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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Eighth 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)
April 6, 1995
______________________________________________________________
(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 66,765,439 - 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 Common
OWNED BY Shares and 33,759,562 Common Shares. See Item
EACH 5 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 outstanding Series A Common Shares
of the Issuer and approximately 68.5% of the outstanding Common
Shares of the Issuer for a combined total of approximately 81.2%
of the Issuer's outstanding classes of capital stock and
approximately 95.9% 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 49,256,589 Common Shares and 33,005,877 Series A Common Shares
outstanding on April 6, 1995.
<PAGE>
SCHEDULE 13D
CUSIP No. 911684108 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 66,765,439 - 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 33,759,562 Common Shares.
See Item 5 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 outstanding Series A Common Shares
of the Issuer and approximately 68.5% of the outstanding Common
Shares of the Issuer for a combined total of approximately 81.2%
of the Issuer's outstanding classes of capital stock and
approximately 95.9% 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 49,256,589 Common Shares and 33,005,877 Series A Common Shares
outstanding on April 6, 1995
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 4 of 9
This Amendment Number 8 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, directly and
through its subsidiaries, has established local telephone and
developing cellular telephone and radio paging operations.
The information with respect to the directors and executive
officers of TDS is set forth on Appendices A and B attached
hereto, and incorporated herein by reference.
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 result
of such proceeding 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 March 9, 1995, an aggregate of 420,507 Common
Shares were issued to TDS in consideration for the assignment
of TDS's right, title and interest in an RSA pursuant to an
Exchange
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 5 of 9
Agreement dated as of March 2, 1995. The implicit price per
share was $32.85, 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
March 2, 1995.
As of March 28, 1995, an aggregate of 1,485 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 two minority
interests in an MSA pursuant to Exchange Agreements dated as
of March 13, 1995, and March 17, 1995. The implicit price per
share was with respect to 769 Common Shares was $32.31, and
with respect to 716 Common Shares was $32.70, which was
determined by using the average closing price for Common
Shares on the AMEX for the five trading days immediately
preceding February 21, 1995, and March 10, 1995, respectively.
As of April 6, 1995, an aggregate of 481,284 Common
Shares 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 9, 1994. The
implicit price per share was $30.30, 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 April 6, 1995.
As of April 6, 1995, TDS is expected to acquire
additional Common Shares pursuant to an Exchange Agreement
between the Issuer and by TDS. Based on the five day average
closing prices of TDS's and the Issuer's Common Shares as of
April 6, 1995, 279,614 Common Shares of the Issuer 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 acquisition. It is expected that
the pending acquisition discussed in this Item 3 will close on
or before October 6, 1995.
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, is
incorporated herein by reference.
(a) - (j) - None.
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 6 of 9
Item 5. Interest in Securities of the Issuer.
------------------------------------
(I) TDS.
---
(a) As of April 6, 1995, TDS may be deemed to
beneficially own, pursuant to Rule 13d-
3(d)(1)(i), an aggregate of 66,765,439 Common
Shares which is approximately 81.2% of such
shares outstanding. This includes 33,759,562
Common Shares and 33,005,877 Series A Common
Shares which have ten votes per share on all
matters and are convertible on
share-for-basis into Common Shares.
(b) (i) Sole Power to Vote or Direct the Vote:
-------------------------------------
TDS is the direct beneficial owner of
33,759,562 Common Shares and 33,005,877
Series A Common Shares of the Issuer
representing approximately 81.2% 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
33,759,562 Common Shares and 33,005,877
Series A Common Shares representing
approximately 95.9% of the combined
voting power of the Common Shares and
the Series A Common Shares.
(ii) Shared Power to Vote or Direct the Vote:
---------------------------------------
None.
(iii) Sole Power to Dispose or Direct the
Disposition:
-----------
TDS has sole power to dispose of
33,759,562 Common Shares and 33,005,877
Series A Common Shares, representing
approximately 81.2% 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 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.
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 7 of 9
(II) Directors and Executive Officers of TDS.
