<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12 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)
December 18, 1997
-------------------------------------------------------
(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 /x/.
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).
(Continued on following page)
Page 1 of 8
<PAGE>
SCHEDULE 13D
CUSIP No. 911684108 Page 2 of 8 Pages
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Telephone and Data Systems, Inc.
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) / /
OF A GROUP* (b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
00
- -------------------------------------------------------------------------------
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- -------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Iowa
- -------------------------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY OWNED 70,743,836 shares - includes 33,005,877
BY EACH REPORTING Series A Common Shares which have ten
PERSON WITH votes per share on all matters and are
convertible on a share-for-share basis
into Common Shares and 37,737,959 Common
Shares. See Item 5 for further explanation.
--------------------------------------------------
(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 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 70% of the outstanding
Common Shares of the Issuer for a combined total of approximately 81%
of the Issuer's outstanding classes of capital stock and aproximately
96% of their combined voting power.**
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
HC, CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
** Based on 54,225,781 Common Shares and 33,005,877 Series A Common Shares
outstanding on November 30, 1997.
<PAGE>
SCHEDULE 13D
CUSIP No. 911684108 Page 3 of 8 Pages
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
The Trustees of the Voting Trust under Agreement dated June 30, 1989
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) /x/
OF A GROUP* (b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
00
- -------------------------------------------------------------------------------
(5) CHECK 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 SHARES (7) SOLE VOTING POWER
BENEFICIALLY OWNED -0-
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING POWER
70,743,836 shares - includes 33,005,877
Series A Common Shares which have ten
votes per share on all matters and are
convertible on a share-for-share basis
into Common Shares and 37,737,959 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 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 70% of the outstanding
Common Shares of the Issuer for a combined total of approximately 81%
of the Issuer's outstanding classes of capital stock and aproximately
96% of their combined voting power.**
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
00
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
** Based on 54,225,781 Common Shares and 33,005,877 Series A Common Shares
outstanding on November 30, 1997.
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 4 of 8
This Amendment Number 12 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 relates to the ownership 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, par value $1.00 per share,
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 TRUSTEES OF 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 INFORMATION WITH RESPECT TO ITEMS 2(A) THROUGH 2(F) FOR
TDS AND THE TRUSTEES OF THE TDS VOTING TRUST.
TDS. TDS is an Iowa corporation. 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,
and is developing personal communications services. 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 TRUSTEES OF 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.
To the knowledge of LeRoy T. Carlson, Jr., during the last five years,
none of 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).
To the knowledge of LeRoy T. Carlson, Jr., during the last five years,
none of 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.
The information contained in Item 4 below, is incorporated herein by
reference.
ITEM 4. PURPOSE OF TRANSACTION.
TDS has proposed a transaction to acquire all of the publicly traded
Common Shares of the Issuer which it does not own, in the following manner.
The Board of Directors of TDS has approved a plan to reincorporate TDS as a
Delaware corporation through a merger with Telephone and Data Systems, Inc.,
a Delaware corporation and wholly-owned subsidiary of TDS ("TDS Delaware"),
with TDS Delaware as the surviving corporation. The amended and restated
certificate of incorporation of TDS Delaware will, among other things,
authorize three new classes of common stock, including one class
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 5 of 8
designated as United States Cellular Group Common Shares ("Cellular Group
Shares"). The Cellular Group Shares are intended to reflect the separate
performance of the business of the Issuer. The Cellular Group Shares are
expected to be registered and listed for trading on the American Stock
Exchange. If the shareholders of TDS approve the reincorporation plan,
Cellular Group Shares are expected to be distributed in the form of a stock
dividend to holders of Series A Common Shares and Common Shares of TDS.
Subject to the approval of the reincorporation plan by the shareholders of
TDS and the effectiveness of the merger contemplated therein, TDS has
proposed to the Board of Directors of the Issuer to complete a transaction
pursuant to which TDS would also issue 1.14613 Cellular Group Shares in
exchange for each of the Common Shares of the Issuer which are not owned by
TDS (based on shares outstanding as of November 30, 1997) pursuant to a
merger between a subsidiary of TDS and the Issuer. Following such merger,
the Common Shares of the Issuer presently listed for trading on the American
Stock Exchange would be delisted. Attached hereto as EXHIBIT A is a copy of
the offer letter from TDS to the Board of Directors of the Issuer. This
transaction is further subject to negotiation of mutually agreeable terms,
approval by the board of directors and shareholders of Issuer and certain
other conditions.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(I) TDS.
(a) As of November 30, 1997, TDS may be deemed to beneficially own,
pursuant to Rule 13d-3(d)(1)(i), an aggregate of 70,743,836 Common
Shares which is approximately 70% of such shares outstanding.
