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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
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)
August 11, 1994
______________________________________________________________
(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).
SEC 1746(12-91)
<PAGE>
SCHEDULE 13D
CUSIP No. 911684108 Page 2 of 9 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 63,878,869 - Includes 33,005,877
NUMBER OF Series A Common Shares which have ten votes per
SHARES share on all matters and are convertible on a
BENEFICIALLY share-for-share basis into Common Shares and
OWNED BY 30,872,992 Common Shares. See Item 5 for
EACH further explanation.
REPORTING
PERSON 8 SHARED VOTING POWER
WITH -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 68.1% of the Common Shares of the Issuer for a
combined total of approximately 81.6% of the Issuer's outstanding
classes of stock and approximately 96.1% 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 45,315,014 Common Shares and 33,005,877 Series A Common Shares
outstanding on August 11, 1994.
<PAGE>
SCHEDULE 13D
CUSIP No. 911674108 Page 3 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The voting Trust under Agreement dated June 30, 1989
36-6925012
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 63,878,869 - Includes
EACH 33,005,877 Series A Common Shares which have
REPORTING ten votes per share on all matters and are
PERSON convertible on a share-for-share basis into Common
WITH Shares and 30,872,992 Common Shares. See Item 5 of
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 68.1% of the Common Shares of the Issuer for a
combined total of approximately 81.6% of the Issuer's outstanding
classes of stock and approximately 96.1% 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 45,314,014 Common Shares and 33,005,877 Series A Common Shares
outstanding on August 11, 1994.
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 4 of 9
This Amendment Number 5 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 amended Schedule 13D, among other things,
discloses the acquisition by TDS of Common Shares, par value
$1.00 per share ("Common Shares"), and/or Series A Common
Shares, par value $1.00 per share ("Series A Common Shares")
of United States Cellular Corporation, a Delaware corporation
(the "Issuer").
Item 1. Security and Issuer.
--------------------
This statement relates to the Common Shares 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 The Voting Trust under Agreement dated June
30, 1989 ("The Voting Trust"), are filing this
Schedule 13D amendment concerning their direct and
indirect beneficial ownership of Common Shares.
The following sets forth Items 2(a) through 2(f)
for each person.
TDS. 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 D attached hereto.
The Voting Trust. The principal business address
of The Voting Trust is c/o TDS, 30 North LaSalle Street,
Suite 4000, Chicago, Illinois 60602. The Voting Trust holds
TDS Series A Common Shares and was created to facilitate long-
standing relationships among the trust's certificate holders.
Under the terms of The Voting Trust, the trustees hold and
vote the TDS Series A Common Shares held in the trust. The
information with respect to the trustees of The Voting Trust
is set forth in Appendix C hereto, and incorporated herein by
reference.
During the last five years, neither TDS, The Voting
Trust, nor any of the persons named in Appendices A, B and C
hereto has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
During the last five years, neither TDS, The Voting
Trust, nor any of the persons named in Appendices A, B and C
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.
Item 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
As of June 28, 1994, an aggregate of 26,999 Common
Shares 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 minority
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 5 of 9
interest holdings in certain MSAs pursuant to an Exchange
Agreement dated as of June 14, 1994. The implicit price per
share was $29.00, which was determined by using the average
closing price for Common Shares on the American Stock Exchange
(the "AMEX") for the five trading days immediately preceding
June 15, 1994.
As of August 11, 1994, an aggregate of 505,304
Common Shares were issued to TDS in consideration for the
assignment of TDS's right, title and interest in an RSA
pursuant to two Exchange Agreements dated as of April 15,
1994. The implicit price per share was $29.17 which was
determined by using the average closing price for Common
Shares of the Issuer on the AMEX for the five trading days
immediately preceding August 11, 1994.
As of August 11, 1994, TDS is expected to acquire
additional Common Shares pursuant to Exchange Agreements and
the conversion of the Issuer's Preferred Shares into Common
Shares by TDS. Based on the five day average closing prices
of TDS's and the Issuer's Common Shares as of August 11, 1994,
2,827,805 would be deliverable to TDS. The number of Common
Shares which will actually be delivered to TDS will be
determined immediately prior to the closing of the respective
acquisitions. It is expected that the pending acquisitions
discussed in this Item 3 will close on or before February 11,
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 Common Shares to TDS determined by dividing the
average closing price for the 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.
