Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
Under the
SECURITIES ACT OF 1933
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TELEPHONE AND DATA SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Iowa 36-2669023
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
30 North LaSalle Street, Suite 4000
Chicago, Illinois 60602
(Address of Principal Executive Offices) (Zip Code)
Telephone and Data Systems, Inc.
TDS QuEST Award Program
(Full title of the plan)
LeRoy T. Carlson, Jr.
President
Telephone and Data Systems, Inc.
30 North LaSalle Street, Suite 4000
Chicago, Illinois 60602
(Name and address of agent for service)
(312) 630-1900
(Telephone number, including
area code, of agent for service)
_______________
CALCULATION OF REGISTRATION FEE
===============================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share (1) Price Fee
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Common Shares
$1.00 par value 10,000 shares $39.81 $398,125 $137.28
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(1) Estimated for the Common Shares solely for the purpose
of calculating the registration fee on the basis of the
average of the high and low prices of the Common Shares
of the Company on the American Stock Exchange on
October 30, 1995 pursuant to Rule 457(c) under the
Securities Act of 1933.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
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Item 2. Registration Information and Employee Plan Annual Information.*
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* Information required by Part I to be contained in the
Section 10(a) prospectus is omitted from the Registration
Statement in accordance with Rule 428 under the Securities
Act of 1933, as amended (the "1933 Act") and the Note to
Part I of Form S-8.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents which have heretofore been filed
by Telephone and Data Systems, Inc. (the "Company" or the
"Registrant"), with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as
amended (the "1934 Act"), are incorporated by reference herein
and shall be deemed to be a part hereof:
1. The Company's Annual Report on Form 10-K, for the year
ended December 31, 1994.
2. The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31 and June 30, 1995.
3. The Company's Current Reports on Form 8-K, dated March
15, May 19, and September 28, 1995.
4. The description of the Common Shares, par value $1.00
per share ("Common Shares"), of the Company contained in
the Company's Report on Form 8-A/A-2, dated December 20,
1994.
All documents, subsequently filed by the Company with
the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the 1934 Act, prior to the filing of a post-effective amendment
to this Registration Statement which indicates that all
securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and made
a part hereof from their respective dates of filing (such
documents, and the documents enumerated above, being hereinafter
referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
herein or in any other subsequently filed Incorporated Document
modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
-------------------------
See Item 3.
Item 5. Interests of Named Experts and Counsel.
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Certain legal matters relating to the securities
registered hereby will be addressed by Sidley & Austin, One First
National Plaza, Chicago, Illinois 60603. The Company is
controlled by a voting trust. Walter C.D. Carlson, a trustee and
beneficiary of the voting trust and a director of the Company and
certain subsidiaries of the Company, Michael G. Hron, the
Secretary of the Company and certain subsidiaries of the Company,
William S. DeCarlo, the Assistant Secretary of the Company and
certain subsidiaries of the Company, Stephen P. Fitzell, the
Secretary of certain subsidiaries of the Company, and Sherry S.
Treston, the Assistant Secretary of certain subsidiaries of the
Company, are partners of Sidley & Austin.
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<PAGE>
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
The Iowa Business Corporation Act, as amended, provides
for indemnification of directors and officers in a variety of
circumstances, which may include liabilities under the 1933 Act.
The Company's Bylaws provide for indemnification of the Company's
directors and officers (and those serving in such capacity with a
consolidated subsidiary or other entity at the request of the
Board of Directors of the Company) in the circumstances, and to
the extent, permitted by the Iowa Business Corporation Act, as
amended.
The Company has directors' and officers' liability
insurance which provides, subject to certain policy limits,
deductible amounts and exclusions, coverage for all persons who
have been, are or may in the future be, directors or officers of
the Company, against amounts which such persons must pay
resulting from claims against them by reason of their being such
directors or officers during the policy period for certain
breaches of duty, omissions or other acts done or wrongfully
attempted or alleged.
Insofar as indemnification for liabilities arising under
the 1933 Act may be permitted to directors, officers and persons
controlling the Company pursuant to the foregoing provisions, or
otherwise, the Company has been informed that in the opinion of
the Commission such indemnification is against public policy as
expressed in the 1933 Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of
the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the 1933 Act and will be governed by the final adjudication of
such issue.
Item 7. Exemption from Registration Claimed.
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Not Applicable.
Item 8. Exhibits.
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The exhibits accompanying this Registration Statement
are listed on the accompanying Exhibit Index. The Plan is not
intended to be qualified under Section 401(a) of the Internal
Revenue Code.
Item 9. Undertakings.
