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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Ninth 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.
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 31, 1996
_______________________________________________________________
(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 69,395,172 - Includes
NUMBER OF 33,005,877 Series A Common Shares which have
BENEFICIALLY ten votes per share on all matters and are
OWNED BY convertible on a share-for-share basis into
EACH Common Shares and 36,389,295 Common Shares.
REPORTING See Item 5 for further explanation.
PERSON
WITH 8 SHARED VOTING POWER
-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 69.0% of the outstanding Common Shares of
the Issuer for a combined total of approximately 80.9% of the Issuer's
outstanding classes of capital stock and approximately 95.7% 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 52,735,729 Common Shares and 33,005,877 Series A Common
Shares outstanding on January 31, 1996.
<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
7 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER 69,395,172 - Includes
EACH 33,005,877 Series A Common Shares which
REPORTING have ten votes per share on all matters
PERSON and are convertible on a share-for-share
WITH basis into Common Shares and 36,389,295
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 69.0% of the outstanding Common Shares of
the Issuer for a combined total of approximately 80.9% of the Issuer's
outstanding classes of capital stock and approximately 95.7% 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 52,735,729 Common Shares and 33,005,877 Series A Common
Shares outstanding on January 31, 1996.
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 4 of 9
This Amendment Number 9 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, 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 April 17, 1995, an aggregate of 284,032 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 a certain
licensee for a certain Rural Service Area ("RSA") pursuant to an Exchange
Agreement dated as of
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 5 of 9
December 23, 1993. The implicit price per share was $29.50, which was determined
by using the average closing price of the Common Shares on the American Stock
Exchange (the "AMEX") for the five trading days immediately preceding April 17,
1995.
As of May 18, 1995, an aggregate of 3,460 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 minority interest holdings in a
certain licensee for a certain Metropolitan Statistical Area pursuant to an
Exchange Agreement dated March 27, 1995. The implicit price per share was
$31.74, which was determined by using the average closing price of the Common
Shares of the Issuer on the AMEX for the five trading days ending on the third
day prior to May 18, 1995.
As of January 23, 1996, and aggregate of 456,220 Common Shares
were issued to TDS in consideration of the assignment of TDS's right, title and
interest in and RSA pursuant to an Exchange Agreement dated as of October 21,
1994. The implicit price per share was $31.85, which was determined by using the
average closing price of the Common Shares of the Issuer on the AMEX for the
five trading days ending on October 18, 1994.
As of January 30, 1996, an aggregate of 1,264,117 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 October 9,
1995. The implicit price per share as $33.56, which was determined by using the
average closing price of the Common Shares of the Issuer on the AMEX for the
twenty trading days immediately preceding the ten trading days prior to January
30, 1996.
As of January 31, 1996, an aggregate of 621,904 Common Shares
were issued to TDS in connection with the conversion of 51,107 Series C
Preferred Shares of the Issuer and 44,865 Series D Preferred Shares of the
Issuer. The stated price per share of each series is $100.00.
TDS and Merrill Lynch & Co. ("ML") have entered into a
Securities Loan Agreement, which provides that, subject to certain restrictions,
ML may, with the agreement of TDS, from time to time borrow, return and reborrow
from TDS up to 750,000 Common Shares, par value $1.00 per share, of the Issuer,
which number may be reduced from time to time by TDS.
TDS, ML and the Issuer have also entered into a Registration
Rights Agreement that provides, among other things, that USM will keep the
registration statement relating to such Common Shares continuously effective in
order to permit TDS and ML to use the prospectus in connection with any
offering, sale or delivery of such Common Shares which may be borrowed by ML
from TDS from time to time under the Securities Loan Agreement.
As of January 31, 1996, TDS is not expected to acquire
additional Common Shares. However, 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).