-----------------------
The information contained in the first Item 3,
pages 4 and 5, is incorporated herein by reference.
(a) - (j) - None.
Item 5. Interest in Securities of the Issuer.
-------------------------------------
(I) TDS.
----
(a) At August 11, 1994, TDS may be deemed to
beneficially own an aggregate of 63,878,869
Common Shares which is approximately 81.6% of
such shares outstanding. This includes
33,005,877 Series A Common Shares which have
ten votes per share on all matters and are
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 6 of 9
convertible on share-for-basis into Common
Shares, and 30,872,992 Common Shares.
(b) (i) Sole Power to Vote or Direct the Vote:
-------------------------------------
TDS is the direct beneficial owner of
30,872,992 Common Shares and 33,005,877
Series A Common Shares representing
approximately 81.6% of all classes of
common shares 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
63,878,869 shares which represents
approximately 96.1% of the combined
voting power of the Common Shares and
the Series A Common Shares.
(ii) Shared Power to Vote or Direct the Vote:
----------------------------------------
None.
(iii) Sole Power to Dispose or Direct the
Disposition:
----------------------------------------
TDS has sole power to dispose of
30,872,992 Common Shares and 33,005,877
Series A Common Shares, representing
81.6% of all classes of capital stock
outstanding.
(iv) Shared Power to Dispose or Direct the
Disposition:
----------------------------------------
None.
(c) None. The information set forth in the first
paragraph of Item 3, pages 4 and 5, is
incorporated herein by reference.
(d) To the knowledge of LeRoy T. Carlson, Jr., no
other person is known to have the right of
dividends from, or the proceeds from the sale
of the shares of Common Shares beneficially
owned by TDS.
(e) Not Applicable.
(II) Directors and Executive Officers of TDS.
----------------------------------------
(a) - (b) See Appendix C attached hereto and
incorporated herein by reference.
(c) To the knowledge of LeRoy T. Carlson, Jr., no
transactions were effected during the past
sixty days in the Common Shares by any
Director or Executive Officer of TDS.
(d) To the knowledge of LeRoy T. Carlson, Jr., no
person other than the persons listed in
Appendix D are known to have the right to
receive or the power to direct the receipt of
dividends from, or other proceeds
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 7 of 9
from the sale of Common Shares beneficially
owned by the persons listed in Appendix D.
(e) Not applicable.
(III) The Voting Trust.
-----------------
(a) At August 11, 1994, pursuant to Rule 13d-
3(d)(1)(i), The Voting Trust may be deemed to
beneficially own an aggregate of 63,878,869
Common Shares representing 81.6% of such
shares. This includes 30,872,992 Common
Shares and 33,005,877 Series A Common Shares.
(b) (i) Sole Power to Vote or Direct the Vote:
--------------------------------------
None.
(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 6,249,253.4
Series A Common Shares of TDS held in
the Voting Trust, representing
approximately 90.8% of the outstanding
Series A Common Shares of TDS, and
approximately 53.6% of the combined
voting power of such Series A Common
Shares and Common Shares.1 Therefore,
the Voting Trust may direct a majority
of the combined voting power of TDS,
which has the sole voting power with
respect to approximately 96.1% of the
combined voting power of the Issuer (see
above discussion concerning beneficial
ownership of the Issuer by TDS).
(iii) Sole Power to Dispose or Direct the
Disposition:
---------------------------------------
None.
(iv) Shared Power to Dispose or Direct the
Disposition:
----------------------------------------
The information contained in Item
5.III(b)(ii) above is incorporated
herein by reference. Through the
ability to direct a majority of the
combined voting power of TDS, The Voting
Trust trustees share the power to direct
the disposition of 30,872,992 Common
Shares and 33,005,877 Series A
----------------------------------
1 Based on 47,830,528 Common Shares of TDS and 6,885,573
Series A Common Shares outstanding on August 11, 1994.
