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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(First Amendment to the
Amended and Restated Schedule 13D)*
United States Cellular Corporation
______________________________________________________________
(Name of Issuer)
Common Shares ($1.00 par value)
______________________________________________________________
(Title of Class of Securities)
911684108
______________________________________________________________
(CUSIP Number)
LeRoy T. Carlson, Jr. (312) 630-1900
President and Chief Executive Officer
Telephone and Data Systems, Inc.
30 N. LaSalle Street, Suite 4000, Chicago, Illinois 60602
______________________________________________________________
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 10, 1994(1)
______________________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box .
Check the following box if a fee is being paid with the
statement . (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7).
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however,
see the Notes).
- ------------
(1)This Schedule 13D is being filed on a voluntary basis and
discloses acquisitions which, individually and in the aggregate,
constitute a non-material increase in the percentage of the class
of shares of the Issuer beneficially owned by Telephone and Data
Systems, Inc.
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 911684108 Page 2 of 13 Pages
---------------- --- ----
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Telephone and Data Systems, Inc.
36-2669023
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) x
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Iowa
7 SOLE VOTING POWER 62,369,880 - Includes
NUMBER OF 33,005,877 Series A Common Shares which
SHARES have ten votes per share on all matters and are
BENEFICIALLY convertible on a share-for-share basis into
OWNED BY Common Shares and 29,364,003 Common Shares. See
EACH Item 5 of the Preliminary Statement for further
REPORTING explanation.
PERSON
WITH 8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
Same as 7 above.
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Same as 7 above.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Reporting person
beneficially owns 100% of the Series A Common Shares of the Issuer
and approximately 67.1% of the Common Shares of the Issuer for a
combined total of approximately 81.3% of the Issuer's outstanding
classes of stock and approximately 96.2% of their combined voting
power.**
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
**Based on 43,739,215 Common Shares and 33,005,877 Series A Common Shares
outstanding on March 4, 1994.
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 911674108 Page 3 of 13 Pages
----------------- --- ----
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LeRoy T. Carlson, Jr. Letitia G. Carlson Donald C. Nebergall
###-##-#### ###-##-#### ###-##-####
Walter C.D. Carlson Melanie J. Heald (See Attachment A)
###-##-#### ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER 62,369,880 - Includes
EACH 33,005,877 Series A Common Shares which
REPORTING have ten votes per share on all matters and are
PERSON convertible on a share-for-share basis into
WITH Common Shares and 29,364,004 Common Shares.
See Item 5 of the Preliminary Statement for
further explanation.
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
Same as 8 above.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Same as 8 above.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Reporting person
beneficially owns 100% of the Series A Common Shares of the Issuer
and approximately 67.1% of the Common Shares of the Issuer for a
combined total of approximately 81.3% of the Issuer's outstanding
classes of stock and approximately 96.2% of their combined voting
power.**
14 TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
**Based on 62,369,880 Common Shares and 33,005,877 Series A Common Shares
outstanding on March 4, 1994.
<PAGE>
<PAGE>
ATTACHMENT A TO PAGE 3
Reporting persons are the trustees of a Voting Trust
which holds Series A Common Shares of Telephone and Data
Systems, Inc., which was created to facilitate long-standing
relationships among the trustees' certificate holders. Under
the terms of the Voting Trust, the trustees hold and vote the
Series A Common Shares of Telephone and Data Systems, Inc.,
held in the trust.
<PAGE>
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 4 of 13
Preliminary Statement
----------------------
This Amendment Number 3 to the Amended and Restated
Schedule 13D is being filed pursuant to Section 13(d)(2) of
the Securities Exchange Act of 1934, as amended (the "Act"),
by Telephone and Data Systems, Inc., an Iowa corporation
("TDS"). This Schedule 13D, among other things, discloses, on
a voluntary basis, the acquisition by TDS of shares of
United States Cellular Corporation, a Delaware corporation
(the "Issuer"). Such acquisitions, individually and in the
aggregate, constitute a non-material increase in the percentage
of the class of shares of the Issuer beneficially owned by TDS.
Item 1. Security and Issuer.
-------------------
This statement relates to the Common Shares, $1.00 par
value, of the Issuer. The principal executive office of the
Issuer is located at 8410 West Bryn Mawr, Suite 700, Chicago,
Illinois 60631.