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The Company hereby undertakes:
1. To file, during any period in which offers or
sales are being made, a post-effective amendment
to this Registration Statement:
(a) To include any prospectus required by Section
10(a)(3) of the 1933 Act;
(b) To reflect in the prospectus any facts or
events arising after the effective date of
the Registration Statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the Registration
Statement. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar
value of securities offered would not exceed
that which was registered) and any deviation
from the low or high and of the estimated
maximum offering range may be reflected in
the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price
represent no more than 20 percent change in
the maximum aggregate offering price set
forth in the "Calculation of Registration
Fee" table in the effective registration
statement;
(c) To include any material information with
respect to the plan of distribution not
previously disclosed in the Registration
Statement or any material change to such
information in the Registration Statement;
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<PAGE>
Provided, however, that paragraphs 1.(a) and 1.(b) do
not apply if the information required to be included in
a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to
the Commission by the Company pursuant to Section 13 or
Section 15(d) of the 1934 Act that are incorporated by
reference in the Registration Statement.
2. That for the purpose of determining any liability
under the 1933 Act, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered
therein, and the offering of such securities at
that time shall be deemed to be the initial bona
fide offering thereof.
3. To remove from registration by means of a post-
effective amendment any of the Common Shares being
registered hereby which remain unsold at the
termination of the offering.
4. That, for the purposes of determining any
liability under the 1933 Act, each filing of the
Company's Annual Report pursuant to Section 13(a)
or Section 15(d) of the 1934 Act (and, where
applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of
the 1934 Act) that is incorporated by reference in
the registration statement shall be deemed to be a
new registration statement relating to the
securities offered therein, and the offering of
such securities at that time shall be deemed to be
the initial bona fide offering hereof.
5. That, insofar as indemnification for liabilities
arising under the 1933 Act may be permitted to
directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in
the opinion of the Commission such indemnification
is against public policy as expressed in the 1933
Act and is, therefore, unenforceable. In the
event that a claim for indemnification against
such liabilities (other than the payment by the
Company of expenses incurred or paid by a
director, officer or controlling person of the
Company in the successful defense of any action,
suit or proceeding) is asserted by such director,
officer or controlling person in connection with
the securities being registered, the Company will,
unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the
question whether such indemnification by it is
against public policy as expressed in the 1933 Act
and will be governed by the final adjudication of
such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Chicago, State of Illinois, on the 7th day of
November, 1995.
TELEPHONE AND DATA SYSTEMS, INC.
By: /s/ LeRoy T. Carlson
-----------------------------------
LeRoy T. Carlson
Chairman
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities indicated and on the 7th day
of November, 1995.
/s/ LeRoy T. Carlson Chairman and Director
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LeRoy T. Carlson
/s/ LeRoy T. Carlson, Jr. President and Director (Chief
- -------------------------- Executive Officer)
LeRoy T. Carlson, Jr.
/s/ Murray L. Swanson Executive Vice President-Finance and
- -------------------------- Director (Chief Financial Officer)
Murray L. Swanson
/s/ James Barr III Director
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James Barr III
/s/ Rudolph E. Hornacek Director
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Rudolph E. Hornacek
/s/ Lester O. Johnson Director
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Lester O. Johnson
/s/ Donald C. Nebergall Director
- --------------------------
Donald C. Nebergall
/s/ Herbert S. Wander Director
- --------------------------
Herbert S. Wander
/s/ Walter C.D. Carlson Director
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Walter C.D. Carlson
/s/ Donald R. Brown Director
- --------------------------
Donald R. Brown
/s/ Robert J. Collins Director
- --------------------------
Robert J. Collins
/s/ Gregory J. Wilkinson Vice President and Controller
- -------------------------- (Principal Accounting Officer)
Gregory J. Wilkinson
<PAGE>
EXHIBIT INDEX
The following documents are filed herewith or
incorporated herein by reference.
Exhibit
No. Description
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4.1 Articles of Incorporation of the Company, as amended
(Incorporated herein by reference to Exhibit 1 to the
Company's Report on Form 8-A/A-2, dated December 20,
1994)
4.2 Bylaws of the Company (Incorporated herein by reference
to Exhibit 2 to the Company's Report on Form 8-A/A-2,
dated December 20, 1994)
5 Opinion of Counsel
23.1 Consent of Independent Public Accountants
23.2 Consents of Independent Accountants
23.3 Consent of Counsel (contained in Exhibit 5)
EXHIBIT 5
SIDLEY & AUSTIN
ONE FIRST NATIONAL PLAZA
CHICAGO, ILLINOIS 60603
(312) 853-7000
November 7, 1995
Telephone and Data Systems, Inc.
Suite 4000
30 North LaSalle Street
Chicago, Illinois 60602
Re: Telephone and Data Systems, Inc.
