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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
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OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 1-8251
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TELEPHONE AND DATA SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
Iowa 36-2669023
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State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
30 North LaSalle Street, Chicago, Illinois 60602
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 630-1900
Not Applicable
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(Former address of principal executive offices) (Zip Code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at October 31, 1997
Common Shares, $1 par value 52,633,558 Shares
Series A Common Shares, $1 par value 6,933,233 Shares
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<PAGE>
TELEPHONE AND DATA SYSTEMS, INC.
3RD QUARTER REPORT ON FORM 10-Q
INDEX
Page No.
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Part I. Financial Information
Management's Discussion and Analysis of
Results of Operations and Financial Condition 2-13
Consolidated Statements of Income -
Three Months and Nine Months Ended
September 30, 1997 and 1996 14
Consolidated Statements of Cash Flows -
Nine Months Ended September 30, 1997 and 1996 15
Consolidated Balance Sheets -
September 30, 1997 and December 31, 1996 16-17
Notes to Consolidated Financial Statements 18-22
Part II. Other Information 23
Signatures 24
<PAGE>
PART I. FINANCIAL INFORMATION
TELEPHONE AND DATA SYSTEMS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION
Telephone and Data Systems, Inc. ("TDS" or the "Company") is a diversified
telecommunications company which provides high-quality telecommunications
services to over 2.7 million cellular telephone, local telephone, personal
communications service ("PCS") and radio paging customer units. TDS's long-term
business development strategy is to expand its operations through internal
growth and acquisitions, and to explore and develop telecommunications
businesses that management believes utilize TDS's expertise in customer-based
telecommunications.
During the first nine months of 1997, U.S. Cellular continued with strong growth
in customers, revenues and earnings, Aerial launched service in all of its
markets, TDS Telecom continued with steady growth and American Paging continued
its turnaround efforts. Revenues increased 24% primarily as a result of a 23%
increase in customer units. The commencement of PCS operations significantly
reduced operating cash flows, operating income and net income as compared to the
first nine months of 1996. Strong increases in cash flow from U.S. Cellular and
solid growth from TDS Telecom were offset by Aerial's start-up activities which
resulted in an 11% decline in operating cash flow and a 62% decline in operating
income. Net income to common declined 79% to $24.0 million as a result of the
losses incurred in the start-up of the PCS markets and smaller gains on the sale
of cellular interests and other investments.
United States Cellular Corporation ("U.S. Cellular"), TDS's 80.9%-owned cellular
subsidiary, continued its rapid growth during the first nine months of 1997.
Customer units increased 44% to 1,357,000. The increase in customer units
resulted in a 29% increase in revenues, a 33% increase in operating cash flow
and a 47% increase in operating income.
TDS Telecommunications Corporation ("TDS Telecom"), TDS's wholly owned telephone
subsidiary, continued to provide solid growth with a 17% increase in revenues, a
10% increase in operating cash flow and a 4% increase in operating income.
Telephone access lines increased by 6% to 506,600.
Aerial Communications, Inc. ("Aerial"), TDS's 82.6%-owned PCS subsidiary,
launched service in all six of its markets between March and June of 1997.
Customer units totaled nearly 65,000 at September 30, 1997. Aerial's revenues
and expenses incurred subsequent to the launching of service have been included
in operating income. Operating cash flow was a negative $96.3 million while
operating loss totaled $116.2 million. Costs incurred prior to the launch of
service, (PCS development costs included in "Investment and Other Income
(Expense)") totaled $21.6 million in 1997 and $24.3 million in 1996.
American Paging, Inc. ("American Paging"), TDS's 82.0%-owned paging subsidiary,
reported a 1% increase in units in service to 792,800. Revenues declined by 9%
primarily as a result of competitive pricing pressures. Operating loss totaled
$24.8 million for the first nine months of 1997.
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RESULTS OF OPERATIONS
Nine Months Ended 9/30/97 Compared to Nine Months Ended 9/30/96
Telephone and Data Systems, Inc. reported net income available to common of
$24.0 million, or $.40 per share, in the first nine months of 1997, compared to
$115.3 million, or $1.89 per share, in the first nine months of 1996. Net income
available to common from U.S. Cellular and TDS Telecom increased 62% to $114.8
million, or $1.90 per share, in the first nine months of 1997, from $70.7
million, or $1.16 per share, in the first nine months of 1996. Aerial's PCS
development and start-up activities reduced net income and earnings per share by
$79.7 million, or $1.32 per share, in 1997 and $8.7 million, or $.14 per share,
in 1996. American Paging's activities reduced net income and earnings per share
by $23.5 million, or $.39 per share, in 1997 and $10.5 million, or $.17 per
share in 1996. Net income included gains on the sale of cellular interests and
other investments of $12.5 million, or $.21 per share in 1997 and $63.7 million,
or $1.04 per share in 1996.
The table below summarizes the effects of the business units and gains (along
with the related impact of income taxes and minority interest) on net income
available to common and earnings per share.
Nine Months Ended September 30,
-------------------------------
1997 1996
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(Dollars in thousands,
except per share amounts)
Net Income Available to Common
U.S. Cellular and TDS Telecom $ 114,836 $ 70,748
Aerial (79,709) (8,711)
American Paging (23,542) (10,474)
Gains 12,450 63,718
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$ 24,035 $ 115,281
============= =============
Earnings Per Share
U.S. Cellular and TDS Telecom $ 1.90 $ 1.16
Aerial (1.32) (.14)
American Paging (.39) (.17)
Gains .21 1.04
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$ .40 $ 1.89
============= =============
Operating Revenues increased 24% ($209.1 million) during the first nine months
of 1997 primarily as a result of a 23% increase in customer units served to over
2.7 million units at September 30, 1997. U.S. Cellular contributed 67% ($140.8
million) of the total increase in revenues and most of the increase in customer
units, while TDS Telecom contributed 24% ($49.9 million) and Aerial contributed
12% ($25.8 million) of the total increase in revenues.
U.S. Cellular revenues increased 29% ($140.8 million) in 1997 on a 44% increase
in customer units and strong inbound roaming revenues. Cellular customers
increased to 1,357,000 at September 30, 1997 from 940,000 at September 30, 1996.
Total average monthly service revenue per customer was $56.58 in the first nine
months of 1997 and $64.96 in 1996. Average monthly service revenue per customer
continues to decline due to roaming revenues increasing at a slower rate than
the U.S. Cellular customer base, competitive pricing pressures, incentive
programs and consumer market penetration.
Local retail revenue increased 36% ($107.6 million) in the first nine months of
1997 due primarily to the 44% customer growth. Average monthly local retail
revenue per customer was $37.30 in the
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first nine months of 1997 and $40.54 in 1996. Average local minutes of use per
retail customer decreased slightly to 105 in 1997 from 106 in 1996, while
average local retail revenue per minute totaled $.36 in 1997 compared to $.38 in
1996. U.S. Cellular's increasing use of incentive programs that encourage
lower-priced weekend and off-peak usage, in order to stimulate overall usage and
the increased amounts of bill credits given to customers as incentives to become
or remain customers resulted in the decrease in average monthly local retail
revenue per minute which in turn caused the decrease in average monthly local
retail revenue per customer. Inbound roaming revenue (charges to customers of
other systems who use U.S. Cellular's cellular systems when roaming) increased
17% ($23.9 million) in the first nine months of 1997. The growth in roaming
revenue is due to a 28% increase in minutes used offset somewhat by negotiated
reductions in roaming rates. Average inbound roaming revenue per minute totaled
$.86 in 1997 and $.93 in 1996. Average monthly inbound roaming revenue per
customer was $14.97 in 1997 compared to $18.88 in 1996. The decrease is related
to the faster growth of U.S. Cellular's customer base as compared to the growth
of inbound roaming revenues.
Beginning on January 1, 1997, U.S. Cellular changed its income statement
presentation of certain credits for free or reduced-price air time or access
given to customers on their monthly bills. The foregone revenues are now
reported as a reduction of local retail revenue instead of marketing and selling
expense (for new customers) and general and administrative expense (for current
customers). Amounts in the affected revenue and expense categories have been
reclassified for previous years, throughout this Form 10-Q. Operating income and
net income are not affected by this change.
TDS Telecom revenues increased 17% ($49.9 million) in 1997 due to growth in
telephone operations ($32.0 million) and growth in other operations ($17.9
million). Telephone operations revenues increased as a result of the effects of
recovery of increased costs of providing long-distance services ($9.7 million),
acquisitions ($8.1 million), internal access line growth ($4.4 million),
increased network usage ($4.1 million) and increased sale of customer premise
equipment ($3.1 million). The number of telephone access lines increased 6% to
506,600 at September 30, 1997 from 479,700 at September 30, 1996. Average
monthly revenue per access line increased to $67.90 for the first nine months of
1997 from $66.16 in 1996. Other operations include the revenues of a
long-distance provider, a recently acquired cellular interest as well as TDS
Telecom's new business ventures which include an Internet access provider and a
structured wiring business. The increase in other operations revenues is
primarily related to the effects of the acquisition of the cellular interest
($11.2 million) and from the Internet access provider and the structured wiring
business ($5.3 million).
