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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Sixth 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)
January 17, 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 64,449,624 -Includes 33,005,877
NUMBER OF Series A Common Shares which have ten votes
SHARES per share on all matters and are convertible
BENEFICIALLY on a share-for-share basis into Common Shares
OWNED BY and 31,443,747 Common Shares. See Item 5 for
EACH further explanation.
REPORTING
PERSON 8 SHARED VOTING POWER
WITH -0-
9 SOLE DISPOSITIVE POWER
Same as 7 above.
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Same as 7 above.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Reporting person
beneficially owns 100% of the outstanding Series A Common Shares of
the Issuer and approximately 68.0% of the outstanding Common Shares
of the Issuer for a combined total of approximately 81.4% of the
Issuer's outstanding classes of capital stock and approximately 96.1%
of their combined voting power. **
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
**Based on 46,208,692 Common Shares and 33,005,877 Series A Common Shares
outstanding on January 17, 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 64,449,624 - Includes
EACH 33,005,877 Series A Common Shares which have
REPORTING ten votes per share on all matters and are
PERSON convertible on a share-for-share basis into
WITH Common Shares and 31,443,747 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 68.0% of the outstanding Common Shares
of the Issuer for a combined total of approximately 81.4% of the
Issuer's outstanding classes of capital stock and approximately 96.1%
of their combined voting power. **
14 TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
**Based on 46,208,692 Common Shares and 33,005,877 Series A Common Shares
outstanding on January 17, 1995
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 4 of 9
This Amendment Number 6 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 August 30, 1994, an aggregate of 804 Common Shares
which, individually, constituted a non-material increase in the
percentage of the class of shares beneficially owned by TDS,
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 5 of 9
were issued to TDS in consideration for the assignment of TDS's
right, title and interest in minority interest holdings in a
certain MSA pursuant to an Exchange Agreement dated as of August
22, 1994. The implicit price per share was $26.90, 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 July 27, 1994.
As of January 17, 1995, an aggregate of 569,951 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 June 3, 1994. The implicit price per share
was $32.70, 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 January 17, 1995.
As of January 17, 1995, TDS is expected to acquire
additional Common Shares pursuant to Exchange Agreements and the
conversion of the Issuer's Preferred Shares into Common Shares by
TDS. Based on the five day average closing prices of TDS's and
the Issuer's Common Shares as of January 16, 1995, 1,814,925
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
respective acquisitions. It is expected that the pending
acquisitions discussed in this Item 3 will close on or before
July 17, 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.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(I) TDS.
(a) As of January 17, 1995, TDS may be deemed to
beneficially own, pursuant to Rule 13d-3(d)(1)(i),
an aggregate of 64,449,624 Common Shares which is
approximately 81.4% of such shares outstanding.
This includes 31,443,747 Common Shares and
33,005,877 Series A
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 6 of 9
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 31,443,747
Common Shares and 33,005,877 Series A Common
Shares of the Issuer representing approximately
81.4% 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
31,443,747 Common Shares and 33,005,877 Series A
Common Shares representing approximately 96.7% 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 31,443,747 Common
Shares and 33,005,877 Series A Common Shares,
representing approximately 81.4% 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.
(II) Directors and Executive Officers of TDS.
---------------------------------------
(a)-(b) See Appendix D attached hereto and
incorporated herein by reference.
(c) On December 31, 1994, H. Donald Nelson, an
Executive Officer of TDS, acquired 627.7 Common
Shares of the Issuer pursuant to the Issuer's
401(k) Plan. The price per share was $ 16.15.
Other than the foregoing transaction, to the
knowledge of LeRoy T. Carlson, Jr.,
<PAGE>
Schedule 13D
Issuer: Unted States Cellular Corporation
Page 7 of 9
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 January 17, 1995, pursuant to Rule 13d-
3(d)(1)(i), The Voting Trust may be deemed to
beneficially own an aggregate of 64,449,624 Common
Shares representing 81.4% of such shares. This
includes 31,443,747 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
6,252,335.6 Series A Common Shares of TDS,
representing approximately 90.8% of the
outstanding TDS Series A Common Shares, and
approximately 53.0% 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 96.1% of the
combined voting power of the Issuer (see
above discussion concerning beneficial
ownership of the Issuer by TDS).
(iii) Sole Power to Dispose or Direct the
Disposition:
-----------
None.
(iv) Shared Power to Dispose or Direct the
Disposition:
-----------
The information contained in Item
5.III(b)(ii) above is incorporated herein by
reference. Through the ability to direct a
majority of the combined voting power of TDS,
The Voting
- -------------------------------
(1) Based on 49,196,332 Common Shares of TDS and 6,886,684
Series A Common Shares outstanding on January 17, 1995.
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 8 of 9
Trust trustees share the power to direct the
disposition of 31,443,747 Common Shares and
33,005,877 Series A Common Shares of the
Issuer, representing 81.4% 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 6,252,335.6 TDS
Series A Common Shares held in The Voting Trust, representing
90.8% of the outstanding TDS Series A Common Shares, and
approximately 53.0% 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 96.1% 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 January 17, 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, Jr.
Title: President and Chief Title: Trustee
Executive Officer
Signature Page to the Sixth 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:
------------------------------------------
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., a 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:
------------------------------------------
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
Madison, 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:
----------------
30 North LaSalle Street
Chicago, Illinois 60602
(c) Present Principal Occupation or Employment:
------------------------------------------
Vice President - Corporate Development of TDS
(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 TDS
(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 January 17, 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>