Item 2. Identity and Background.
-----------------------
TDS, and LeRoy T. Carlson, Jr., Walter C.D. Carlson,
Letitia G. Carlson, Melanie J. Heald and Donald C. Nebergall
(the "Voting Trust Trustees"), as trustees of a voting trust
(the "Voting Trust")1, are filing this Schedule 13D
concerning their direct and indirect beneficial ownership in
the Issuer, respectively. The following sets forth Items
2(a) through 2(f) for each person.
Telephone and Data Systems, Inc. The principal business
and office address of TDS, is 30 North LaSalle Street,
Suite 4000, Chicago, Illinois 60602. TDS's principal business
is that of providing diversified telecommunications services.
TDS has established local telephone and developing cellular
telephone and radio paging operations. Information with
respect to the directors and executive officers of TDS is set
forth on Appendices A, B and C attached hereto.
LeRoy T. Carlson, Jr. LeRoy T. Carlson, Jr., is a
United States citizen whose business address is TDS, 30 North
LaSalle Street, Suite 4000, Chicago, Illinois 60602. Mr.
Carlson is one of
________
1 The Voting Trust holds Series A Common Shares of TDS and
was created to facilitate long-standing relationships among
the trustees' certificate holders. Under the terms of the
Voting Trust, the trustees hold and vote the Series A Common
Shares of TDS held in the trust.
<PAGE>
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 5 of 13
five trustees of the Voting Trust. Mr. Carlson's principal
occupation is President, Chief Executive Officer and a Director
of TDS, and Chairman and a Director of the Issuer.
Walter C.D. Carlson. Walter C.D. Carlson is a United
States citizen whose business address is Sidley & Austin, One
First National Plaza, Chicago, Illinois 60603. Mr. Carlson is
one of five trustees of the Voting Trust. Mr. Carlson's
principal occupation is an attorney. Mr. Carlson is a
Director of TDS and of the Issuer.
Letitia G. Carlson. Letitia G. Carlson is a United
States citizen whose business address is 2150 Pennsylvania
Ave., N.W., Washington, D.C., 20037. Ms. Carlson is one of
five trustees of the Voting Trust. Ms. Carlson's principal
occupation is a physician.
Melanie J. Heald. Melanie J. Heald is a United States
citizen whose business address is 7410 Longmeadow Road,
Madison, Wisconsin 53717. Ms. Heald is one of five trustees
of the Voting Trust. Ms. Heald's principal occupation is a
homemaker.
Donald C. Nebergall. Donald C. Nebergall is a United
States citizen whose business address is 2919 Applewood Place
N.E., Cedar Rapids, Iowa 52402. Mr. Nebergall is one of five
trustees of the Voting Trust. Mr. Nebergall's principal
occupation is an Investment Consultant. Mr. Nebergall is a
Director of TDS.
During the last five years, neither TDS, the Voting
Trust, LeRoy T. Carlson, Jr., Walter C.D. Carlson, Letitia G.
Carlson, Melanie J. Heald, Donald C. Nebergall nor any of the
persons named in Appendices A and B hereto have been convicted
in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
During the last five years, neither TDS, the Voting
Trust, LeRoy T. Carlson, Jr., Walter C.D. Carlson, Letitia G.
Carlson, Melanie J. Heald, Donald C. Nebergall nor any of the
persons named in Appendices A and B hereto was a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction, and as a consequence of which any such
person was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
<PAGE>
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 6 of 13
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
As reported previously, the Issuer conducted a Rights Offering
in the fourth quarter of 1993 (the "Rights Offering"), wherein
TDS participated and obtained an aggregate of 4,821,777 Common
Shares of the Issuer. Due to a clerical error by a non-affiliated
third party relating to the allocation of Common Shares
available to TDS pursuant to oversubscription privileges
provided for in the Rights Offering, TDS acquired an
additional 226 Common Shares of the Issuer pursuant to the
exercise of such oversubscription privileges. The implicit
price per share was $33.00, which was the price at which
Common Shares of the Issuer were offered under the terms of
the Rights Offering.