Aerial revenues totaled $25.8 million in 1997 consisting of service revenues of
$12.9 million and equipment sales revenues of $12.9 million for units sold to
retailers, independent agents and customers. At September 30, 1997, Aerial had
nearly 65,000 customers in service. Average revenue per unit was over $70.00 for
the third quarter of 1997, the first full quarter of operations.
American Paging revenues decreased 9% ($7.4 million) in 1997 due to competitive
pricing declines, a decrease in the average number of units in service and lower
equipment sales revenue. Average revenue per unit decreased 6% to $9.31 in 1997
from $9.92 in 1996. As of September 30, 1997, units in service increased to
792,800 from 788,300 a year ago. However, over the past twelve months units in
service reached a low of 767,400 at March 31, 1997 resulting in a decrease in
average number of units in service.
Operating Expenses rose 38% ($284.2 million) in the first nine months of 1997
due primarily to added expenses to serve the growing customer base and expenses
attributable to the Aerial's start-up activities. Aerial's start-up activities
represented 50% ($142.0 million) of the increase while U.S. Cellular represented
37% ($105.2 million) and TDS Telecom represented 16% ($46.9 million), primarily
due to the increase in customers.
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<PAGE>
U.S. Cellular expenses increased 25% ($105.2 million) during 1997. System
operations expenses increased 37% ($29.8 million) in 1997 as a result of
increases in customer usage expenses and costs associated with the growing
number of cell sites within U.S. Cellular's systems. Customer usage expenses
grew 46% ($22.1 million) primarily due to increased roaming usage and increased
minutes of use, primarily related to the 44% increase in customer units. Net
outbound roaming usage expense is a result of offering U.S. Cellular's customers
increasingly larger service footprints in which their calls are billed at local
rates. In certain cases these service footprints include other operators'
service areas. U.S. Cellular pays roaming rates to the other carriers for calls
its customers make in these areas, while charging those customers a local rate
which is usually lower than the roaming rate. Maintenance,
utility and cell site expenses increased 24% ($7.7 million) reflecting primarily
the increase in the number of cell sites to 1,556 in 1997 from 1,270 in 1996.
Marketing and selling expenses incurred to add new customers increased 29%
($39.1 million), including a $5.8 million increase in cost of equipment sold.
Cost per gross customer addition declined to $322 in 1997 from $331 in 1996
while gross customer activations increased to 494,000 in 1997 from 373,000 in
1996. General and administrative expenses increased 17% ($20.9 million) due to
the growing customer base in existing markets and an expansion of local office
and corporate staff necessitated by U.S. Cellular's growth. Depreciation and
amortization increased 19% ($15.4 million) primarily due to the increase in
average fixed assets since September 30, 1996.
TDS Telecom expenses increased 22% ($46.9 million) during 1997 primarily due to
growth in telephone operations ($26.7 million) and growth in other operations
($20.2 million). Telephone operations increased primarily due to the effects of
growth in internal operations ($10.7 million), increased depreciation and
amortization ($7.1 million) and acquisitions ($6.2 million). Other operations
include the expenses of a long-distance provider, a recently acquired cellular
interest as well as TDS Telecom's new business ventures which include an
Internet access provider and a structured wiring business. The increase in other
operations expenses is primarily related to the effects of the acquisition of
the cellular interest ($10.3 million) and from the Internet access provider and
the structured wiring business ($6.9 million).
Aerial expenses, included in operating expenses, totaled $142.0 million in the
first nine months of 1997. Expenses incurred in the first quarter of 1997 of
$21.6 million, prior to the launch of the first market, are included in PCS
Development Costs as part of Other Income. System operations expenses totaled
$13.9 million reflecting the costs of operating Aerial's network, primarily cell
site expenses, landline interconnection charges and wages. Marketing and selling
expenses reflecting an aggressive advertising campaign that accompanied the
launch of service and continued throughout the third quarter, totaled $27.0
million while cost of equipment sold totaled $40.8 million. General and
administrative expenses totaled $33.7 million reflecting the expenses associated
with the management and operating teams as well as overhead expenses. Customer
service expenses totaled $6.8 million primarily for the staffing to support the
PCS markets. Depreciation and amortization totaled $19.8 million.
American Paging expenses decreased 9% ($9.9 million) in the first nine months of
1997. During the first nine months of 1996, American Paging recorded
restructuring expenses of $9.3 million related to subleasing office space,
employee severance, out placement services and consulting services ($4.0
million) and write-offs of certain assets ($5.3 million).
5
<PAGE>
Operating Income decreased 62% ($75.1 million) in the first nine months of 1997
reflecting the effects of Aerial's start-up activities offset somewhat by strong
(47%) growth in U.S. Cellular's operating results. The strong growth in cellular
operating income is reflected in the cellular margin improvements. TDS Telecom's
margin decreased due primarily to TDS Telecom's new business ventures.
Nine Months Ended September 30,
--------------------------------------------------
1997 1996 Change
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Dollars in thousands)
Operating Income
U.S. Cellular $ 110,511 $ 74,937 $ 35,574
TDS Telecom 76,708 73,711 2,997
Aerial (116,170) -- (116,170)
American Paging (24,845) (27,347) 2,502
------------- ------------- --------------
$ 46,204 $ 121,301 $ (75,097)
============= ============= ==============
Operating Margins
U.S. Cellular 17.4% 15.2%
TDS Telecom 22.6% 25.5%
Aerial N/M N/M
American Paging N/M N/M
Consolidated 4.3% 14.1%
N/M = Not Meaningful
Investment and Other Income (Expense) totaled $67.1 million in 1997 and $136.6
million in 1996. Gain on Sale of Cellular Interests and Other Investments
totaled $24.4 million in the first nine months of 1997 and $136.0 million in
same period of 1996 as the Company has sold or traded certain non-strategic
cellular interests and sold other investments. PCS Development Costs totaled
$21.6 million in 1997 and $24.3 million in 1996. Effective with the beginning of
the second quarter of 1997, all costs associated with Aerial's markets are
included in operating income. Cellular Investment Income, the Company's share of
income of cellular markets in which the Company has a minority interest and
follows the equity method of accounting, increased 53% ($20.2 million) to $58.4
million in the first nine months of 1997 as income from the cellular markets
increased. Cellular investment income is net of amortization of license costs
relating to these minority interests. Future cellular investment income is
expected to decrease as a result of the recent completion of the exchange
transaction with BellSouth Corporation. See "Financial Resources and Liquidity"
for further discussion of this transaction.
6
<PAGE>
Minority Share of Income includes the minority shareholders' share of U.S.
Cellular's, Aerial's and American Paging's net income or loss, minority
partners' share of U.S. Cellular's operating markets and other minority
shareholders' and partners' share of subsidiaries' net income or loss. The
decrease in 1997 is primarily related to the increase in Aerial's net loss
allocated to its minority shareholders and the decrease in U.S. Cellular's net
income (due to the reduction in gains) allocated to its minority shareholders.
Minority shareholders of American Paging are not allocated losses in 1997
because American Paging's shareholders' equity is negative.
Nine Months Ended September 30,
------------------------------------------
1997 1996 Change
---------- ----------- ------------
(Dollars in thousands)
Minority Share of (Income) Loss
United States Cellular
Minority Shareholders' Share $ (16,478) $ (22,914) $ 6,436
Minority Partners' Share (10,271) (8,615) (1,656)
---------- ----------- -----------
(26,749) (31,529) 4,780
Aerial 26,840 2,500 24,340
American Paging -- 5,722 (5,722)
Telephone Subsidiaries and Other (1,526) (1,090) (436)
---------- ----------- -----------
$ (1,435) $ (24,397) $ 22,962
========== =========== ===========
Interest Expense increased 100% ($30.2 million) in the first nine months of 1997
primarily due to the increase in short-term debt outstanding used to fund
Aerial's start-up costs and the recently approved TDS stock repurchase program,
decreased capitalized interest and the increase in long-term debt outstanding at
Aerial and U.S. Cellular.
Income Tax Expense decreased 76% ($84.2 million) in 1997 compared with 1996
primarily due to the decrease in pretax income. The effective income tax rate
was 52% in the first nine months of 1997 and 49% in 1996.
Net Income Available to Common decreased $91.2 million to $24.0 million in the
first nine months of 1997 from $115.3 million in the first nine months of 1996.
Net income available to common included significant gains from the sale of
cellular interests and other investments in 1996 as well as significant PCS
development costs in 1997 and 1996 as explained previously.
Earnings Per Common Share were $.40 in the first nine months of 1997 and $1.89
in the first nine months of 1996.
Management believes there exists a seasonality at U.S. Cellular in both service
revenues, which tend to increase more slowly in the first and fourth quarters,
and operating expenses, which tend to be higher in the fourth quarter due to
increased marketing activities and customer growth, which may cause operating
income to vary from quarter-to-quarter. Additionally, competitors licensed to
provide PCS services have initiated service in certain of U.S. Cellular's
markets over the past fifteen months. U.S. Cellular expects PCS operators to
complete initial deployment of PCS across all of its markets by the end of 1998.
U.S. Cellular's management is monitoring these and other wireless communications
providers' strategies to determine what effect this additional competition will
have on U.S. Cellular's future strategies and results. While the effects of
additional wireless competition have slowed customer growth in certain of U.S.
