps, Slate, Meagher & Flom (Illinois).
10.1* Indenture, dated as of September 30, 1996, by and between the
Registrant and Harris Trust and Savings Bank, as Trustee, for the
Registrant's 9% Convertible Subordinated Discount Notes due 2004.
10.2* Employment Agreement, dated as of July 18, 1996, by and between the
Registrant and J. Thomas Elliott.
10.3* Employment Agreement, dated as of July 18, 1996, by and between the
Registrant and Ronald W. Gavillet.
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EXHIBIT
NUMBER DESCRIPTION
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10.4* Form of Employment Agreement between the Registrant and
certain officers of the Registrant.
10.5* 1994 Stock Option Plan of the Registrant.
10.6* Form of Indemnification Agreement between the Registrant and
certain directors and officers of the Registrant.
10.7* Consulting Agreement, dated January 24, 1995, by and between
the Registrant and Eugene A. Sekulow.
10.8* Promissory Note, dated December 15, 1995, between the
Registrant and J. Thomas Elliott.
10.9* Purchase Agreement, dated as of September 25, 1996, by and
among the Registrant and the purchasers named therein,
relating to the 9% Preferred Stock.
10.10* Purchase Agreement, dated as of April 20, 1994, by and among
the Registrant, CIBC Wood Gundy Ventures, Inc. ("CIBC") and
Chemical Venture Capital Associates ("Chemical").
10.11* Stockholders Agreement, dated as of April 20, 1994, by and
among the Registrant, CIBC, Chemical and the stockholders of
the Registrant listed on a schedule attached thereto (the
"Stockholders").
10.12* Registration Rights Agreement, dated as of April 20, 1994, by
and among the Registrant, CIBC and Chemical.
10.13* First Amendment to Purchase Agreement, dated as of June 10,
1994, by and among the Registrant, CIBC, Chemical and Hancock
Venture Partners IV--Direct Fund, L.P. ("Hancock," and
together with CIBC and Chemical, the "Initial Investors").
10.14* First Amendment to Stockholders Agreement, dated as of June
10, 1994, by and among the Registrant, the Initial Investors
and the Stockholders.
10.15* First Amendment to Registration Rights Agreement, dated as of
June 10, 1994, by and among the Registrant and the Initial
Investors.
10.16* Third Amendment to Purchase Agreement, dated as of November 1,
1994, by and among the Registrant and the Initial Investors.
10.17* Asset Purchase Agreement, dated as of June 13, 1995, by and
among United Telemanagement Services, Inc. ("UTS"), Quest
United, Inc. ("Quest United"), Quest America Management, Inc.
("QAM"), Edward H. Lavin, Jr. ("Lavin"), J. Thomas Elliott
("Elliott") and Quest America, LP ("Quest").
10.18* Fourth Amendment to Purchase Agreement, dated as of June 22,
1995, by and among the Registrant and the Initial Investors.
10.19* Purchase Agreement, dated as of June 22, 1995, by and among
the Registrant, CIBC, Chemical, Hancock, BT Capital Partners,
Inc., Northwood Capital Partners LLC and Northwood Ventures
(collectively, the "Investors").
10.20* Amended and Restated Stockholders Agreement, dated as of June
22, 1995, by and among the Registrant and the Investors.
10.21* Amended and Restated Registration Agreement, dated as of June
22, 1995, by and among the Registrant and the Investors.
10.22* First Amendment to Purchase Agreement, dated as of July 21,
1995, by and among the Registrant, the Investors and
Enterprises & Transcommunications, L.P. (collectively, the
"Original Purchasers").
10.23* Amended and Restated Stockholders Agreement, dated as of July
21, 1995, by and among the Registrant, the Original Purchasers
and the Stockholders.
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EXHIBIT
NUMBER DESCRIPTION
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10.24* Amendment No. 1 to Asset Purchase Agreement, dated as of
October 27, 1995, by and among UTS, Quest United, QAM, Lavin,
Elliott, and Quest.
10.25* Second Amendment to Purchase Agreement, dated as of March 5,
1996, by and among the Registrant and the Original Purchasers.
10.26* Resale Local Exchange Service Agreement, dated July 8, 1996,
by and between New York Telephone Company and UTS.
10.27* Resale Local Exchange Service Confirmation of Service Order,
dated October 31, 1995, by and between the Registrant and
Ameritech Information Industry Services ("Ameritech") on
behalf of Illinois Bell Telephone Company.
10.28* Agreement for Resale Services, dated as of April 26, 1996, by
and between the Registrant and Ameritech on behalf of
Ameritech Michigan.
10.29* Local Exchange Telecommunications Services Resale Agreement,
dated May 21, 1996, by and between the Registrant and
Ameritech on behalf of The Ohio Bell Telephone Company.
12.1* Computation of Earnings to Fixed Charges.
21.1* Subsidiaries of the Registrant.
23.1* Consent of Deloitte & Touche LLP.
23.2* Consent of Skadden, Arps, Slate, Meagher & Flom (Illinois)
(included in its opinion filed as Exhibit 5.1 hereto).
24.1* Powers of Attorney.
25.1* Statement of Eligibility and Qualification on form T-1 under
the Trust Indenture Act of 1939 of Harris Trust and Savings
Bank, as Trustee under the Senior Note Indenture.
99.1* Form of Letter of Transmittal.
99.2* Form of Notice of Guaranteed Delivery.
99.3* Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
99.4* Form of Letter to Clients.
99.5* Guidelines for Certification of Taxpayer Identification Number
on Form W-9.
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+Filed herewith.
*Previously filed as an Exhibit to this Registration Statement on Form S-4
(File No. 333-16265).
(b) Financial Data Schedules
[None.]
[All schedules are omitted because the required information is not present
in amounts sufficient to require submission of the schedule or because the
information required is included in the financial statements or notes
thereto.]
ITEM 22. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement;
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
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(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
change in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby further undertakes:
(4) That insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED, IN THE CITY OF CHICAGO,
STATE OF ILLINOIS ON JANUARY 28, 1997.
UNITED USN, INC.
/s/ J. Thomas Elliott
By: _________________________________
J. Thomas Elliott
President and Chief Executive
Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS ON THE DATES
AND IN THE CAPACITIES INDICATED.
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SIGNATURE TITLE DATE
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/s/ J. Thomas Elliott President, Chief Executive January 28, 1997
____________________________________ Officer and Director
J. Thomas Elliott (Principal Executive
Officer)
Richard J. Brekka* Chairman of the Board January 28, 1997
____________________________________
Richard J. Brekka
Donald J. Hofmann, Jr.* Director January 28, 1997
____________________________________
Donald J. Hofmann, Jr.
Paul S. Lattanzio* Director January 28, 1997
____________________________________
Paul S. Lattanzio
William P. Glasgow* Director January 28, 1997
____________________________________
William P. Glasgow
William A. Johnston* Director January 28, 1997
____________________________________
William A. Johnston
Eugene A. Sekulow* Director January 28, 1997
____________________________________
Eugene A. Sekulow
/s/ Gerald J. Sweas Executive Vice President and January 28, 1997
____________________________________ Chief Financial Officer
Gerald J. Sweas (Principal Financial
Officer and Principal
Accounting Officer)
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/s/ J. Thomas Elliott
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January 28, 1997
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*By____________________________
Attorney-in-fact
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