---------------------------------------
(a) - (b) See Appendix D 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 from the
sale of Common Shares beneficially owned by
the persons listed in Appendix D.
(e) Not applicable.
(III) The Voting Trust.
----------------
(a) As of April 6, 1995, pursuant to Rule 13d-
3(d)(1)(i), The Voting Trust may be deemed to
beneficially own an aggregate of 66,765,439
Common Shares representing 81.2% of such
shares. This includes 33,759,562 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 is the direct
beneficial owner of TDS Series A Common
Shares. The Voting Trust holds and the
trustees vote 6,256,506.7 Series A
Common Shares of TDS, representing
approximately 90.9% of the outstanding
TDS Series A Common Shares, and
approximately 52.2% of the combined
voting power of TDS Series A Common
Shares and TDS 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 95.9% of
the combined voting power of the Issuer
(see above discussion concerning
beneficial ownership of the Issuer by
TDS).
------------------------------
1 Based on 51,118,557 Common Shares of TDS and 6,880,847
Series A Common Shares outstanding on April 6, 1995.
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 8 of 9
(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 33,759,562 Common
Shares and 33,005,877 Series A Common
Shares of the Issuer, representing 81.2%
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 or Series A
Common Shares of the Issuer 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 or Series A Common Shares
of the Issuer 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 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 Voting Trust trustees hold and vote 6,256,506.7
TDS Series A Common Shares held in The Voting Trust,
representing 90.9% of the outstanding TDS Series A Common
Shares, and approximately 52.2% of the combined voting power
of the TDS Series A Common Shares and TDS Common Shares.
Therefore, The Voting Trust trustees may direct a majority of
the combined voting power of TDS which has the sole voting
power with respect to approximately 95.9% of the combined
voting power 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 April 6, 1995.
TELEPHONE AND DATA SYSTEMS, INC. THE VOTING TRUST
/s/ LeRoy T. Carlson, Jr. /s/ LeRoy T. Carlson, Jr.
------------------------- --------------------------
LeRoy T. Carlson, Jr. LeRoy T. Carlson,
Title: President and Title: Trustee
Chief Executive Officer
Signature Page to the Eighth Amendment to the
Amended and Restated Schedule 13D
relating to the direct and indirect beneficial ownership of
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:
------------------------------------------
Senior 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 7 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 7 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 7 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., an 82.5%-owned
subsidiary of Telephone and Data Systems, Inc.
(d) Citizenship:
-----------
United States
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 4 of 7 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:
------------------------------------------
Vice President and Treasurer of Telephone and
Data Systems, Inc.
(d) Citizenship:
-----------
United States
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 5 of 7 of Appendix B
(IX) (a) Name:
----
Gregory J. Wilkinson
(b) Business Address:
----------------
TDS Corporate Madison
8401 Greenway Boulevard
P.O. Box 628010
Middleton, Wisconsin 53562-8010
(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 7 of Appendix B
(XI) (a) Name:
----
Michael K. Chesney
(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
(XII) (a) Name:
----
Byron A. Wertz
(b) Business Address:
----------------
One Appletree Square
8009 34th Avenue South
Suite 1344
Minneapolis, Minnesota 55425
(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 7 of 7 of Appendix B
(XIII)(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
(XIV) (a) Name:
----
William S. DeCarlo
(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, Wisconsin 53717
(c) Present Principal Occupation or Employment:
------------------------------------------
Homemaker
(d) Citizenship:
-----------
United States
(V) (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
<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 April 6, 1995 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%
Michael K. Chesney 0 0.0%
Robert J. Collins 33 0.0%
William S. DeCarlo 0 0.0%
George L. Dienes 0 0.0%
C. Theodore Herbert 489(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 1,116 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%
Byron A. Wertz 0 0.0%
Gregory J. Wilkinson 801 0.0%
1 In accordance with the position of the SEC's Division of Corporation
Finance, trustees are deemed to beneficially own Common Shares 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 such 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>