Cellular's markets, the overall effect on operations to date has not been
material.
TDS anticipates that start-up and development of high-quality networks and the
marketing of
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systems in Aerial's markets will reduce the rate of growth in TDS's operating
and net income from levels which would otherwise be achieved during the next few
years. TDS also expects that American Paging will continue to incur operating
losses in the fourth quarter of 1997 and in 1998.
Three Months Ended 9/30/97 Compared to Three Months Ended 9/30/96
Net income available to common was $8.5 million, or $.14 per share, in 1997
compared to $22.2 million, or $.36 per share in 1996. Net income from U.S.
Cellular and TDS Telecom increased 68% to $48.2 million, or $.80 per share in
1997 from $28.6 million, or $.47 per share, in 1996, primarily reflecting growth
in the cellular business. The loss from Aerial's PCS start-up activities totaled
$39.5 million, or $.66 per share, in 1997 and $3.1 million, or $.06 per share in
1996. American Paging's loss reduced net income and earnings per share by $8.6
million, or $.14 per share, in 1997 and $6.3 million, or $.10 per share in 1996.
Net income and earnings per share included gains of $8.4 million, or $.14 per
share, in 1997 and $2.9 million, or $.05 per share, in 1996.
The table below summarizes the effects of the business units and gains (along
with the related impact on income taxes and minority interest) on net income
available to common and earnings per share.
Three Months Ended September 30,
---------------------------------
1997 1996
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(Dollars in thousands,
except per share amounts)
Net Income Available to Common
U.S. Cellular and TDS Telecom $ 48,195 $ 28,618
Aerial (39,516) (3,075)
American Paging (8,573) (6,272)
Gains 8,443 2,929
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$ 8,549 $ 22,200
============= =============
Earnings Per Share
U.S. Cellular and TDS Telecom $ .80 $ .47
Aerial (.66) (.06)
American Paging (.14) (.10)
Gains .14 .05
------------- -------------
$ .14 $ .36
============= =============
Operating Revenues increased 27% ($83.6 million) during the third quarter of
1997 for reasons generally the same as the first nine months. U.S. Cellular
revenues increased 29% ($51.7 million) in 1997. Local retail revenue increased
36% ($39.0 million) in the third quarter of 1997, while inbound roaming revenue
increased 17% ($8.7 million). Average monthly service revenue per customer was
$57.56 in the third quarter of 1997 and $65.15 in 1996. TDS Telecom revenues
increased 17% ($16.9 million) in the third quarter of 1997 due to the growth in
telephone operations ($9.5 million) and growth in other operations ($7.4
million). Average monthly revenue per access line increased to $69.69 in the
third quarter of 1997 from $67.13 in 1996. Aerial revenues totaled $18.6 million
in the third quarter of 1997 consisting of service revenues of $11.7 million and
revenue from units sold to customers of $6.9 million. American Paging revenues
decreased 14% ($3.6 million) in 1997. Average monthly revenue per unit decreased
10% to $8.97 in 1997 from $9.96 in 1996.
Operating Expenses rose 48% ($128.4 million) during the third quarter of 1997
for reasons generally the same as the first nine months. U.S. Cellular expenses
increased 27% ($39.9 million). System operations expense increased 47%
($12.9 million). Marketing and selling expenses,
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including cost of equipment sold, increased 26% ($12.8 million). Cost per gross
customer addition decreased to $328 in the third quarter of 1997 from $341 in
1996. TDS Telecom expenses increased 21% ($16.3 million) due to growth in
telephone operations ($8.0 million) and growth in other operations ($8.3
million) for reasons generally the same as the first nine months. Aerial's
operating expenses totaled $83.2 million as the markets were in service for the
full quarter. American Paging operating expenses decreased 25% ($11.0 million)
due primarily to the $7.0 million restructuring charge recorded in 1996.
Operating Income decreased 109% ($44.8 million) in the third quarter of 1997
reflecting the $64.5 million operating loss from the PCS start-up activities.
U.S. Cellular operating income increased $11.8 million reflecting continued
growth in customers and revenues.
Three Months Ended September 30,
--------------------------------------
1997 1996 Change
---------- ---------- -----------
Dollars in thousands)
Operating Income
U.S. Cellular $ 44,912 $ 33,094 $ 11,818
TDS Telecom 25,402 24,863 539
Aerial (64,537) -- (64,537)
American Paging (9,305) (16,694) 7,389
---------- ---------- ---------
$ (3,528) $ 41,263 $ (44,791)
========== ========== =========
Operating Margins:
U.S. Cellular 19.4% 18.4%
TDS Telecom 21.4% 24.4%
Aerial N/M N/M
American Paging N/M N/M
Consolidated (.9%) 13.4%
N/M = Not Meaningful
Investment and Other Income totaled $42.8 million in 1997 and $12.5 million in
1996. Gain on Sale of Cellular Interests and Other Investments totaled $13.8
million in the third quarter of 1997 compared to $7.8 million in 1996 as the
Company has sold or traded certain non-strategic cellular interests and sold
other investments. PCS Development Costs, costs incurred prior to the
commencement of operations in the PCS markets, totaled $10.8 million in 1996.
Cellular Investment Income increased 44% ($7.0 million) to $23.0 million,
reflecting improvement in U.S. Cellular's equity-method markets managed by
others.
Minority Share of Income decreased 177% ($6.4 million) in the third quarter of
1997 due primarily to the increase in Aerial's net loss allocated to its
minority shareholders.
Three Months Ended September 30,
--------------------------------------
1997 1996 Change
---------- ---------- ----------
(Dollars in thousands)
Minority Share of (Income) Loss
United States Cellular
Minority Shareholders' Share $ (6,915) $ (5,069) $ (1,846)
Minority Partners' Share (3,023) (3,194) 171
---------- ----------- ---------
(9,938) (8,263) (1,675)
Aerial 13,352 1,691 11,661
American Paging -- 3,299 (3,299)
Telephone Subsidiaries and Other (657) (322) (335)
---------- ----------- ---------
$ 2,757 $ (3,595) $ 6,352
========== =========== ==========
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Interest Expense increased $17.5 million to $26.9 million in the third quarter
of 1997 for reasons generally the same as the first nine months.
Income Tax Expense decreased $18.4 million to $3.4 million in the third quarter
of 1997 compared with 1996 as pretax income decreased. The effective income tax
rate was 27% in the third quarter of 1997 and 49% in 1996.
Net Income Available to Common decreased 61% ($13.7 million) to $8.5 million in
the third quarter of 1997 from $22.2 million in 1996. Earnings Per Common Share
were $.14 in 1997 and $.36 in 1996.
FINANCIAL RESOURCES AND LIQUIDITY
TDS and its subsidiaries operate relatively capital-intensive businesses. Rapid
growth has caused expenditures for construction, expansion and acquisition
programs to exceed internally generated cash flow. Accordingly, in recent years,
TDS has obtained substantial funds from external sources to acquire PCS
licenses, to build-out PCS markets, to fund acquisitions and to repurchase
common shares. Although increasing internal cash flow from U.S. Cellular and
steady internal cash flow from TDS Telecom have reduced the need for external
financing, Aerial's development and construction activities will require
significant additional funds from external sources.
Cash Flows From Operating Activities. TDS is generating substantial internal
funds from the rapid growth in customer units and revenues in the U.S. Cellular
and TDS Telecom business units. U.S. Cellular's operating cash flow (operating
income plus depreciation and amortization) increased 33% ($51.0 million) in the
first nine months of 1997 compared to the same period in 1997 while TDS
Telecom's operating cash flow increased 10% ($13.3 million). These increases,
however, were offset by Aerial's $96.3 million negative cash flow as a result of
its start-up activities. As a result, operating cash flow decreased 11% to
$258.6 million in the first nine months of 1997 from $291.4 million in the same
period of 1996. Cash flows for other operating activities (investment and other
income, interest and income tax expense, and changes in working capital and
other assets and liabilities) required $108.9 million in the first nine months
of 1997 and $105.4 million in 1996.
Nine Months Ended September 30,
-------------------------------------------------
1997 1996 Change
------------- ------------- --------------
(Dollars in thousands)
Operating cash flow
U.S. Cellular $ 205,152 $ 154,153 $ 50,999
TDS Telecom 150,949 137,652 13,297
Aerial (96,313) -- (96,313)
American Paging (1,187) (360) (827)
------------- ------------- --------------
258,601 291,445 (32,844)
Other operating activities (108,872) (105,418) (3,454)
------------- ------------- --------------
$ 149,729 $ 186,027 $ (36,298)
============= ============= ==============
Cash Flows from Financing Activities. TDS has used short-term debt to finance
its PCS and radio paging operations, for acquisitions and for general corporate
purposes. TDS has taken advantage of attractive opportunities from time-to-time
to retire short-term debt with the proceeds from long-term debt and equity sales
and sales of non-strategic assets. Cash flows from financing activities totaled
$339.2 million in the first nine months of 1997 compared to $69.8 million in
1996. Increases in short-term debt and U.S. Cellular's sale of notes provided
most of the financing during 1997. In 1996, most of the financing was from
Aerial's net proceeds of $195.3 million from an initial public offering offset
somewhat by decreases in short-term debt.
