FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 15, 1995
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TELEPHONE AND DATA SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
Iowa 1-8251 36-2669023
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
30 North LaSalle Street, Chicago, Illinois 60603
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 630-1900
Not Applicable
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(Former name or former address, if changed since last report)
The Exhibit Index is Located on Page 4 of 8 Total Pages.
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Item 5. Other Events.
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On March 14, 1995, the Company announced that a preliminary
settlement has been reached with a group of Wisconsin telephone companies
(the "Settlement Group") involved in a proceeding initiated by the Federal
Communications Commission ("FCC") and that a definitive settlement
agreement has been reached with BellSouth Mobility Inc with respect to the
same proceeding (and certain other litigation between the parties).
Pending the negotiation of a definitive agreement with the Settlement
Group, the judge postponed the scheduled start of the hearing. The
hearing was to determine whether United States Cellular Corporation
misrepresented facts to, lacked candor in its dealings with, or attempted
to mislead the FCC in the La Star matter previously reported and to
determine if TDS possessed the requisite character qualifications to
retain its cellular license for Wisconsin Rural Service Area 8.
Also on March 14, 1995, the Company announced that on March 13,
1995, its wholly owned subsidiary, American Portable Telecommunications,
Inc., was the successful bidder for eight broadband Personal
Communications Services ("PCS") licenses at auction conducted by the FCC.
The licenses cover the Major Trading Areas ("MTAs") of Minneapolis-St.
Paul, Tampa-St. Petersburg-Orlando, Houston, Pittsburgh, Kansas City,
Columbus, Alaska and Guam-N. Mariana Islands, and account for 27.9 million
1994 population equivalents ("pops").
This Current Report on Form 8-K is being filed for the purpose of
filing the Press Releases issued by the Company relating to such
announcements as exhibits.
Item 7. Financial Statements and Exhibits
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(c) Exhibits
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The exhibits accompanying this report are listed in the accompanying
Exhibit Index.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereto duly authorized.
Telephone and Data Systems, Inc.
(Registrant)
Date: March 15, 1995
By: /s/ GREGORY J. WILKINSON
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Gregory J. Wilkinson
Vice President and Controller
(principal accounting officer)
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EXHIBIT INDEX
Exhibit Number Description of Exhibit Sequentially Numbered Page
99.1 Press Release dated 5
March 14, 1995
99.2 Press Release dated 7
March 14, 1995
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Exhibit 99.1
For Release: Immediate
TDS AND USM
ANTICIPATE FAVORABLE RESOLUTION OF
ISSUES RAISED IN THE LA STAR MATTER
March 14, 1995, Chicago, Illinois - Telephone and Data Systems, Inc.
(AMEX symbol "TDS") and United States Cellular Corporation (AMEX symbol
"USM") announced today that they have reached a preliminary settlement
with a group of Wisconsin telephone companies (the "Settlement Group")
involved in a proceeding initiated by the Federal Communications
Commission ("FCC") (the "FCC Proceeding"), and that they have executed a
definitive settlement agreement with BellSouth Mobility Inc ("BMI") with
respect to the same proceeding (and certain other litigation between the
parties). Pending the negotiation of a definitive agreement with the
Settlement Group and the action of the judge presiding in the FCC
Proceeding, the judge has postponed today's scheduled start of the hearing
in the FCC Proceeding. The settlement agreements, which follow extensive
discovery by the FCC and other parties, contemplate the filing of a joint
motion for summary decision finding that TDS and its affiliates are fully
qualified to be FCC licensees.
As previously reported, on February 1, 1994, the FCC ordered a
hearing to determine whether, in a proceeding involving the application of
La Star Cellular Telephone Company for a cellular license in a portion of
the New Orleans Metropolitan Statistical Area, USM misrepresented facts
to, lacked candor in its dealings with, or attempted to mislead the FCC.
The hearing was also to determine whether TDS possessed the requisite
character qualifications to retain its cellular license for Wisconsin
Rural Service Area 8.
The preliminary agreement with the Settlement Group calls for USM to
retain control of the Wisconsin 8 market through a limited partnership in
which a USM affiliate will be the sole general partner and hold a 74%
ownership interest. The settlement with BMI results in USM selling to BMI
a portion of its interest in a partnership providing cellular service in
Baton Rouge, Louisiana; USM acquiring a portion of BMI's interest in three
rural markets surrounding New Orleans and Baton Rouge; and USM and BMI
each acquiring from the other certain interests in rural markets in
Tennessee, some of which will become part of the Nashville cellular system
where the two companies are partners.
TDS is a Chicago-based telecommunications company with established
cellular telephone, local telephone and radio paging operations. TDS
strives to build value for its shareholders by providing excellent
communications services in attractive, closely related segments of the
telecommunications industry.