As of January 21, 1994, an aggregate of 1,873 Common
Shares of the Issuer which, individually, constituted a non-
material increase in the percentage of the class of shares beneficially
owned by TDS, were issued to TDS in consideration for the
assignment of TDS's right, title and interest in a minority
interest in an MSA pursuant to an Exchange Agreement dated as
of January 19, 1994. The implicit price per share was
$31.125, which was determined by using the average closing
price for Common Shares of the Issuer on the American Stock
Exchange (the "AMEX") for the five trading days preceding
January 19, 1994.
As of January 31, 1994, an aggregate of 7,813 Common
Shares of the Issuer which, individually, constituted a non-
material increase in the percentage of the class of shares beneficially
owned by TDS, were issued to TDS in consideration for the
assignment of TDS's right, title and interest in a minority
interest in an MSA pursuant to an Exchange Agreement dated as
of January 19, 1994. The implicit price per share was
$28.975, which was determined by using the average closing
price for Common Shares of the Issuer on the AMEX for the five
trading days preceding January 31, 1994.
As of January 31, 1994, an aggregate of 55,213 Common
Shares of the Issuer, which, individually, constituted a non-
material increase in the percentage of the class of shares beneficially
owned by TDS, were issued to TDS upon the conversion of shares
of Preferred Stock of the Issuer held by TDS.
As of January 31, 1994, an aggregate of 20,890 Common
Shares of the Issuer, which, individually, constituted a non-
material increase in the percentage of the class of shares beneficially
owned by TDS, were acquired by TDS upon the redemption of
shares of TDS Preferred Stock by the holders thereof, pursuant
to the acquisition of an RSA which was consummated in 1991.
Pursuant to an Exchange Agreement dated December 30, 1990, TDS had
<PAGE>
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 7 of 13
the right to purchase from the Issuer that number of Common Shares
of the Issuer necessary to redeem and convert the shares of TDS
Preferred Stock in accordance with the terms of redemption and conversion
thereof. The implicit price per share was $30.40, which was determined
by using the average closing price for Common Shares of the Issuer on the
AMEX for the five trading days ending on the fifth business day prior to
January 31, 1994, the redemption date. The 20,890 Common
Shares of the Issuer acquired by TDS were delivered to the
holders of the TDS Preferred Stock following redemption.
As of February 18, 1994, an aggregate of 1,658 Common
Shares of the Issuer which, individually, constituted a non-
material increase in the percentage of the class of shares beneficially
owned by TDS, were issued to TDS in consideration for the
assignment of TDS's right, title and interest in a minority
interest in an MSA pursuant to an Exchange Agreement dated as
of November 10, 1993. The implicit price per share was
$33.95, which was determined by using the average closing
price for Common Shares of the Issuer on the American Stock
Exchange (the "AMEX") for the five trading days preceding
January 4, 1994.
As of March 2, 1994, an aggregate of 225,929 Common
Shares of the Issuer, which, individually, constituted a non-
material increase in the percentage of the class of shares beneficially
owned by TDS, were issued to TDS in consideration for the
assignment of TDS's right, title and interest in an RSA
pursuant to an Exchange Agreement dated as of September 8,
1993. The implicit price per share was $28.20, which was
determined by using the average closing price for Common
Shares of the Issuer on the AMEX for the five trading days
ending three trading days preceding March 2, 1994.
As of March 4, 1994, an aggregate of 85,703 Common
Shares of the Issuer, which, individually, constituted a non-
material increase in the percentage of the class of shares beneficially
owned by TDS, were issued to TDS in consideration for the
assignment of TDS's right, title and interest in an RSA
pursuant to an Exchange Agreement dated as of November 1,
1993. The implicit price per share was $29.09, which was
determined by using the average closing price for Common
Shares of the Issuer on the AMEX for the thirty trading days
ending five trading days preceding March 4, 1994.
All of the acquisitions reported herein, individually and in the
aggregate, constitute a non-material increase in the percentage of
the class of shares of the Issuer beneficially owned by TDS.