Increases in short-term debt of $292.7 million during the first nine months of
1997 were used primarily to fund expenditures for PCS construction and
development activities, stock repurchases
10
<PAGE>
and American Paging operating and capital requirements. U.S. Cellular received
$247 million on the sale of 7.25% notes in August 1997. The proceeds were used
to repay notes payable and long-term debt.
Through September 30, 1997, TDS purchased 1,798,100 TDS Common Shares for $69.9
million. In December 1996, the Company authorized the repurchase of up to three
million TDS Common Shares over a period of three years. TDS also purchased
350,000 U.S. Cellular Common Shares for $9.8 million in 1997.
Cash Flows From Investing Activities. TDS makes substantial investments each
year to acquire, construct, operate and maintain modern high-quality
communications networks and facilities as a basis for creating long-term value
for shareowners. Cash flows from investing activities required $499.3 million in
the first nine months of 1997 compared to $198.2 million in 1996, primarily for
additions to property, plant and equipment of $579.1 million in 1997 and $347.7
million in 1996. The sales of non-strategic cellular interests and other
investments provided $53.9 million in 1997 and $212.5 million in 1996 and
distributions from cellular partnerships provided $42.7 million in 1997 and
$15.0 million in 1996.
Property, Plant and Equipment. The primary purpose of TDS's construction and
expansion program is to provide for significant customer growth, to upgrade
service, to expand into new communication areas, and to take advantage of
service-enhancing and cost-reducing technological developments. Additions to
property, plant and equipment increased to $579.1 million in the first nine
months of 1997 from $347.7 million in 1996 primarily related to the increases in
Aerial's and U.S. Cellular's construction expenditures of $152.0 million and
$75.0 million, respectively. U.S. Cellular had capital expenditures of $248.0
million primarily for cell sites, equipment and systems development. TDS Telecom
incurred $96.7 million for central office and outside plant and equipment while
Aerial incurred $203.4 million primarily for cell sites, digital switching and
microwave relocation in its markets.
Acquisitions. TDS continually reviews attractive opportunities for the
acquisition of additional cellular and telephone companies which add value to
the organization. As the number of opportunities for outright acquisitions of
cellular interests has decreased and as U.S. Cellular's clusters have grown to
realize greater economies of scale, U.S. Cellular's focus has shifted toward
exchanges and sales of non-strategic interests.
In October 1997, U.S. Cellular completed the exchange with BellSouth Corporation
it had announced earlier in 1997. Pursuant to the exchange, U.S. Cellular
received majority interests in 12 markets adjacent to its Iowa and
Wisconsin/Illinois clusters. In exchange, U.S. Cellular divested its majority
interests in 10 markets and minority interests in nine markets and paid a net
amount of $87 million in cash. Certain aspects of this transaction are taxable;
the amount of these taxes will be determined by year-end and will be paid in the
first quarter of 1998. No book gain or loss will be recorded on the transaction.
U.S. Cellular has an agreement to sell a majority interest in one market in
which it owned both licenses upon the completion of the exchange agreement. A
waiver from the Federal Communications Commission has been received by U.S.
Cellular to own both licenses until this divestiture is completed.
11
<PAGE>
LIQUIDITY
TDS anticipates that the aggregate resources required for 1997 will include
approximately $815 million for capital spending, consisting of $300 million for
cellular capital additions, $130 million for telephone capital additions, $365
million for PCS capital additions, $20 million for radio paging capital
additions, and $255 million for working capital and operating expenses for
Aerial. The Company anticipates financing these expenditures with internally
generated funds, short-term, intermediate-term and long-term financing.
U.S. Cellular plans to finance its cellular construction program using primarily
internally generated cash supplemented by short-term and intermediate-term
financing. U.S. Cellular's operating cash flow totaled $247.2 million for the
twelve months ended September 30, 1997, up 33% ($62.0 million) from 1996. In
August 1997, U.S. Cellular issued $250 million principal amount of 7.25% notes
under a $400 million shelf registration statement, priced to yield 7.33% to
maturity. The proceeds of the offering were used to repay notes payable and
long-term debt. U.S. Cellular had $500 million of bank lines of credit for
general corporate purposes at September 30, 1997, all of which was available.
TDS Telecom plans to finance its construction program using internally generated
cash supplemented by long-term financing from federal government programs.
Operating cash flow totaled $205.6 million for the twelve months ended September
30, 1997, up 13% ($23.0 million) from 1996. At September 30, 1997, TDS Telecom
telephone subsidiaries had $111.5 million in unadvanced loan funds from federal
government programs.
Aerial plans to finance its construction expenditures and working capital
requirements with short-term and intermediate-term financing and vendor
financing. Aerial is currently contemplating a private placement offering in
connection with a refinancing arrangement relating to its existing vendor
financing. The proceeds from the offering are to be paid to Nokia
Telecommunications, Inc. in satisfaction of all outstanding obligations and
future obligations of Aerial. Aerial continues to seek an investment from a
minority equity investor.
TDS and its subsidiaries have cash and temporary investments totaling $74.9
million and longer-term cash investments totaling $36.2 million at September 30,
1997. These investments are primarily the result of telephone operations'
internally generated cash. While certain regulated telephone subsidiaries' debt
agreements place limits on intercompany dividend payments, these restrictions
are not expected to affect the Company's ability to meet its cash obligations.
TDS and its subsidiaries also have access to a variety of external capital
sources. TDS had $644 million of bank lines of credit for general corporate
purposes at September 30, 1997. Unused amounts of such lines totaled $194.5
million. These line of credit agreements provide for borrowings at negotiated
rates up to the prime rate.
TDS filed a shelf Registration Statement on Form S-3 on October 21, 1997 for the
sale of up to $400 million of Trust Originated Preferred Securities(sm)
("TOPrS(sm)")1. TDS expects to issue approximately $150 million of the
securities under the shelf registration during the fourth quarter. The proceeds
from the fourth quarter issuance of the TOPrS is expected to be used to repay
short-term indebtedness.
The Company anticipates requiring additional funding to finance Aerial's
expected capital expenditures and working capital requirements, to finance
acquisitions and for general corporate purposes. The timing and amount of such
funding requirements will depend on the timing of Aerial's construction and
operational requirements, the timing of acquisitions, and other relevant
factors. There can be no assurance that sufficient funds will be available to
the Company on terms or at
- --------
1 (sm) "Trust Originated Preferred Securities" and "TOPrS" are service
marks of Merrill Lynch & Co., Inc.
12
<PAGE>
prices acceptable to the Company. If sufficient funding is not made available to
the Company on terms and prices acceptable to the Company, the Company would
have to reduce its construction, development and acquisition programs. TDS and
its subsidiaries anticipate accessing public and private capital markets to
issue debt and equity securities only when capital requirements, financial
market conditions and other factors warrant.
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 SAFE HARBOR CAUTIONARY
STATEMENT
This Management's Discussion and Analysis of Financial Condition and Results of
Operations contain "forward-looking" statements, as defined in the Private
Securities Litigation Reform Act of 1995, that are based on current
expectations, estimates and projections. Statements that are not historical
facts, including statements about the Company's beliefs and expectations are
forward-looking statements. These statements contain potential risks and
uncertainties and, therefore, actual results may differ materially. TDS
undertakes no obligation to update publicly any forward-looking statements
whether as a result of new information, future events or otherwise.
Important factors that may affect these projections or expectations include, but
are not limited to: changes in the overall economy; changes in competition in
markets in which TDS operates; advances in telecommunications technology;
changes in the telecommunications regulatory environment; pending and future
litigation; availability of future financing; start-up of PCS operations; and
unanticipated changes in growth in cellular customers, penetration rates, churn
rates and the mix of products and services offered in TDS's markets. Readers
should evaluate any statements in light of these important factors.
