UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11 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)
November 4 , 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 |_|.
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 OF A GROUP* (a) |_|
(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
Iowa
7 SOLE 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
NUMBER OF into Common Shares and 37,737,959 Common Shares. See Item 5
SHARES for further explanation.
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 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 71% 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 approximately 96% of their
combined voting power.**
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
**Based on 53,227,678 Common Shares and 33,005,877 Series A Common
Shares outstanding on October 31, 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 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 - 70,743,836 shares - Includes
EACH 33,005,877 Series A Common Shares which have ten votes per
REPORTING share on all matters and are convertible on a
PERSON share-for-share basis into Common Shares and 37,737,959
WITH 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 persons may be
deemed to beneficially own 100% of the outstanding Series A Common Shares
of the Issuer and approximately 71% 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 approximately 96% of their
combined voting power.**
14 TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
**Based on 53,227,678 Common Shares and 33,005,877 Series A Common
Shares outstanding on October 31, 1997.
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 4 of 8
This Amendment Number 11 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, 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.
-------------------------------------------------
As of November 4, 1997, an aggregate of 996,488 Common Shares 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
pursuant to an Exchange Agreement dated October 6, 1997. The
implicit price per share was $32.60, 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 November 3, 1997.
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 5 of 8
Item 4. Purpose of Transaction.
----------------------
The information contained in the first Item 3, is incorporated herein
by reference.
(a) - (j) - None.
TDS acquired such shares to increase its equity ownership in the
Issuer.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(I) TDS.
---
(a) As of November 4, 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 71% 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
3, 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 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.
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 6 of 8
(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 October 31, 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 71% 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.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:
-----------
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.
- -----------------------
1 Based on 52,633,558 Common Shares of TDS and 6,933,233 Series A Common
Shares outstanding on October 31, 1997.
<PAGE>
Schedule 13D
Issuer: United States Cellular Corporation
Page 7 of 8
(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, 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 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 November 4, 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 Officer As Trustee and Attorney-in-
Fact 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 11th 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
Benefically Class
Owned at of the Issuer's
Name November 4, 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 4, 1997, the Plan was the record
holder of 136,895 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>