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 8 of 13
As of March 4, 1994, TDS is expected to acquire
additional Common Shares of the Issuer pursuant to an Exchange
Agreement. Based on the five day average closing prices of
TDS and the Issuer's Common Shares on March 4, 1994, 754,716
Common Shares of the Issuer would be delivered to TDS. The
number of the Issuer's Common Shares actually delivered to TDS
will be determined immediately prior to the closing of the
respective acquisition. It is expected that the pending
acquisitions discussed in this Item 3 will close on or before
August 4, 1994.
The Issuer has an ongoing acquisition program in
conjunction with TDS, whereby the Issuer will acquire,
directly or indirectly, all or a portion of the capital stock,
partnership interests or assets of, or other interest in,
entities (the "Market Entity Assets") which have received or
may receive a license from
the Federal Communications Commission to provide cellular
telephone service. In some of these acquisitions, TDS may
acquire the Market Entity Assets through the issuance of TDS
shares and thereafter assign such assets to the Issuer in
exchange for the Issuer's shares pursuant to exchange
agreements. Pursuant to these exchange agreements, the Issuer
delivers that number of its shares to TDS having a fair market
value equal to the fair market value of the TDS shares which
are issued in connection with such acquisitions (e.g., the
Issuer will typically deliver that number of the Issuer's
Common Shares to TDS determined by dividing the average
closing price for the Issuer's Common Shares on the AMEX for
the five trading days immediately preceding the date of
delivery of such Common Shares, $1.00 par value, of TDS into
the product of that number of TDS Common Shares delivered by
TDS multiplied by the average closing price of TDS Common
Shares on the AMEX during such period).
Item 4. Purpose of Transaction.
----------------------
See Item 3, Source and Amount of Funds or Other
Consideration, as to the purpose of the transactions reported
herein and with respect to the acquisition program of TDS.
TDS does not have any plans or proposals which relate to
or would result in the disposition of the Issuer's shares, or
in an extraordinary corporate transaction (such as a merger,
reorganization or liquidation or a sale or transfer of a
material amount of assets) involving the Issuer, or in any
change in the board or management of the Issuer or in any
material change in the Issuer's present capitalization or
dividend policy, or in any other material change in the
Issuer's business or corporate structure, or in any change in
the charter or bylaws of the Issuer, or in any other change or
action which is required to be set forth herein.
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 9 of 13
Item 5. Interest in Securities of the Issuer.
------------------------------------
(I) TDS.
---
(a) As of the date hereof, TDS may be deemed to
beneficially own an aggregate of 62,369,880 Common
Shares of the Issuer which is approximately 81.3%
of such shares outstanding. This includes
33,005,877 Series A Common Shares, $1.00 par
value, of the Issuer which have ten votes per
share on all matters and are convertible on
share-for-basis into Common Shares, and 29,364,003
Common Shares.
(b) (i) Sole Power to Vote or Direct the Vote:
-------------------------------------
TDS is the direct beneficial owner of
29,364,003 Common Shares of the Issuer and
33,005,877 Series A Common Shares of the
Issuer representing approximately 81.3% of
all classes of common stock of the Issuer.
The Series A Common Shares have ten votes per
share on all matters and are convertible on a
share-for-share basis into Common Shares.
TDS has sole voting power with respect to an
aggregate of 62,369,880 shares which
represents approximately 96.2% of the
combined voting power of the Common Shares
and the Series A Common Shares.
(ii) Shared Power to Vote or Direct the Vote:
---------------------------------------
See cover page, row 8.
(iii) Sole Power to Dispose or Direct the
Disposition:
-----------
See cover page, row 9.
(iv) Shared Power to Dispose or Direct the
Disposition:
-----------
See cover page, row 10.
(c) To the best of our knowledge, no transactions were
effected during the past sixty days in the Common
Shares of the Issuer by any person
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 10 of 13
listed in Item 2, other than the transfers discussed in
Items 3 and 4 above.
(d) To the best of our knowledge, no other person is
known to have the right of dividends from, or the
proceeds from the sale of the shares of Common
Shares of the Issuer beneficially owned by TDS.
(e) Not Applicable.
(II) Directors and Officers of TDS.
-----------------------------
(a) - (b) See Appendix C attached hereto and
incorporated herein by reference.
(c) Shares acquired pursuant to transactions which
consummated by Directors and Officers of TDS are
set forth in Appendix C attached hereto. To the
best of our knowledge, no transactions were
effected during the past sixty days in the Common
Shares of the Issuer by any person listed in Item
2, other than the transfers discussed in Items 3
and 4 above.