13
<PAGE>
TELEPHONE AND DATA SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Unaudited
Three Months Ended Nine Months Ended
September 30 September 30,
-------------------- ---------------------
1997 1996 1997 1996
-------- -------- -------- ---------
(Dollars in thousands, except per share amounts)
OPERATING REVENUES
Cellular telephone $ 231,959 $ 180,219 $ 634,122 $ 493,331
Telephone 118,660 101,790 338,700 288,836
PCS 18,648 -- 25,791 --
Radio paging 22,930 26,539 71,758 79,145
--------- --------- ---------- ---------
392,197 308,548 1,070,371 861,312
--------- --------- ---------- ---------
OPERATING EXPENSES
Cellular telephone 187,047 147,125 523,611 418,394
Telephone 93,258 76,927 261,992 215,125
PCS 83,185 -- 141,961 --
Radio paging 32,235 43,233 96,603 106,492
--------- --------- ---------- ---------
395,725 267,285 1,024,167 740,011
--------- --------- ---------- ---------
OPERATING INCOME (3,528) 41,263 46,204 121,301
--------- --------- ---------- ---------
INVESTMENT AND OTHER
INCOME (EXPENSE)
Interest and dividend income 3,026 3,925 9,922 10,048
Cellular investment income,
net of license cost
amortization 22,969 15,992 58,372 38,221
PCS development costs -- (10,805) (21,614) (24,312)
Gain on sale of cellular
interests and other
investments 13,767 7,797 24,365 136,049
Other (expense), net 305 (786) (2,461) 979
Minority share of income 2,757 (3,595) (1,435) (24,397)
--------- --------- ---------- ---------
42,824 12,528 67,149 136,588
--------- --------- ---------- ---------
INCOME BEFORE INTEREST
AND INCOME TAXES 39,296 53,791 113,353 257,889
Interest expense 26,885 9,346 60,579 30,343
--------- --------- ---------- ---------
INCOME BEFORE INCOME TAXES 12,411 44,445 52,774 227,546
Income tax expense 3,392 21,776 27,317 111,496
--------- --------- ---------- ---------
NET INCOME 9,019 22,669 25,457 116,050
Preferred Dividend Requirement (470) (469) (1,422) (769)
--------- --------- ---------- ---------
NET INCOME AVAILABLE TO
COMMON $ 8,549 $ 22,200 $ 24,035 $ 115,281
========= ========= ========== =========
WEIGHTED AVERAGE COMMON
SHARES (000s) 59,640 61,321 60,395 60,856
EARNINGS PER COMMON SHARE $ .14 $ .36 $ .40 $ 1.89
========= ========= ========== =========
DIVIDENDS PER COMMON AND
SERIES A COMMON SHARE $ .105 $ .10 $ .315 $ .30
========= ========= ========== =========
The accompanying notes to financial statements are an
integral part of these statements.
14
<PAGE>
TELEPHONE AND DATA SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited
Nine Months Ended
September 30,
-------------------------
1997 1996
----------- -----------
(Dollars in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 25,457 $ 116,050
Add (Deduct) adjustments to reconcile net
income to net cash provided by operating
activities
Depreciation and amortization 212,397 170,143
Deferred taxes 2,593 45,122
Investment income (62,754) (40,747)
Minority share of income 1,435 24,397
Gain on sale of cellular interests and other
investments (24,365) (136,049)
Noncash interest expense 17,676 11,952
Other noncash expense 16,618 15,226
Change in accounts receivable (46,389) (27,724)
Change in materials and supplies (29,300) 2,513
Change in accounts payable 16,617 (7,369)
Change in accrued taxes 22,088 11,984
Change in other assets and liabilities (2,344) 529
----------- -----------
149,729 186,027
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Long-term debt borrowings 260,236 8,904
Repayments of long-term debt (115,853) (23,161)
Change in notes payable 292,727 (89,434)
Dividends paid (20,363) (19,639)
Repurchase of Common Shares (69,942) --
Purchase of subsidiary common stock (9,801) --
Proceeds from the issuance of subsidiaries' stock -- 194,262
Other financing activities 2,149 (1,134)
----------- -----------
339,153 69,798
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment (579,138) (347,709)
Investments in and advances to cellular
minority partnerships (499) (14,931)
Distributions from partnerships 42,695 14,959
Investments in PCS licenses (5,034) (21,009)
Proceeds from investment sales 53,865 212,549
Change in other investments 1,475 (2,020)
Acquisitions, net of cash acquired (39,169) (33,892)
Change in temporary investments and marketable
securities 26,510 (6,140)
----------- -----------
(499,295) (198,193)
----------- -----------
NET (DECREASE) INCREASE IN CASH AND
CASH EQUIVALENTS (10,413) 57,632
CASH AND CASH EQUIVALENTS -
Beginning of period 57,633 55,116
----------- -----------
End of period $ 47,220 $ 112,748
=========== ===========
The accompanying notes to financial statements are an integral
part of these statements.
15
<PAGE>
TELEPHONE AND DATA SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
(Unaudited)
September 30, December 31,
1997 1996
----------- ------------
(Dollars in thousands)
CURRENT ASSETS
Cash and cash equivalents $ 47,220 $ 57,633
Temporary investments 27,635 61,664
Accounts receivable from customers and others 227,776 181,212
Materials and supplies, at average cost,
and other current assets 80,238 45,561
----------- -----------
382,869 346,070
----------- -----------
INVESTMENTS
Cellular license acquisition costs, net of
amortization 1,085,458 1,088,409
Cellular minority interests 220,776 206,390
PCS license acquisition costs 378,624 382,724
Franchise costs and other costs in excess of
the underlying book value of subsidiaries,
net 178,928 181,845
Other investments 89,006 84,536
----------- -----------
1,952,792 1,943,904
----------- -----------
PROPERTY, PLANT AND EQUIPMENT
Cellular telephone, net 792,279 650,754
Telephone, net 787,975 769,361
PCS, net 548,191 322,723
Radio paging, net 47,038 51,472
Other, net 44,604 34,579
----------- -----------
2,220,087 1,828,889
----------- -----------
OTHER ASSETS AND DEFERRED CHARGES 105,323 82,106
----------- -----------
TOTAL ASSETS $ 4,661,071 $4,200,969
=========== ===========
The accompanying notes to financial statements are an integral
part of these statements.
16
<PAGE>
TELEPHONE AND DATA SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
(Unaudited)
September 30, December 31,
1997 1996
------------ ------------
(Dollars in thousands)
CURRENT LIABILITIES
Current portion of long-term debt
and preferred shares $ 14,793 $ 38,197
Notes payable 451,329 160,537
Accounts payable 210,962 205,427
Advance billings and customer deposits 33,171 32,434
Accrued interest 8,488 11,777
Accrued taxes 27,081 3,194
Other current liabilities 45,135 57,701
----------- -----------
790,959 509,267
----------- -----------
DEFERRED LIABILITIES AND CREDITS 220,547 214,906
----------- -----------
LONG-TERM DEBT, excluding current portion 1,228,175 982,232
----------- -----------
REDEEMABLE PREFERRED SHARES, excluding
current portion 279 280
----------- -----------
MINORITY INTEREST in subsidiaries 424,615 432,343
----------- -----------
NONREDEEMABLE PREFERRED SHARES 28,217 29,000
----------- -----------
COMMON STOCKHOLDERS' EQUITY
Common Shares, par value $1 per share 54,401 54,237
Series A Common Shares, par value $1 per
share 6,927 6,917
Common Shares issuable (10,480 and 30,977
shares, respectively) 499 1,461
Capital in excess of par value 1,661,892 1,661,093
Treasury Shares, at cost (1,793,358 shares) (69,767) --
Retained earnings 314,327 309,233
----------- -----------
1,968,279 2,032,941
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 4,661,071 $ 4,200,969
=========== ===========
The accompanying notes to financial statements are an integral
part of these statements.
17
<PAGE>
TELEPHONE AND DATA SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. The consolidated financial statements included herein have been prepared
by the Company, without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although the
Company believes that the disclosures are adequate to make the information
presented not misleading. It is suggested that these consolidated
financial statements be read in conjunction with the consolidated
financial statements and the notes thereto included in the Company's
latest annual report on Form 10-K.
The accompanying unaudited consolidated financial statements contain all
adjustments (consisting of only normal recurring items) necessary to
present fairly the financial position as of September 30, 1997 and
December 31, 1996, and the results of operations and cash flows for the
nine months ended September 30, 1997 and 1996. The results of operations
for the nine months ended September 30, 1997 and 1996, are not necessarily
indicative of the results to be expected for the full year.
2. Certain amounts reported in prior periods have been reclassified to
conform to the current period presentation.
3. Earnings per Common Share were computed by dividing Net Income Available
to Common by the weighted average number of common and common equivalent
shares outstanding during the period. Dilutive common stock equivalents at
September 30, 1997 consist of dilutive Common Share options.
The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards ("SFAS") No. 128, "Earnings per Share" in March 1997
which will become effective in December 1997. Earnings per share would
not change if SFAS No. 128 had been in effect as of January 1, 1996.
4. Supplemental Cash Flow Information
Cash and cash equivalents include cash and those short-term, highly liquid
investments with original maturities of three months or less. Those
investments with original maturities of more than three months to twelve
months are classified as temporary investments. Temporary investments are
stated at cost, which approximates market. Those investments with original
maturities of more than 12 months are classified as marketable securities
and are stated at amortized cost.
18
<PAGE>
TDS acquired certain cellular licenses, operating companies and telephone
companies in 1997 and 1996. In conjunction with these acquisitions, the
following assets were acquired and liabilities assumed and Common Shares
issued.
Nine Months Ended
September 30,
------------------------------
1997 1996
----------- -------------
(Dollars in thousands)
Property, plant and equipment $ -- $ 55,692
Cellular licenses 37,258 94,454
Increase in equity method investment
in cellular interests -- 8,356
Franchise costs -- 12,847
Long-term debt -- (22,979)
Deferred credits -- (7,363)
Other assets and liabilities,
excluding cash and cash equivalents -- 9,613
Minority interest 1,911 (3,036)
Common Shares issued and issuable -- (113,658)
USM Stock issued and issuable -- (34)
------------ ------------
Decrease in cash due to acquisitions $ 39,169 $ 33,892
============ ============
The following table summarizes interest and income taxes paid, and other noncash
transactions.
