---------------------------
OMB APPROVAL
---------------------------
OMB Number: 3235-0145
Expires: October 31, 1994
Estimated average burden
hours per form. . . . 14.90
---------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Second 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)
January 24, 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>
<PAGE>
SCHEDULE 13D
CUSIP No. 911684108 Page 2 of 11 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 61,991,465 - Includes 33,005,877
NUMBER OF 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 Common
OWNED BY Shares and 28,985,588 Common Shares. See Item 5 of
EACH the Preliminary Statement for 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 71.6% of the Common Shares of the Issuer for a combined
total of approximately 84.4% of the Issuer's outstanding classes of
stock and approximately 96.9% 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 40,483,750 Common Shares and 33,005,877 Series A Common Shares
outstanding on January 24, 1994.
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 911674108 Page 3 of 11 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
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 61,991,465 - Includes 33,005,877
OWNED BY Series A Common Shares which
EACH have ten votes per share on all matters and are
REPORTING convertible on a share-for-share basis into Common
PERSON Shares and 28,985,588 Common Shares. See Item 5 of
WITH 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 71.6% of the Common Shares of the Issuer for a combined
total of approximately 84.4% of the Issuer's outstanding classes of
stock and approximately 96.9% 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 40,483,750 Common Shares and 33,005,877 Series A Common Shares
outstanding on January 24, 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 11
Preliminary Statement
----------------------
This Amendment Number 2 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 the
acquisition by TDS of shares of United States Cellular
Corporation, a Delaware corporation (the "Issuer").
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 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.
- --------------------------
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 11
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.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
TDS previously reported in its Amended and Restated
Schedule 13D dated January 3, 1994, its expected acquisition
of an aggregate of 314,227 Common Shares of the Issuer in
connection with an acquisition which was to be consummated on
January 4, 1994. Such shares of the Issuer were to be issued
to TDS in consideration
<PAGE>
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 6 of 11
for the assignment of TDS's right, title and interest in an
RSA pursuant to an Exchange Agreement dated as of January 4,
1994. However, no such shares of the Issuer were issued in
connection with such acquisition.
As of January 13, 1994, an aggregate of 2,130 Common
Shares of the Issuer, which, individually, constituted a non-
material increase in the percentage of the class 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 13, 1994. The implicit price per share was
$32.725, 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 immediately
preceding January 13, 1994.
As of January 24, 1994, an aggregate of 397,725 Common
Shares of the Issuer 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 14,
1993. The implicit price per share was $31.55, 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 January 24, 1994.
As of January 24, 1994, TDS is expected to acquire
additional Common Shares of the Issuer pursuant to four
Exchange Agreements and upon the conversion of preferred stock
of the Issuer held by TDS. Based on the five day average
closing prices of TDS and the Issuer's Common Shares on
January 24, 1994, 1,010,895 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 July 24, 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
<PAGE>
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 7 of 11
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.
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 61,991,465 Common
Shares of the Issuer which is approximately 84.4%
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 28,985,588
Common Shares.
(b) (i) Sole Power to Vote or Direct the Vote:
-------------------------------------
TDS is the direct beneficial owner of
28,985,588 Common Shares of the Issuer and
33,005,877 Series A Common Shares of the
Issuer representing approximately 84.4% of
all classes of common stock of the Issuer.
The Series A Common Shares
<PAGE>
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 8 of 11
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
61,991,465 shares which represents
approximately 96.9% 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 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
<PAGE>
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporaiton
Page 9 of 11
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 54.4% of the combined voting
power of the Series A 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
- -------------------------
2 Based on 45,970,446 Common Shares of TDS and 6,881,001
Series A Common Shares outstanding on January 24, 1994.
<PAGE>
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 10 of 11
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 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 11 of 11
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 January 24, 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 to the Second 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:
------------------------------------------
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 January 24, 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,
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>