(d) - (e) Not applicable.
(III) The Voting Trust Trustees.
-------------------------
(a) See cover page, row 11.
(b) (i) Sole Power to Vote or Direct the Vote:
-------------------------------------
See cover page, row 7.
(ii) Shared Power to Vote or Direct the Vote:
---------------------------------------
The Voting Trust Trustees are trustees of the
Voting Trust which is the direct beneficial
owner of Series A Common Shares of TDS. The
Voting Trust Trustees hold and vote
6,238,554.9 Series A Common Shares of TDS
held in the Voting Trust, representing
approximately 90.7% of the outstanding
Series A Common Shares of TDS, and
approximately 54.3% of the combined voting
power of the Series A
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 11 of 13
Common Shares and Common Shares.2 Therefore,
the Voting Trust Trustees may direct the majority votes
of the shares of TDS, which in turn is a beneficial
owner of the Issuer (see above discussion
concerning beneficial ownership of the Issuer
by TDS).
(iii) Sole Power to Dispose or Direct the
Disposition:
-----------
See cover page, row 9.
(iv) Shared Power to Dispose or Direct the
Disposition:
-----------
See cover page, row 10.
(c) To the best of our knowledge, no transactions were
effected during the past sixty days in the Common
Shares of the Issuer by any person listed in
Item 2, other than the transfers discussed in
Items 3 and 4.
(d) To the best of our knowledge, no other person is
known to have the right to receive or the power to
direct the receipt of dividends from, or the
proceeds from the sale of, the shares of Common
Shares of the Issuer beneficially owned by TDS.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
------
The Voting Trust holds Series A Common Shares of TDS and
was created to facilitate long-standing relationships among
the trustees' certificate holders. Under the terms of the
Voting Trust, the trustees hold and vote the Series A Common
Shares of TDS held in the trust.
The Voting Trust Trustees hold and vote 6,238,554.9
Series A Common Shares of TDS held in the Voting Trust,
representing 90.7% of the outstanding Series A Common Shares of
---------
2 Based on 46,152,367 Common Shares of TDS and 6,881,001 Series A
Common Shares outstanding on March 4, 1994.
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 12 of 13
TDS, and approximately 54.4% of the combined voting power
of the Series A Common Shares and Common Shares. Therefore,
the Voting Trust Trustees may direct the majority vote of the
shares of TDS which is a beneficial owner of the Issuer.
Item 7. Material to be Filed as Exhibits.
--------------------------------
None.
* * * * * *
<PAGE>
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 13 of 12
SIGNATURE
After reasonable 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 as of March 10, 1994.
TELEPHONE AND DATA SYSTEMS, INC.
/s/ LeRoy T. Carlson, Jr. /s/ LeRoy T. Carlson, Jr.
-------------------------- --------------------------
LeRoy T. Carlson, Jr. LeRoy T. Carlson, Jr.
Title: President and Chief Title: A Trustee of the
Executive Officer Voting Trust
Signature Page of the First Amendment to the
Amended and Restated Schedule 13D relating to the direct and
indirect beneficial ownership in the Common Shares of United
States Cellular Corporation by Telephone and Data Systems,
Inc., and the Voting Trust, respectively.
<PAGE>
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 1 of Appendix A
Appendix A
Directors of TDS
----------------
(I) (a) Name:
----
LeRoy T. Carlson
(b) Business Address:
----------------
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c) Present Principal Occupation or Employment:
------------------------------------------
Chairman of Telephone and Data Systems, Inc.
(d) Citizenship:
-----------
United States
(II) (a) Name:
----
LeRoy T. Carlson, Jr.
(b) Business Address:
----------------
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c) Present Principal Occupation or Employment:
------------------------------------------
President and Chief Executive Officer of Telephone
and Data Systems, Inc.
(d) Citizenship:
-----------
United States
<PAGE>
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 2 of Appendix A
(III) (a) Name:
----
Rudolph E. Hornacek
(b) Business Address:
----------------
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c) Present Principal Occupation or Employment:
------------------------------------------
Vice President - Engineering of Telephone and Data
Systems, Inc.