Nine Months Ended
September 30,
-----------------------------
1997 1996
----------- ------------
(Dollars in thousands)
Interest Paid $ 56,526 $ 44,674
Income Taxes Paid 9,286 65,466
Common Shares issued by TDS for
conversion of TDS Preferred Stock $ 762 $ 4,545
5. Debt Securities
U.S. Cellular filed a shelf Registration Statement on Form S-3 in July
1997 for the sale of up to $400 million of unsecured debt. U.S. Cellular
issued $250 million of 7.25% Notes due August 15, 2007 (the "Notes") under
the shelf registration statement in August 1997. The net proceeds for the
sale of the Notes of approximately $247.0 million was used to repay notes
payable and long-term debt.
6. Subsequent Events
TDS filed a shelf Registration Statement on Form S-3 on October 21, 1997
for the sale of up to $400 million of Trust Originated Preferred
Securities(sm) ("TOPrS(sm)"). TDS expects to issue approximately $150
million of the securities under the shelf registration during the fourth
quarter. The proceeds from the sale of the TOPrS is expected to be used to
repay short-term indebtedness.
In October 1997, U.S. Cellular completed the exchange with BellSouth
Corporation it had announced
19
<PAGE>
earlier in 1997. Pursuant to the exchange, U.S. Cellular received majority
interests in 12 markets adjacent to its Iowa and Wisconsin/Illinois
clusters. In exchange, U.S. Cellular divested its majority interests in 10
markets and minority interests in nine markets and paid a net amount of
$87 million in cash. Certain aspects of the transaction are taxable; the
amount of these taxes will be determined by year-end and will be paid in
the first quarter of 1998. No book gain or loss will be recorded on the
transaction.
7. Business Segment Information
The following tables summarize business segment information for the three
months and nine months ended or at September 30, 1997, and 1996.
CELLULAR OPERATIONS
Three Months Ended or at Nine Months Ended or at
September 30, September 30,
------------------------ ------------------------
1997 1996 1997 1996
---------- ---------- ----------- -----------
(Dollars in thousands)
Operating Revenues
Local service $ 147,279 $ 108,296 $ 407,591 $ 299,951
Inbound roaming 60,992 52,256 163,576 139,689
Long-distance and other 23,688 19,667 62,955 53,691
---------- ---------- ----------- ----------
231,959 180,219 634,122 493,331
---------- ---------- ----------- ----------
Operating Expenses
System operations 40,268 27,339 109,545 79,728
Marketing and selling 42,729 31,384 119,728 86,455
Cost of equipment sold 19,716 18,241 55,473 49,631
General and administrative 51,285 42,696 144,224 123,364
Depreciation and
amortization 33,049 27,465 94,641 79,216
---------- ---------- ----------- ----------
187,047 147,125 523,611 418,394
---------- ---------- ----------- ----------
Operating Income $ 44,912 $ 33,094 $ 110,511 $ 74,937
========== ========== =========== ==========
Additions to property, plant
and equipment $ 86,899 $ 71,985 $ 247,957 $ 172,916
Identifiable assets $2,340,079 $2,067,259 $ 2,340,079 $2,067,259
20
<PAGE>
TELEPHONE OPERATIONS
Three Months Ended or at Nine Months Ended or at
September 30, September 30,
---------------------- ------------------------
1997 1996 1997 1996
---------- ---------- ----------- -----------
(Dollars in thousands)
Telephone Operations
Operating Revenues
Local Service $ 31,031 $ 28,603 $ 91,383 $ 81,148
Network access and
long distance 61,512 54,479 174,821 155,272
Miscellaneous 12,732 12,650 37,091 34,902
---------- ---------- ----------- ----------
105,275 95,732 303,295 271,322
---------- ---------- ----------- ----------
Operating Expenses
Network operations 20,741 19,359 56,541 51,671
Depreciation and
amortization 23,939 22,463 71,043 61,907
Customer operations 16,893 14,515 48,080 39,960
Corporate and other 17,597 14,833 49,330 44,733
---------- ---------- ----------- ----------
79,170 71,170 224,994 198,271
---------- ---------- ----------- ----------
Telephone Operating Income 26,105 24,562 78,301 73,051
---------- ---------- ----------- ----------
Other Operations
Revenues 14,174 6,403 36,654 18,351
Expenses 14,877 6,102 38,247 17,691
---------- ---------- ----------- ----------
Other Operating Income (703) 301 (1,593) 660
---------- ---------- ----------- ----------
Intercompany Eliminations
Revenues (789) (345) (1,249) (837)
Expenses (789) (345) (1,249) (837)
---------- ---------- ----------- ----------
Operating Income $ 25,402 $ 24,863 $ 76,708 $ 73,711
========== ========== =========== ==========
Additions to property, plant
and equipment $ 41,879 $ 36,389 $ 96,717 $ 91,131
Identifiable assets $1,192,035 $1,164,783 $ 1,192,035 $1,164,783
PCS OPERATIONS
Three Months Ended or at Nine Months Ended or at
September 30, September 30,
---------------------- ------------------------
1997 1996 1997 1996
---------- ---------- ----------- ----------
(Dollars in thousands)
Operating Revenues $ 18,648 $ -- $ 25,791 $ --
---------- ---------- ----------- ----------
Operating Expenses
Systems operations 9,815 -- 13,857 --
Marketing and selling 12,113 -- 27,003 --
Cost of equipment sold 25,798 -- 40,770 --
General and administrative 16,478 -- 33,717 --
Customer service 5,007 -- 6,757 --
Depreciation 12,121 -- 17,282 --
Amortization 1,853 -- 2,575 --
---------- ---------- ----------- ----------
83,185 -- 141,961 --
---------- ---------- ----------- ----------
Operating (Loss) $ (64,537) $ -- $ (116,170) $ --
========== ========== =========== ===========
Additions to property, plant
and equipment $ 45,671 $ 28,882 $ 203,374 $ 51,337
Identifiable assets $ 899,580 $ 431,103 $ 899,580 $ 431,103
21
<PAGE>
RADIO PAGING OPERATIONS
Three Months Ended or at Nine Months Ended or at
September 30, September 30,
---------------------- -----------------------
1997 1996 1997 1996
---------- ---------- ---------- ----------
(Dollars in thousands)
Operating Revenues $ 22,930 $ 26,539 $ 71,758 $ 79,145
---------- ---------- ---------- ----------
Costs and expenses
Cost of services 7,442 6,573 20,482 19,418
Selling, general and
administrative 14,170 22,142 45,703 52,327
Cost of equipment sold 2,110 2,194 6,760 7,760
Depreciation and
amortization 8,513 12,324 23,658 26,987
---------- ---------- ---------- ----------
32,235 43,233 96,603 106,492
---------- ---------- ---------- ----------
Operating (Loss) $ (9,305) $ (16,694) $ (24,845) $ (27,347)
========== ========== ========== ==========
Additions to property, plant
and equipment $ 2,123 $ 4,302 $ 13,594 $ 26,330
Identifiable assets $ 142,569 $ 158,804 $ 142,569 $ 158,804
OTHER OPERATIONS
Three Months Ended or at Nine Months Ended or at
September 30, September 30,
---------------------- -----------------------
1997 1996 1997 1996
---------- ---------- ---------- ----------
(Dollars in thousands)
Additions to property, plant
and equipment $ 9,335 $ (5,694) $ 17,496 $ 5,995
Identifiable Assets $ 86,809 $ 111,353 $ 86,809 $ 111,353
22
<PAGE>
PART II. OTHER INFORMATION
Item 5. Other Information
In December 1996, TDS authorized the repurchase of up to 3.0 million
TDS Common Shares over a period of three years. Through September 30,
1997, TDS has repurchased 1,798,100 TDS Common Shares for an aggregate
purchase price of $69.9 million. TDS also purchased 350,000 U.S.
Cellular Common Shares for $9.8 million in the first quarter of 1997.
The share repurchases were financed primarily by borrowings under TDS'
short-term lines of credit.
On October 21, 1997, TDS announced that it had filed a shelf
registration statement with the Securities and Exchange Commission
covering $400 million of Trust Originated Preferred Securities(sm). The
news release issued to announce this is attached as Exhibit 99.1.
On November 3, 1997, U.S. Cellular announced the completion of an
exchange transaction with BellSouth Corporation, pursuant to agreements
entered into in February 1997. The news release issued to announce this
is attached as Exhibit 99.2.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibit 3.1 - Articles of Incorporation, as amended
(b) Exhibit 11 - Computation of earnings per common share
(c) Exhibit 12 - Statement regarding computation of ratios
(d) Exhibit 27 - Financial Data Schedule
(e) Exhibit 99.1 - TDS news release dated October 21, 1997
(f) Exhibit 99.2 - U.S. Cellular news release dated November 3, 1997
(g) Reports on Form 8-K filed during the quarter ended September 30,
1997
No reports on Form 8-K were filed during the quarter ended
September 30, 1997.
23
<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 thereunto duly authorized.
TELEPHONE AND DATA SYSTEMS, INC.
(Registrant)
Date November 13, 1997 /s/ MURRAY L. SWANSON
---------------------------- --------------------------
Murray L. Swanson,
Executive Vice President-Finance
(Chief Financial Officer)
Date November 13, 1997 /s/ GREGORY J. WILKINSON
---------------------------- ---------------------------
Gregory J. Wilkinson,
Vice President and Controller
Principal Accounting Officer)
24
<PAGE>
Exhibit 3.1
ARTICLES OF INCORPORATION
OF
TELEPHONE SYSTEMS, INC.