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 8 of 9
Common Shares, representing 81.6% of all
classes of capital stock outstanding of
the Issuer.
(c) To the knowledge of LeRoy T. Carlson, Jr., no
transactions were effected during the past
sixty days in Common Shares by The Voting
Trust.
(d) To the knowledge of LeRoy T. Carlson, Jr., 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, Common Shares beneficially owned by The
Voting Trust.
(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 trust's 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
6,249,253.4 Series A Common Shares of TDS held in the Voting
Trust, representing 90.8% of the outstanding Series A Common
Shares of TDS, and approximately 53.6% 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>
Schedule 13D
Issuer: United States Cellular Corporation
Page 9 of 9
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 August 11, 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: Trustee
Executive Officer
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>
Schedule 13D Appendix A
Issuer: United States Cellular Corporation
Page 1 of 6 of 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>
Schedule 13D
Issuer: United States Cellular Corporation
Page 2 of 6 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>
Schedule 13D
Issuer: United States Cellular Corporation
Page 3 of 6 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>
Schedule 13D
Issuer: United States Cellular Corporation
Page 4 of 6 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 of the law firm of Katten, Muchin &
Zavis.
(d) Citizenship
-----------
United States
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 5 of 6 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 of the law firm of 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>
Schedule 13D
Issuer: United States Cellular Corporation
Page 6 of 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>
Schedule 13D Appendix B
Issuer: United States Cellular Corporation
Page 1 of 6 of 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>
Schedule 13D
Issuer: United States Cellular Corporation
Page 2 of 6 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>
Schedule 13D
Issuer: United States Cellular Corporation
Page 3 of 6 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>
Schedule 13D
Issuer: United States Cellular Corporation
Page 4 of 6 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>
Schedule 13D
Issuer: United States Cellular Corporation
Page 5 of 6 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>
Schedule 13D
Issuer: United States Cellular Corporation
Page 6 of 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 of the law firm of Sidley & Austin.
(d) Citizenship:
-----------
United States
* * * * *
<PAGE>
Schedule 13D Appendix C
Issuer: United States Cellular Corporation
Page 1 of 2 of Appendix C
Trustees of The Voting Trust
-----------------------------
(I) (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 of the law firm of Sidley & Austin
(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>
Schedule 13D
Issuer: United States Cellular Corporation
Page 2 of 2 of Appendix C
(III) (a) Name:
----
Letitia G. Carlson
(b) Business Address:
----------------
2150 Pennsylvania Avenue, N.W.
Washington, D.C. 20037
(c) Present Principal Occupation or Employment:
------------------------------------------
Physician
(d) Citizenship:
-----------
United States
(IV) (a) Name:
----
Melanie J. Heald
(b) Business Address:
----------------
7410 Longmeadow Road
Madison, WI 53717
(c) Present Principal Occupation or Employment:
------------------------------------------
Homemaker
(d) Citizenship:
-----------
United States
(V) (a) Name:
----
Donald C. Nebergall
(b) Business 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
<PAGE>
Schedule 13D Appendix D
Issuer: United States Cellular Corporation
Page 1 of 1 of Appendix D
Number of Common Shares
of the Issuer Percentage of Class
Beneficially Owned of the Issuer's
Name as of August 11, 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. 0 (1) 0.0%
Walter C.D. Carlson 0 0.0%
Robert J. Collins 24 0.0%
George L. Dienes 0 0.0%
C. Theodore Herbert 468 (1) 0.0%
Rudolph E. Hornacek 0 0.0%
Michael G. Hron 0 (1) 0.0%
Lester O. Johnson 0 0.0%
Donald C. Nebergall 500 0.0%
H. Donald Nelson 4,020 0.0%
John R. Schaaf 0 0.0%
Murray L. Swanson 0 0.0%
Herbert S. Wander 0 0.0%
Ronald D. Webster 0 (1) 0.0%
Gregory J. Wilkinson 771 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 most recent Annual Meeting.
With respect to the Issuer's Annual Meeting held on May 5,
1994, plan participants did not provide voting instructions as
to 53,062.4 Common Shares allocated to the plan participants.
The trustees disclaim beneficial ownership of such shares.
<PAGE>