(d) Citizenship:
-----------
United States
(IV) (a) Name:
----
Murray L. Swanson
(b) Business Address:
----------------
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c) Present Principal Occupation or Employment:
------------------------------------------
Executive Vice President - Finance of Telephone
and Data Systems, Inc.
(d) Citizenship:
-----------
United States
<PAGE>
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 3 of Appendix A
(V) (a) Name:
----
James Barr III
(b) Business Address:
----------------
TDS Telecommunications Corporation
301 South Westfield Road
Madison, Wisconsin 53705-0158
(c) Present Principal Occupation or Employment:
------------------------------------------
President of TDS Telecommunications Corporation, a
wholly owned subsidiary of Telephone and Data
Systems, Inc.
(d) Citizenship:
-----------
United States
(VI) (a) Name:
----
Lester O. Johnson
(b) Residence Address:
-----------------
6209 Mineral Point Road
Apt. 805
Madison, Wisconsin 53705
(c) Present Principal Occupation or Employment:
------------------------------------------
Architect in private practice.
(d) Citizenship:
-----------
United States
<PAGE>
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 4 of Appendix A
(VII) (a) Name:
----
Donald C. Nebergall
(b) Residence Address:
-----------------
2919 Applewood Place, N.E.
Cedar Rapids, Iowa 52402
(c) Present Principal Occupation or Employment:
------------------------------------------
Consultant to Telephone and Data Systems, Inc.
(d) Citizenship:
-----------
United States
(VIII) (a) Name:
----
Herbert S. Wander
(b) Business Address:
----------------
Katten, Muchin & Zavis
525 West Monroe Street
Suite 1600
Chicago, Illinois 60606-3693
(c) Present Principal Occupation or Employment:
------------------------------------------
Partner, Katten, Muchin & Zavis.
(d) Citizenship
-----------
United States
<PAGE>
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 5 of Appendix A
(IX) (a) Name:
----
Walter C.D. Carlson
(b) Business Address:
----------------
Sidley & Austin
One First National Plaza
Chicago, Illinois 60603
(c) Present Principal Occupation or Employment:
------------------------------------------
Partner, Sidley & Austin.
(d) Citizenship:
-----------
United States
(X) (a) Name:
----
Donald R. Brown
(b) Business Address:
----------------
Telephone and Data Systems, Inc.
834 Ethan's Glen Drive
Knoxville, Tennessee 37923
(c) Present Principal Occupation or Employment:
------------------------------------------
Vice President of TDS Telecommunications
Corporation.
(d) Citizenship:
-----------
United States
<PAGE>
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 6 of Appendix A
(XI) (a) Name:
----
Robert J. Collins
(b) Business Address:
----------------
Telephone and Data Systems, Inc.
Box 231
Northfield, Vermont 05663
(c) Present Principal Occupation or Employment:
------------------------------------------
Vice President of TDS Telecommunications
Corporation.
(d) Citizenship:
-----------
United States
* * * * *
<PAGE>
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 1 of Appendix B
Appendix B
Executive Officers of TDS
-------------------------
(I) (a) Name:
----
LeRoy T. Carlson
(b) Business Address:
----------------
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c) Present Principal Occupation or Employment:
------------------------------------------
Chairman of Telephone and Data Systems, Inc.
(d) Citizenship:
-----------
United States
(II) (a) Name:
----
LeRoy T. Carlson, Jr.
(b) Business Address:
----------------
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c) Present Principal Occupation or Employment:
------------------------------------------
President and Chief Executive Officer of Telephone
and Data Systems, Inc.
(d) Citizenship:
-----------
United States
<PAGE>
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 2 of Appendix B
(III) (a) Name:
----
Rudolph E. Hornacek
(b) Business Address:
----------------
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c) Present Principal Occupation or Employment:
------------------------------------------
Vice President - Engineering of Telephone and Data
Systems, Inc.
(d) Citizenship:
-----------
United States
(IV) (a) Name:
----
Murray L. Swanson
(b) Business Address:
----------------
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c) Present Principal Occupation or Employment:
------------------------------------------
Executive Vice President - Finance of Telephone
and Data Systems, Inc.