To the Secretary of State
of the State of Iowa:
I, the undersigned, acting as incorporator of a
corporation under the Iowa Business Corporation Act under
Chapter 496A of the 1962 Code of Iowa adopt the following
Articles of Incorporation for such corporation:
ARTICLE I
-----------
The name of the corporation is Telephone Systems, Inc.
ARTICLE II
--------------
The period of its duration is perpetual.
ARTICLE III
--------------
The corporation shall have unlimited power to engage
in, and to do any lawful act concerning, any and all lawful
business for which corporations may be organized under the
Iowa Business Corporation Act above mentioned.
ARTICLE IV
----------------
Paragraph 1: The aggregate number of shares which
the corporation is authorized to issue is 7,000,000 shares,
consisting of two classes. The designation of each class, the
number of shares of each class, the par value, if any, of the
shares of each class, or a statement that the shares of any
class are without par value, are as follows:
Class Series No. of Shares Par Value
------ ------ -------------- -----------
Common None 5,000,000 $1.00 per share
Preferred See Paragraph 2 2,000,000 Without par value
<PAGE>
Paragraph 2: The preferences, qualifications,
limitations, restrictions, and the special or relative rights
of the Common and Preferred Shares are:
I. Issue of Preferred Shares in Series.
Authority is hereby vested in the board of directors to
divide any of all of the Preferred Shares into series and to
fix and determine as to each series so established:
(i) The rate of dividend;
(ii) The price at and terms and conditions on
which shares may be redeemed;
(iii) The amount payable upon shares in event
of involuntary liquidation;
(iv) The amount payable upon shares in event
of voluntary liquidation;
(v) Sinking fund provisions for the
redemption or purchase of shares;
(vi) The terms and conditions on which shares
may be converted, if the shares of any series are
issued with the privilege of conversion;
II. Dividends. The holders of Preferred Shares of
each series shall be entitled to receive, when and as declared
by the board of directors, dividends at the rate fixed for
such series, and no more, payable in quarterly installments on
the first days of March, June, September, and December in each
year. Dividends on Preferred Shares shall be cumulative from
and after the respective dates of issuance. No dividends
shall be declared on the shares of any series of Preferred
Shares for any dividend period unless the full dividend for
all prior dividend periods shall have been declared or shall
be declared at the same time upon all Preferred Shares
outstanding during such prior dividend periods. No dividends
shall be declared on the shares of any series of Preferred
Shares unless a dividend for the same period shall be declared
at the same time upon all Preferred Shares outstanding during
said period in like proportion to the dividend rate upon such
shares. No dividends shall be declared or paid on the Common
Shares unless full dividends on the Preferred Shares for all
past dividend periods, and for the current dividend period,
shall have been declared and the corporation shall have paid
such dividends or shall have set apart a sum sufficient for
the payment thereof.
III. Certain Provisions Relating to Liquidation.
In the event of any dissolution, liquidation or winding up of
the corporation, whether voluntary or involuntary, the holders
of the then outstanding Preferred Shares shall be entitled to
receive the fixed amount payable in such event plus a sum
equal to the amount of all accumulated and unpaid dividends
thereon at the dividend
-2-
<PAGE>
rate fixed for such shares; after such payment to the holders
of Preferred Shares the remaining assets and funds of the
corporation shall be distributed pro rata among the holders of
the Common Shares. A consolidation, merger, or
reorganization of the corporation with any other corporation
or corporations, or a sale of all or substantially all of the
assets of the corporation, shall not be considered a
dissolution, liquidation, or winding up of the corporation
within the meaning of these provisions.
IV. Preemptive Rights. No holder of shares of any
class of the corporation shall have any preemptive right to
subscribe for or acquire addition shares of the corporation of
the same or any other class, whether such shares be hereby or
hereafter authorized; and no holder of shares of any class of
the corporation shall have any preemptive right to acquire any
shares which may be held in the treasury of the corporation;
all such additional or treasury shares may be sold for such
consideration at such time, and to such person or persons as
the board of directors may from time to time determine.
ARTICLE V
-----------
The address of the initial registered office of the
corporation is 112 West Second Street, Ottumwa, Iowa, and the
name of its initial registered agent at such address is
Richard C. Bauerle.
ARTICLE VI
-------------
At the first annual meeting of shareholders the
directors shall be divided into three classes, each class to
be as nearly equal in number as possible. The term of office
of directors of the first class shall expire at the first
annual meeting of shareholders thereafter; that of the second
class shall expire at the second annual meeting of
shareholders thereafter; and that of the third class shall
expire at the third annual meeting of shareholders thereafter.
At each annual meeting after such classification, the number
of directors equal to the number of the class whose term
expired at the time of such meeting shall be elected to hold
office until the third succeeding annual meeting of
shareholders.
The number of directors constituting the initial
board of directors and the names and addresses of the persons
who are to serve as directors until the first annual meeting
of shareholders or until their successors are elected and
shall qualify, are:
-3-
<PAGE>
Name Address
---- ----------
LeRoy T. Carlson 79 West Monroe Street, Chicago, IL
LeRoy T. Carlson, Jr. 2 Milbourn Park, Evanston, IL
W. McNeil Kennedy 69 W. Washington Street, Chicago, IL
Mel E. Putnam 4506 Regent Street, Madison, WI
William G. Vance 70 West Monroe Street, Chicago, IL
Lester O. Johnson 7 South Dearborn Street, Chicago, IL
ARTICLE VII
-------------
The name and address of the incorporator is:
Name Address
----- -------
Herbert S. Wander 69 W. Washington Street, Chicago, IL
Dated: March 14, 1968
/s/ Herbert S. Wander
--------------------------------
Herbert S. Wander - Incorporator
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
On this 14th day of March, A.D. 1968, before me
personally appeared Herbert S. Wander to me known to be the
person named in and who executed the foregoing Articles of
Incorporation, and acknowledged that he executed the same as
his voluntary act and deed.
/s/ Helen M. Sheehan
-------------------------------------
Notary Public in and for said Court
and State
[Seal]
-4-
<PAGE>
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
TELEPHONE SYSTEMS, INC.
To the Secretary of State
of the State of Iowa:
Pursuant to the provision of Section 58 of the Iowa
Business Corporation Act, Telephone Systems, Inc., a
corporation organized and existing under and by virtue of the
Iowa Business Corporation Act, does hereby adopt the following
Articles of Amendment to its Articles of Incorporation:
1. The name of the corporation is Telephone
Systems, Inc., and the effective date of its incorporation was
March 18, 1968.
2. The shareholders of the corporation by
unanimous written consent obtained on March 16, 1970, pursuant
to a resolution of the Board of Directors of the corporation
proposing the following Amendment and directing that it be
submitted to the shareholders for approval, adopted by the
following Amendment to the Articles of Incorporation of the
corporation:
RESOLVED, that the Articles of Incorporation of this
corporation be amended by changing Article I thereof so
that, as amended, Article I shall be and read as follows:
"The name of the corporation is Telephone and Data
Systems, Inc."
3. The date of adoption of the foregoing
Amendment by the shareholders was, as aforesaid, March 16,
1970.
4. The number of shares of the corporation
outstanding at the time of such adoption was 1,987,119; and
the number of shares entitled to vote thereon was 1,987,119.
5. The number of shares voted for said Amendment
was 1,987,119; and the number of shares voted against said
Amendment was none.
-5-
<PAGE>
IN WITNESS WHEREOF, the undersigned corporation has
caused these Articles of Amendment to be executed in its name
by its President, and its corporate seal to be hereto affixed,
attested by its Secretary, this 16th day of March, 1970.
TELEPHONE SYSTEMS, INC.
By: /s/ LeRoy T. Carlson
------------------------
Its President
ATTEST:
/s/ Herbert S. Wander
-----------------------
Its Secretary
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
I, Robert C. Bonges, a Notary Public, do hereby
certify that on the 16th day of March, 1970, LeRoy T. Carlson
personally appeared before me and, being first duly sworn by
me, acknowledged that he signed the foregoing document in the
capacity therein set forth and declared that the statements
therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and
seal the day and year before written.
/s/ Robert C. Bonges
-----------------------------------
Notary Public
-6-
<PAGE>
STATEMENT OF CHANGE OF REGISTERED OFFICE
OF
TELEPHONE AND DATA SYSTEMS, INC.
To the Secretary of State
of the State of Iowa:
Pursuant to the provisions of the Iowa Business
Corporation Act, the undersigned corporation, organized under
the laws of the State of Iowa, submits the following statement
for the purpose of changing its registered office in the State
of Iowa:
I. The name of the corporation is Telephone and
Data Systems, Inc.
II. The address of its present registered office
is 112 West Second Street, Ottumwa, Iowa 52501.
III. The address by which its registered office is
to be changed is 111 West Second Street, Ottumwa, Iowa 52501.
IV. The name of its registered agent is not
changed and is Richard C. Bauerle.