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 6 of 9
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 31, 1996, TDS may be deemed to
beneficially own, pursuant to Rule
13d-3(d)(1)(i), an aggregate of 69,395,172
Common Shares which is approximately 80.9%
of such shares outstanding. This includes
36,389,295 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 36,389,295 Common Shares and
33,005,877 Series A Common Shares of
the Issuer representing
approximately 80.9% 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 36,389,295 Common
Shares and 33,005,877 Series A
Common Shares representing
approximately 95.7% 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
36,389,295 Common Shares and
33,005,877 Series A Common Shares,
representing approximately 80.9% of
all classes of capital stock
outstanding.
(iv) Shared Power to Dispose or Direct the Disposition:
None.
(c) Pursuant to Exchange Agreements by and
between TDS and the Issuer, dated as of
December 31, 1990, and March 25, 1991,
respectively, TDS acquired an aggregate of
273,420 Common Shares of the issuer at a
price of $32.375 per share. Such shares were
delivered by TDS to holders of TDS Preferred
Shares pursuant to the redemption of such
preferred shares.
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 7 of 9
(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 September 30, 1995, H. Donald Nelson, an
Executive Officer of TDS, acquired 170.9
Common Shares of the Issuer pursuant to the
Issuer's 401(k) Plan. The price per share
was $36.50. Other than the foregoing
transaction, 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 January 31, 1996, pursuant to Rule
13d-3(d)(1)(i), The Voting Trust may be
deemed to beneficially own an aggregate of
69,395,172 Common Shares representing 80.9%
of such shares. This includes 36,389,295
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
6,269,174.2 Series A Common Shares
of TDS, representing approximately
90.9% of the outstanding TDS Series
A Common Shares, and approximately
51.4% 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 95.7% of
the combined voting power of
- --------
1 Based on 53,019,269 Common Shares of TDS and 6,893,102 Series A Common
Shares outstanding on January 31, 1996.
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 8 of 9
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 Trust trustees share the
power to direct the disposition of
36,389,295 Common Shares and
33,005,877 Series A Common Shares of
the Issuer, representing 80.9% 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 6,269,174.2 TDS Series
A Common Shares held in The Voting Trust, representing 90.9% of the outstanding
TDS Series A Common Shares, and approximately 51.4% 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 95.7% 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 31, 1996.
TELEPHONE AND DATA SYSTEMS, INC. THE VOTING TRUST
By:/s/ LeRoy T. Carlson, Jr. By:/s/ LeRoy T. Carlson, Jr.
------------------------------- ---------------------------
LeRoy T. Carlson, Jr. LeRoy T. Carlson, Jr.
Title: President and Chief Executive Officer Title: Trustee
Signature Page to the Ninth 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:
Director of TDS
(d) Citizenship:
United States
* * * * *
<PAGE>
Schedule 13D Appendix B
Issuer: United States Cellular Corporation
Page 1 of 8 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 8 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 8 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 82.3% owned
subsidiary of Telephone and Data Systems, Inc.
(d) Citizenship:
United States
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 4 of 8 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 8 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 8 of Appendix B
(XI) (a) Name:
Michael K. Chesney
(b) Business Address:
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 8 of Appendix B
(XIII) (a) Name:
Donald Warkentin
(b) Business Address:
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c) Present Principal Occupation or Employment:
President of American Portable Telecom, Inc.,
a wholly-owned subsidiary of Telephone and Data
Systems, Inc.
(d) Citizenship:
United States
(XIV) (a) Name:
Scott H. Williamson
(b) Business Address:
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c) Present Principal Occupation or Employment:
Vice President - Acquisitions of Telephone and Data
Systems, Inc.
(d) Citizenship:
United States
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 8 of 8 of Appendix B
(XV) (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
and Secretary of TDS
(d) Citizenship:
United States
(XVI) (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
and Assistant Secretary of TDS
(d) Citizenship:
United States
* * * * *
<PAGE>
Schedule 13D Appendix C
Issuer: United States Cellular Corporation
Page 1 of 3 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 3 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
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page3 of 3 of Appendix C
(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 31, 1996 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>