This includes 37,737,959 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 37,737,959 Common
Shares and 33,005,877 Series A Common Shares of the Issuer
representing approximately 81% 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 37,737,959
Common Shares and 33,005,877 Series A Common Shares
representing approximately 96% 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 37,737,959 Common Shares
and 33,005,877 Series A Common Shares, representing
approximately 81% of all classes of capital stock
outstanding.
(iv) SHARED POWER TO DISPOSE OR DIRECT THE DISPOSITION:
None.
(c) To the knowledge of LeRoy T. Carlson, Jr., no transactions were
effected during the past sixty days in Common Shares by TDS,
except as disclosed in Item 4, and except as may be attributable
to TDS pursuant to transactions in the ordinary course under
employee benefit plans.
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 6 of 8
(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) 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, and except as
may be attributable to TDS pursuant to transactions in the
ordinary course under employee benefit plans.
(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 November 30, 1997, pursuant to Rule 13d-3(d)(1)(i), The
Voting Trust may be deemed to beneficially own an aggregate
of 70,743,836 Common Shares representing 70% of such shares.
This includes 37,737,959 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 6,334,473 Series A Common Shares of TDS,
representing approximately 91% of the outstanding
TDS Series A Common Shares, and approximately 52% of the
combined voting power of TDS Series A Common Shares and
TDS Common Shares.(FOOTNOTE 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% 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:
_______________
1 Based on 52,633,558 Common Shares of TDS and 6,933,233 Series A Common
Shares outstanding on November 30, 1997.
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 7 of 8
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 37,737,959 Common Shares and 33,005,877
Series A Common Shares of the Issuer, representing 81% 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 except to the
extent disclosed herein.
(d) To the knowledge of LeRoy T. Carlson, Jr., no person other than
TDS 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 6,334,473 TDS Series A Common
Shares held in The Voting Trust, representing 91% of the outstanding TDS
Series A Common Shares, and approximately 52% 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% of the
combined voting power of the Issuer.
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.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The Voting Trust Agreement dated June 30, 1989, as amended, is hereby
incorporated by reference to Exhibit 9.1 to the Annual Report on Form 10-K for
the year ended December 31, 1996 of United States Cellular Corporation.
* * * * * *
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 8 of 8
JOINT FILING AGREEMENT
The undersigned hereby agree and consent, pursuant to Rule
13d-1(f)(1), to the joint filing of all Schedules 13D and/or Schedules 13G
(including any amendments thereto) on behalf of such parties.
SIGNATURES
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 December 18, 1997.
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.
President and Chief Executive As Trustee and Attorney-in-Fact
Officer for other Trustees*
*Pursuant to Joint Filing Agreement and Power
of Attorney previously filed with the
Securities and Exchange Commission and
incorporated by reference herein.
Signature Page to the 12th 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
Issuer: United States Cellular Corporation
Page 1 of 5 of Appendix A
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 5 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
(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
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 3 of 5 of Appendix A
(VI) (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
(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 4 of 5 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:
Letitia G.C. Carlson
(b) RESIDENCE ADDRESS:
7604 Fairfax Road
Bethesda, Maryland 20814
(c) PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT:
Medical Doctor
(d) CITIZENSHIP:
United States
(XI) (a) NAME:
George W. Off
(b) BUSINESS ADDRESS:
Catalina Marketing Group
11300 Ninth Street North
St. Petersburg, Florida 33716
(c) PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT:
President and Chief Executive Officer of Catalina Marketing
Corporation
(d) CITIZENSHIP:
United States
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 5 of 5 of Appendix A
(XII) (a) NAME:
Martin L. Solomon
(b) BUSINESS ADDRESS:
2665 South Bayshore Drive, Suite 906
Coconut Grove, Florida 33133
(c) PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT:
Private Investor
(d) CITIZENSHIP:
United States
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 1 of 6 of Appendix B
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 6 of Appendix B
(III) (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
(IV) (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
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 3 of 6 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, an over 80%-owned subsidiary of Telephone and
Data Systems, Inc.
(d) CITIZENSHIP:
United States
(VI) (a) NAME:
Donald W. Warkentin
(b) BUSINESS ADDRESS:
Aerial Communications, Inc.
8410 West Bryn Mawr Avenue
Suite 1100
Chicago, Illinois 60631
(c) PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT:
President of Aerial Communications, Inc., an over 80%-owned
subsidiary of Telephone and Data Systems, Inc.
(d) CITIZENSHIP:
United States
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 4 of 6 of Appendix B
(VII) (a) NAME:
Terrence T. Sullivan
(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 over-80% owned subsidiary
of Telephone and Data Systems, Inc.