(d) Citizenship:
-----------
United States
<PAGE>
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 3 of Appendix B
(V) (a) Name:
----
H. Donald Nelson
(b) Business Address:
----------------
United States Cellular Corporation
8410 West Bryn Mawr
Suite 700
Chicago, Illinois 60631
(c) Present Principal Occupation or Employment:
------------------------------------------
President and Chief Executive Officer of United
States Cellular Corporation.
(d) Citizenship:
-----------
United States
(VI) (a) Name:
----
John R. Schaaf
(b) Business Address:
----------------
American Paging, Inc.
1300 Godward Street NE
Suite 3100
Minneapolis, Minnesota 55413
(c) Present Principal Occupation or Employment:
------------------------------------------
President of American Paging, Inc., a wholly owned
subsidiary of Telephone and Data Systems, Inc.
(d) Citizenship:
-----------
United States
<PAGE>
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 4 of Appendix B
(VII) (a) Name:
----
C. Theodore Herbert
(b) Business Address:
----------------
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c) Present Principal Occupation or Employment:
------------------------------------------
Vice President-Human Resources of Telephone and
Data Systems, Inc.
(d) Citizenship:
-----------
United States
(VIII) (a) Name:
----
Ronald D. Webster
(b) Business Address:
----------------
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c) Present Principal Occupation or Employment:
------------------------------------------
Treasurer of Telephone and Data Systems, Inc.
(d) Citizenship:
-----------
United States
<PAGE>
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 5 of Appendix B
(IX) (a) Name:
----
Gregory J. Wilkinson
(b) Business Address:
----------------
TDS Corporate Madison
301 South Westfield Road
P.O. Box 5158
Madison, Wisconsin 53705-0158
(c) Present Principal Occupation or Employment:
------------------------------------------
Vice President and Corporate Controller of Telephone
and Data Systems, Inc.
(d) Citizenship:
-----------
United States
(X) (a) Name:
----
George L. Dienes
(b) Business Address:
----------------
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c) Present Principal Occupation or Employment:
------------------------------------------
Vice President-Corporate Development of
Telephone and Data Systems, Inc.
(d) Citizenship:
-----------
United States
<PAGE>
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 6 of Appendix B
(XI) (a) Name:
----
Michael G. Hron
(b) Business Address:
----------------
Sidley & Austin
One First National Plaza
Chicago, Illinois 60603
(c) Present Principal Occupation or Employment:
------------------------------------------
Partner, Sidley & Austin.
(d) Citizenship:
-----------
United States
* * * * *
<PAGE>
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 1 of Appendix C
Appendix C
Number of Common Shares
of the Issuer Percentage of Class
Beneficially Owned of the Issuer's
Name as of March 4, 1994 Common Shares
--------- ---------------------- ---------------------
James Barr III 0 0.0%
Donald R. Brown 0 0.0%
LeRoy T. Carlson 1,243 0.0%
LeRoy T. Carlson, Jr. (1) 0.0%
Walter C.D. Carlson 0 0.0%
Robert J. Collins 0 0.0%
George L. Dienes 0 0.0%
C. Theodore Herbert (1) 0.0%
Rudolph E. Hornacek 0 0.0%
Michael G. Hron (1) 0.0%
Lester O. Johnson 0 0.0%
Donald C. Nebergall 500 0.0%
H. Donald Nelson 2,897 0.0%
John R. Schaaf 0 0.0%
Murray L. Swanson 0 0.0%
Herbert S. Wander 0 0.0%
Ronald D. Webster (1) 0.0%
Gregory J. Wilkinson 219 0.0%
1 In accordance with the position of the SEC's Division of
Corporation Finance, trustees are deemed to beneficially own
shares of Common Stock held by a benefits plan which are
unallocated or allocated to plan participants and for which no
instructions as to voting or tendering are received. Messrs.
Carlson, Jr., Herbert, Hron and Webster were the trustees of the
Telephone and Data Systems, Inc., Tax-Deferred Savings Plan
(the "Trustees") as of the Issuer's Annual Meeting. With
respect to the Issuer's Annual Meeting held on May 13, 1993,
plan participants did not provide voting instructions as to
12,956.4 Common Shares allocated to the plan participants.
The trustees disclaim beneficial ownership of such shares.
<PAGE>
