FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 1, 1997
----------------
TELEPHONE AND DATA SYSTEMS, INC.
--------------------------------
(Exact name of registrant as specified in its charter)
Iowa 1-8251 36-2669023
---- ------ ----------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
30 North LaSalle Street, Chicago, Illinois 60602
- ---------------------------------------------- -------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 630-1900
Not Applicable
--------------
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events.
-------------
On December 1, 1997, the Company and its subsidiary, United States
Cellular Corporation [AMEX:USM], entered into an agreement with AirTouch
Communications, Inc. [NYSE:ATI] to sell its cellular systems serving Seattle and
Olympia, Washington; Tucson, Arizona; Duluth, Minnesota; and rural areas in
Arizona, Colorado and Idaho in exchange for approximately 5,000,000 shares of
AirTouch's common stock and approximately $50 million in cash.
This Current Report on Form 8-K is being filed for the purpose of
filing the news release issued by United States Cellular Corporation relating to
such announcement as an exhibit.
Item 7. Financial Statements and Exhibits
---------------------------------
Exhibits
--------
The exhibits accompanying this report are listed in the accompanying
Exhibit Index.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereto duly authorized.
Telephone and Data Systems, Inc.
(Registrant)
Date: December 3, 1997
By: /s/ GREGORY J. WILKINSON
------------------------------
Gregory J. Wilkinson
Vice President and Controller
(principal accounting officer)
3
<PAGE>
EXHIBIT INDEX
Exhibit Number Description of Exhibit
- -------------- ----------------------
99 News Release dated December 1, 1997
4
<PAGE>
Exhibit 99
FOR RELEASE: IMMEDIATE CONTACT:
Kenneth R. Meyers, USM (773) 399-8900
Susan Rosenberg, ATI-Public Relations (415) 658-2209
April Walden, ATI-Investor Relations (415) 658-2033
Cathy Fowler, UMG (303) 793-6509
UNITED STATES CELLULAR AND TELEPHONE AND DATA SYSTEMS, INC.
TO SELL MINORITY INTERESTS TO AIRTOUCH
December 1, 1997, Chicago, Illinois -- United States Cellular Corporation
[AMEX:USM] announced that AirTouch Communications, Inc. [NYSE:ATI] will acquire
interests owned by USM and its parent organization, Telephone and Data Systems,
Inc. [AMEX:TDS], in cellular systems serving Seattle and Olympia, Washington;
Tucson, Arizona; Duluth, Minnesota; and rural areas in Arizona, Colorado and
Idaho. ATI will issue approximately 5,000,000 shares of its common stock and
approximately $50 million in cash to USM and TDS in exchange for these
interests, which represent approximately 900,000 pops (the population of a
market multiplied by a company's ownership interest in a cellular licensee in
that market). The transactions involving ATI common stock are structured as
tax-free mergers.
The interests being sold to ATI by TDS were subject to an existing purchase
agreement between USM and TDS. TDS will retain the ATI common stock it receives
from this sale, approximately 1,000,000 shares, and pay USM approximately $20
million to terminate those purchase rights. In exchange for the interests it
will sell to ATI, USM will receive the remaining 4,000,000 shares of ATI common
stock and approximately $50 million in cash.
The consummation of certain of the sale transactions will also resolve pending
litigation between USM, U S WEST Media Group [NYSE:UMG] and ATI, arising out of
UMG's cellular joint venture with ATI. UMG is a partner with USM or TDS in each
of the partnerships involved in the sale.
Headquartered in Chicago, USM manages and invests in cellular systems throughout
the United States. As of October 31, USM owned interests representing
approximately 25.9 million pops, making it the eighth largest cellular telephone
company in the United States based on pops. USM managed operational systems
serving 142 markets as of that date.
AirTouch Communications, Inc. is a global wireless communications company, with
interests in cellular, paging, and personal communications services in the
United States, Belgium, Germany, India, Italy, Japan, Poland, Portugal, Romania,
South Korea, Spain, and Sweden, as well as an interest in the Globalstar
satellite system. The company, based in San Francisco, serves nearly 10 million
proportionate customers worldwide.
5
<PAGE>
U S WEST Media Group, one of America's largest broadband communications
companies, is involved in domestic and international cable and telephony,
wireless communications, and directory and information services. For 1996, U S
WEST Media Group had proportionate pro forma revenue of $8.1 billion. Parent U S
WEST has proposed splitting into separate public companies by year-end 1998,
pending shareowner and other approvals.
Internet Home Pages:
USM - http://www.uscc.com
TDS - http://www.teldta.com
ATI - http://www.airtouch.com
UMG - http://www.uswest.com
6
<PAGE>