(d) CITIZENSHIP:
United States
(VIII) (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
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 5 of 6 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
(XI) (a) NAME:
Michael K. Chesney
(b) BUSINESS ADDRESS:
1014 South Briarcliffe Circle
Maryville, Tennessee 37803
(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 6 of Appendix B
(XII) (a) NAME:
Byron A. Wertz
(b) BUSINESS ADDRESS:
Telephone and Data Systems, Inc.
8000 West 78th Street, Suite 400
Minneapolis, Minnesota 55439
(c) PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT:
Vice President - Corporate Development of Telephone and Data
Systems, Inc.
(d) CITIZENSHIP:
United States
(XIII) (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
(XIV) (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 Telephone and Data Systems, Inc.
(d) CITIZENSHIP:
United States
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 1 of 2 of Appendix C
APPENDIX C
TRUSTEES OF THE VOTING TRUST
(I) (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
(II) (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
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 2 of 2 of Appendix C
(III) (a) NAME:
Letitia G.C. 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:
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
(V) (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
Page 1 of 1 of Appendix D
APPENDIX D
NUMBER OF SHARES PERCENTAGE OF
BENEFICIALLY CLASS
OWNED AT OF THE ISSUER'S
NAME DECEMBER 18,1997 COMMON SHARES
---- ---------------- ---------------
James Barr, III -- --
Donald R. Brown -- --
LeRoy T. Carlson 1,243 *
LeRoy T. Carlson, Jr. (1) -- --
Walter C.D. Carlson 508 *
Letitia G.C. Carlson -- --
Michael K. Chesney -- --
George L. Dienes -- --
C. Theodore Herbert (1) 706 *
Rudolph E. Hornacek -- --
Michael G. Hron (1) -- --
Donald C. Nebergall 500 *
H. Donald Nelson 75,299 *
George W. Off 500 *
Martin L. Solomon -- --
Murray L. Swanson -- --
Terrence T. Sullivan -- --
Herbert S. Wander -- --
Byron A. Wertz 100 *
Gregory J. Wilkinson 1,052 *
------ ---
Total 79,908 *
====== ===
_______________
* Less than 1%
1 Messrs. Carlson, Jr., Herbert and Hron are members of the investment
management committee of the Telephone and Data Systems, Inc., Tax-Deferred
Savings Plan (the "Plan"). As of November 30, 1997, the Plan was the record
holder of 214,449 United States Cellular Corporation Common Shares. In
accordance with the position of the SEC's Division of Corporation Finance,
such persons may be deemed to beneficially own Common Shares held by the Plan
because they may be deemed to have investment or voting power over such
shares. Such persons disclaim beneficial ownership of such shares, except as
reported herein.
<PAGE>
EXHIBIT A
[TDS Letterhead]
December 17, 1997
To the Board of Directors of
United States Cellular Corporation
Gentlemen:
As you know, the Board of Directors of Telephone and Data Systems, Inc.
("TDS"), has approved a plan to reincorporate TDS as a Delaware corporation
and to issue so-called tracking shares to reflect the separate performance of
each of TDS's principal business units. A copy of the preliminary proxy
statement/prospectus which was filed by TDS with the Securities and Exchange
Commission is delivered herewith for your reference. The reincorporation
plan contemplates the issuance by TDS of United States Cellular Group Common
Shares ("Cellular Group Shares") to reflect the performance of the United
States Cellular Group of TDS which would primarily include TDS's interest in
United States Cellular Corporation ("USCC"). In connection with the
reincorporation, the Board of Directors of TDS believes it would be in the
best interest of all shareholder constituencies within the TDS family of
companies if there were a single publicly traded security reflecting the
performance of each business unit. Therefore, TDS proposes that it acquire
100% of the issued and outstanding Common Shares of USCC (not owned by TDS)
in a merger transaction with a subsidiary of TDS.
TDS hereby offers to exchange 1.14613 Cellular Group Share for each
outstanding Common share of USCC (other than the shares held by TDS). This
exchange ratio was determined based on the number of USCC Common Shares
outstanding as of November 30, 1997, and would result in each shareholder of
USCC Common Shares (other than TDS) retaining his or her present
proportionate interest in USCC, but through ownership of Cellular Group
Shares of TDS. The merger would, of course, by subject to various conditions
including the approval of the reincorporation by TDS shareholders,
negotiation of the other terms of a merger agreement between TDS and USCC
(including satisfactory resolution of the impact on USCC's outstanding LYONs
as a consequence of the merger), approval of the merger by the Board of
Directors of TDS, and approval of the merger by the Board of Directors and
the shareholders of USCC. The Cellular Group Shares will be listed on the
American Stock Exchange. We look forward to working on this transaction with
your designated representatives.
Very truly yours,
/s/ LeRoy T. Carlson
----------------------------
LeRoy T. Carlson
Chairman