Headquartered in Chicago, USM manages and invests in cellular
systems throughout the United States. As of December 31, 1994, USM owned
or had rights to acquire interests representing 25.2 million population
equivalents in 207 markets. At that date, USM managed operational systems
serving 143 markets.
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Wednesday, March 15, 1995, at 10:00 a.m. Central Standard Time, TDS
will hold a news conference by phone to discuss the resolution of the
issues raised in the La Star matter. The news conference is available by
calling (800) 683-1535. For additional information, please call Murray L.
Swanson, TDS's Executive Vice President - Finance, at (312) 630-1900.
Out-of-town media, please call collect.
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Exhibit 99.2
For Release: Immediate
TELEPHONE AND DATA SYSTEMS REPORTS ACQUISITION OF
EIGHT BROADBAND PCS LICENSES
March 14, 1995, Chicago, Illinois - Telephone and Data Systems, Inc.
(AMEX symbol "TDS" ) announced that on March 13, 1995, its wholly owned
subsidiary, American Portable Telecommunications, Inc. ("APT"), was the
successful bidder for eight broadband Personal Communications Services
("PCS") licenses at an auction conducted by the Federal Communications
Commission ("FCC"). The eight 30 MHz PCS licenses will, when granted,
authorize the Company to provide two-way voice and data services on new
wireless, digital networks. TDS's licenses cover the Major Trading Areas
("MTAs") of Minneapolis-St. Paul, Tampa-St. Petersburg-Orlando, Houston,
Pittsburgh, Kansas City, Columbus, Alaska and Guam-N. Mariana Islands, and
account for 27.9 million 1994 population equivalents ("pops").
LeRoy T. Carlson, Jr., President and Chief Executive Officer,
commented, "We congratulate the FCC on successfully conducting these
auctions, which are the critical first step towards the deployment of new
and innovative wireless services for the American people. The FCC's
accomplishments are especially remarkable because of the unprecedented
scope and complexity of the auction software which was developed." Mr.
Carlson also commented, "We are very pleased to be able to acquire PCS
licenses, at an average cost of $10.35 per pop, that will expand,
strengthen, and enhance the value of our rapidly growing wireless
telecommunications operations. We look forward to continuing our cellular
and paging strategies in existing markets while building and marketing PCS
systems and services in new markets. We plan that by the turn of the
century, our cellular and PCS networks will offer wireless communications
services to a total population of more than 50 million people."
Rudolph E. Hornacek, President of APT, commented, "Our success in
this auction will allow TDS to continue its strong position in providing
wireless services. Each of the six large MTAs we are acquiring enhances
one or more existing cellular market clusters. The new PCS frequencies
and technologies will also enable the development of new and exciting
wireless services."
APT s successful bid commitment totalled $289.2 million for the
eight licenses, or $10.35 per 1994 pop. As required by FCC auction
procedures, the Company will make a 20% down payment (less its initial
$20.4 million deposit) on the licenses within five business days, and
complete the payment five business days after the FCC has granted the
licenses. TDS anticipates that construction, development and introduction
of PCS networks and services in these new markets may involve expenditures
of $400 million to $500 million or more over the next five years. TDS is
considering a variety of financing options that appropriately balance the
interests of its shareholders and debtholders.
TDS is a Chicago-based telecommunications company with established
cellular telephone, local telephone and radio paging operations. TDS
strives to build value for its shareholders by providing excellent
communications services in attractive, closely related segments of the
telecommunications industry.
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Wednesday, March 15, 1995, at 10:00 a.m. Central Standard Time, TDS
will hold a news conference by phone to discuss the PCS auction results.
The news conference is available by calling (800) 683-1535. For further
information, please contact Murray L. Swanson, TDS's Executive Vice
President-Finance, or Rudolph E. Hornacek, TDS's Vice President -
Engineering and President of APT, at (312) 630-1900. Out-of-town media,
please call collect.
MTA #/Market Name 1994 Pops* Bid Amount
#12 Minneapolis-St. Paul 6,195,618 $ 36,600,012
#13 Tampa-St. Petersburg-Orlando 5,837,770 89,786,837
#14 Houston 5,694,943 83,888,837
#21 Pittsburgh 4,142,558 31,665,837
#34 Kansas City 2,998,487 23,611,837
#38 Columbus 2,255,000 22,176,837
#49 Alaska 610,438 1,321,837**
#50 Guam-N. Mariana Islands 204,100 141,837
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TOTALS 27,938,914 $289,193,871
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* Based on 1994 Donnelley Marketing Services estimates.
** Total amount includes a portion of a previous withdrawn bid.
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