Registration Statement on Form S-8
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Ladies and Gentlemen:
We are counsel to Telephone and Data Systems, Inc., an
Iowa corporation (the "Company"), and have represented the
Company in connection with the Registration Statement on Form S-8
(the "Registration Statement") being filed by the Company with
the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Securities Act"), with respect to the
offer and sale of 10,000 shares, par value $1.00 per share (the
"Common Shares"), of the Company pursuant to the TDS QuEST Award
Program (the "Plan").
In rendering this opinion, we have examined
a copy of the Plan and the Registration Statement, including
the related Prospectus dated the date hereof. We have also
examined and relied upon originals, or copies of originals
certified to our satisfaction, of such agreements, documents,
certificates and other statements of governmental officials and
other instruments, and have examined such questions of law and
have satisfied ourselves as to such matters of fact, as we have
considered relevant and necessary as a basis for this opinion.
We have assumed the authenticity of all documents submitted to us
as originals, the genuineness of all signatures, the legal
capacity of all natural persons and the conformity with the
original documents of any copies thereof submitted to us for our
examination.
Based on the foregoing, we are of the opinion that:
1. The Company is duly incorporated and validly
existing under the laws of the State of Iowa; and
2. The Common Shares will be legally issued, fully
paid and nonassessable when: (i) the Registration Statement shall
have become effective under the Securities Act; (ii) the Common
Shares shall have been duly issued in the manner
contemplated by the Plan; and (iii) certificates representing the
Common Shares shall have been duly executed, countersigned and
registered and duly delivered to the recipients thereof in exchange
for the agreed consideration therefor (not less than the
par value thereof) in accordance with the Plan.
We do not find it necessary for the purposes of this
opinion to cover, and accordingly we express no opinion as to,
the application of the securities or "Blue Sky" laws of the
various states to the issue and delivery of the Common Shares.
Except as expressly stated in the next sentence, this
opinion is limited to the Securities Act to the extent
applicable. Insofar as the opinions expressed above relate to
matters governed by the laws of the State of Iowa, we have not
made an independent examination of such laws, but have relied,
with your consent, as to such laws upon the attached opinion of
Nyemaster, Goode, McLaughlin, Voigts, West, Hansel & O'Brien,
P.C. of Des Moines, Iowa.
The Company is controlled by a voting trust. Walter
C.D. Carlson, a trustee and beneficiary of the voting trust and a
director of the Company and certain subsidiaries of the Company,
Michael G. Hron, the Secretary
<PAGE>
Telephone and Data Systems, Inc.
November 7, 1995
Page 2
of the Company and certain subsidiaries of the Company, William
S. DeCarlo, the Assistant Secretary of the Company and certain
subsidiaries of the Company, Stephen P. Fitzell, the Secretary of
certain subsidiaries of the Company, and Sherry S. Treston, the
Assistant Secretary of certain subsidiaries of the Company, are
partners of this Firm.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to all references to
our Firm in or made a part of the Registration Statement.
Very truly yours,
SIDLEY & AUSTIN
<PAGE>
NYEMASTER, GOODE, McLAUGHLIN, VOIGTS,
WEST, HANSELL & O'BRIEN
1900 Hub Tower
699 Walnut Street
Des Moines, Iowa 50309
(515) 283-3100
November 7, 1995
Sidley & Austin
One First National Plaza
Chicago, Illinois 60603
Re: Telephone and Data Systems, Inc.
Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
We have acted as special Iowa counsel with respect to
the Registration Statement on Form S-8 (the "Registration
Statement") being filed by Telephone and Data Systems, Inc. (the
"Company") with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"),
relating to the registration of 10,000 Shares, $1.00 par value,
of the Company (the "Shares") to be offered and sold pursuant to
the terms of the TDS QuEST Award Program (the "Plan").
In rendering our opinion, we have examined and relied
upon a copy of the Plan, the Registration Statement and the
Prospectus relating to the Plan. We have also examined such
records, documents and questions of law as we have considered
relevant and necessary as a basis for this opinion. As to
matters of fact material to our opinions, we have with your
agreement relied upon certificates of officers of the Company.
We have assumed with your agreement the authenticity of all
documents submitted to us as originals, the conformity with the
original documents of any copies submitted to us for our
examination and the authenticity of the original of any such
copies.
Based on the foregoing, and subject to the foregoing
qualifications and limitations, it is our opinion that:
1. The Company is duly incorporated and validly
existing under the laws of the State of Iowa.
2. The Shares will be legally issued, fully paid and
non-assessable when: (i) the Registration Statement, as
finally amended, shall have become effective under the
Securities Act; (ii) the Shares shall have been duly issued
and sold in the manner contemplated by the Plan; and (iii)
certificates representing the Shares shall have been duly
executed, countersigned and registered and duly delivered to
the purchasers thereof against payment of the agreed
consideration therefor.
We are admitted to the Bar of the State of Iowa, and
express no opinion herein as to the laws of any other
jurisdiction, including the laws of the United States of America.
Except as expressly set forth herein, we express no
opinion, and no opinion is implied or may be inferred, in
connection with the Registration Statement or the issuance of the
Shares. Without limiting the generality of the foregoing, we
express no opinion with respect to the Securities or blue sky
laws of the various states.
This opinion is being delivered solely for the benefit
of the persons to whom it is addressed; accordingly, it may not
be quoted, filed with any governmental authority or other
regulatory agency or otherwise circulated or utilized for any
other purpose without our prior written consent. Sidley & Austin
may refer to or quote
<PAGE>
Sidley & Austin
November 7, 1995
Page 2
from this opinion in its discretion in connection with opinions
it may be requested or required to give in connection with the
Registration Statement.
The undersigned law firm also hereby consents to the
filing of this opinion as an Exhibit to the Registration
Statement and to the use of its name in the Registration
Statement.
Very truly yours,
NYEMASTER, GOODE, McLAUGHLIN,
VOIGTS, WEST, HANSELL & O'BRIEN,
P.C.
By: /s/ Mark C. Dickinson
-----------------------------
Mark C. Dickinson
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to
the incorporation by reference in this Form S-8 Registration
Statement of Telephone and Data Systems, Inc. of our report dated
February 7, 1995 (except with respect to the matters discussed in
Note 12 and Note 14, as to which the date is March 14, 1995), on
the consolidated financial statements of Telephone and Data
Systems, Inc. and Subsidiaries incorporated by reference in the
Telephone and Data Systems, Inc. Form 10-K for the year ended
December 31, 1994, to the incorporation by reference in this Form
S-8 Registration Statement of our report dated February 7, 1995
(except with respect to the matters discussed in Note 12 and Note
14, as to which the date is March 14, 1995), on the financial
statement schedules of Telephone and Data Systems, Inc., included
in the Telephone and Data Systems, Inc. Form 10-K for the year
ended December 31, 1994, and to the incorporation by reference in
this Form S-8 Registration Statement of our compilation report
dated February 17, 1995, on the combined financial statements of
the Los Angeles SMSA Limited Partnership, the
Nashville/Clarksville MSA Limited Partnership and the Baton Rouge
MSA Limited Partnership, included in the Telephone and Data
Systems, Inc. Form 10-K for the year ended December 31, 1994. We
also consent to all references to our Firm included in this Form
S-8 Registration Statement.
ARTHUR ANDERSEN LLP
Chicago, Illinois
November 1, 1995
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in
this Form S-8 Registration Statement of Telephone and Data
Systems, Inc. of our report, which includes explanatory
paragraphs relating to contingencies, dated February 17, 1995, on
our audits of the financial statements of the Los Angeles SMSA
Limited Partnership as of December 31, 1994 and 1993, and for
each of the three years in the period ended December 31, 1994,
included in the Telephone and Data Systems, Inc. Annual Report on
Form 10-K for the year ended December 31, 1994; such financial
statements were not included separately in such Form 10-K.
COOPERS & LYBRAND L.L.P.
Newport Beach, California
November 1, 1995
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in
this Form S-8 Registration Statement of Telephone and Data
Systems, Inc. of our reports dated February 10, 1995, February
11, 1994 and February 11, 1993, on our audits of the financial
statements of the Nashville/Clarksville MSA Limited Partnership
as of December 31, 1994, 1993 and 1992 and for the years ended
December 31, 1994, 1993 and 1992, included in the Telephone and
Data Systems, Inc. Annual Report on Form 10-K for the year ended
December 31, 1994; such financial statements were not included
separately in such Form 10-K.
COOPERS & LYBRAND L.L.P.
Atlanta, Georgia
November 1, 1995
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in
this Form S-8 Registration Statement of Telephone and Data
Systems, Inc. of our reports dated February 10, 1995, February
11, 1994 and February 11, 1993, on our audits of
the financial statements of the Baton Rouge MSA Limited
Partnership as of December 31, 1994, 1993 and 1992 and for the
years ended December 31, 1994, 1993 and 1992, included in the
Telephone and Data Systems, Inc. Annual Report on Form 10-K for
the year ended December 31, 1994; such financial statements were
not included separately in such Form 10-K.
COOPERS & LYBRAND L.L.P.
Atlanta, Georgia
November 1, 1995