V. The address of its registered office and
address of the business office of its registered agent, as
changed, will be identical.
VI. Such change was authorized by resolution duly
adopted by its board of directors.
Dated: June 30, 1975.
By: /s/ LeRoy T. Carlson
--------------------------------
President
-7-
<PAGE>
STATE OF ILLINOIS )
) SS
COOK COUNTY )
I, LeRoy T. Carlson, being first duly sworn on oath,
depose and state that I am the President of Telephone and Data
Systems, Inc. and that I executed the foregoing instrument as
President of the corporation, and that the statements
contained therein are true.
/s/ LeRoy T. Carlson
------------------------------------
Subscribed and sworn to before me this 2nd day of
July, 1975.
-----------------------------------
Notary Public in and for Cook
County, Illinois
-8-
<PAGE>
ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
TELEPHONE AND DATA SYSTEMS, INC.
----------------------------------
To the Secretary of State
State of Iowa
Pursuant to the provisions of Section 58 of the Iowa
Business Corporation Act, the domestic corporation hereinafter
named does hereby adopt the following Articles of Amendment of
its Articles of Incorporation:
1. The corporation's original name is Telephone
Systems, Inc.
2. The corporation is subject to the provisions
of the Iowa Business Corporation Act.
3. The effective date of incorporation of the
corporation is March 18, 1968.
4. Section I of Paragraph 2 of Article IV of the
Articles of Incorporation of the corporation is hereby amended
so as henceforth to read as follows:
"I. Issue of Preferred Shares in Series.
Authority is hereby vested in the board of directors to divide
any or all of the Preferred Shares into series and to fix and
determine as to each series so established:
"(i) The rate of dividend;
"(ii) The price at and the terms and conditions
on which shares may be redeemed;
"(iii) The amount payable upon shares in event of
involuntary liquidation;
"(iv) The amount payable upon shares in event of
voluntary liquidation;
"(v) Sinking fund provisions for the redemption
or purchase of shares;
"(vi) The terms and conditions on which shares
may be converted, if the shares of any series are
issued with the privilege of conversion;
"(vii) Voting rights, if any."
-9-
<PAGE>
5. The aforesaid amendment was adopted by the
shareholders entitled to vote thereon on May 21, 1979.
6. The number of shares which were outstanding
and entitled to vote on the aforesaid amendment is 2,994,354,
consisting of 2,924,121 Common Shares, par value $1.00 per
share, and 70,233 Preferred Shares, without par value, which
Preferred Shares were entitled to vote on the aforesaid
amendment as a class.
7. The number of such outstanding shares that
were voted for the adoption of the aforesaid amendment is
2,582,100, and the number of said shares that were voted
against the same is 939, and the number of such outstanding
Preferred Shares that were voted for the adoption of the
aforesaid amendment is 47,405, and no such Preferred Shares
were voted against the same.
8. The date on which the aforesaid amendment
shall become effective is the date on which the Iowa Secretary
of State issues a Certificate of Amendment to the corporation.
Executed on May 23, 1979.
TELEPHONE AND DATA SYSTEMS, INC.
By: /s/ LeRoy T. Carlson
---------------------------
Its President
/s/ Michael G. Hron
------------------------------
Its Secretary
-10-
<PAGE>
STATE OF ILLINOIS )
) SS.
COUNTY OF COOK )
On this 23rd day of May, A.D. 1979, before me, a
Notary Public in and for the State and County aforesaid,
personally appeared Michael G. Hron, to me personally known,
who, being by me duly sworn, did say that he is the Secretary
of Telephone and Data Systems, Inc., the corporation which
executed the foregoing instrument; that he signed said
instrument upon behalf of said corporation; and that he
acknowledged said instrument to be the voluntary act and deed
of said corporation by it voluntarily executed and his signing
to be his voluntary act and deed by him voluntarily signed.
IN WITNESS WHEREOF, I have placed my hand and seal
on the date aforesaid.
/s/ Phyllis M. McKnight
------------------------------------
Notary Public
Commission expires: August 15, 1980
-----------------
[Notarial Seal]
-11-
<PAGE>
ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
TELEPHONE AND DATA SYSTEMS, INC.
---------------------------------
To the Secretary of State
State of Iowa
Pursuant to the provisions of Section 58 of the Iowa
Business Corporation Act, the domestic corporation hereinafter
named does hereby adopt the following Articles of Amendment of
its Articles of Incorporation:
1. The corporation's original name is Telephone
Systems, Inc.
2. The corporation is subject to the provisions
of the Iowa Business Corporation Act.
3. The effective date of incorporation of the
corporation is March 18, 1968.
4. Article IV of the Articles of Incorporation of
the Corporation is hereby amended so as henceforth to read as
set forth on Exhibit A attached hereto and made a part hereof.
5. The aforesaid amendment was adopted by the
shareholders entitled to vote thereon on August 30, 1979.
6. The number of shares which were outstanding
and entitled to vote on the aforesaid amendment is 3,001,854,
consisting of 2,932,621 Common Shares, par value $1.00 per
share, and 69,233 Preferred Shares, without par value, which
Common Shares and Preferred Shares were each entitled to vote
on the aforesaid amendment as a class.
7. The number of such outstanding shares that
were voted for the adoption of the aforesaid amendment is
2,715,270, and the number of said shares that were voted
against the same is 14,771; the number of such outstanding
Common Shares that were voted for adoption of the aforesaid
amendment is 2,669,458, and the number of such Common Shares
that were voted against the same is 14,771; and the number of
such outstanding Preferred Shares that were voted for the
adoption of the aforesaid amendment is 45,812, and the number
of such Preferred Shares were voted against the same is 0.
8. The date on which the aforesaid amendment
shall become effective is the date on which the Iowa Secretary
of State issues a Certificate of Amendment to the corporation.
-12-
<PAGE>
Executed on August 30, 1979.
TELEPHONE AND DATA SYSTEMS, INC.
By: /s/ LeRoy T. Carlson
---------------------------
Its President
/s/ Michael G. Hron
------------------------------
Its Secretary
-13-
<PAGE>
STATE OF ILLINOIS )
) SS.
COUNTY OF COOK )
On this 30th day of August, A.D. 1979, before me, a
Notary Public in and for the State and County aforesaid,
personally appeared Michael G. Hron, to me personally known,
who, being by me duly sworn, did say that he is the Secretary
of Telephone and Data Systems, Inc., the corporation which
executed the foregoing instrument; that he signed said
instrument upon behalf of said corporation; and that he
acknowledged said instrument to be the voluntary act and deed
of said corporation by it voluntarily executed and his signing
to be his voluntary act and deed by him voluntarily signed.
IN WITNESS WHEREOF, I have placed my hand and seal
on the date aforesaid.
/s/ Robert C. Bonges
---------------------------------
Notary Public
Commission expires: 9/4/81
---------------
[NOTARY SEAL]
-14-
<PAGE>
EXHIBIT A
ARTICLE IV
-----------
Paragraph 1: The aggregate number of shares which
the corporation is authorized to issue is 29,000,000 shares,
consisting of three classes. The designation of each class,
the number of shares of each class, the par value, if any, of
the shares of each class, or a statement that the shares of
any class are without par value, are as follows:
Class Series No. of Shares Par Value
------ ------- --------------- -----------
Common None 25,000,000 $1.00 per share
Series A
Common None 2,000,000 $1.00 per share
Preferred See
Paragraph 2 2,000,000 Without par value
Paragraph 2: The preferences, qualifications,
limitations, restrictions, and the special or relative rights
of the Common, Series A Common, and Preferred Shares are:
I. Issue of Preferred Shares in Series.
-------------------------------------
Authority is hereby vested in the board of directors to
divide any or all of the Preferred Shares into series and to
fix and determine as to each series so established:
(i) The rate of dividend;
(ii) The price at and terms and conditions on
which shares may be redeemed;
(iii) The amount payable upon shares in event of
involuntary liquidation;
(iv) The amount payable upon shares in event of
voluntary liquidation;
(v) Sinking fund provisions for the redemption
or purchase of shares;
(vi) The terms and conditions on which shares
may be converted, if the shares of any series are
issued with the privilege of conversion;
(vii) Voting rights, if any.
II. Dividends. The holders of Preferred Shares of
each series shall be entitled to receive, when and as declared
by the board of directors, dividends at the rate fixed for
such series,
-15-
<PAGE>
and no more, payable in quarterly installments on the first
days of March, June, September, and December in each year.
Dividends on Preferred Shares shall be cumulative from and
after the respective dates of issuance. No dividends shall be
declared on the shares of any series of Preferred Shares for
any dividend period unless the full dividend for all prior
dividend periods shall have been declared or shall be declared
at the same time upon all Preferred Shares outstanding during
such prior dividend periods. No dividends shall be declared
on the shares of any series of Preferred Shares unless a
dividend for the same period shall be declared at the same
time upon all Preferred Shares outstanding during said period
in like proportion to the dividend rate upon such shares. No
dividends shall be paid on the Common Shares unless full
dividends on the Preferred Shares for all past dividend
periods, and for the current dividend period, shall have been
declared and the corporation shall have paid such dividends or
shall have set apart a sum sufficient for the payment thereof.
No dividends shall be declared or paid on the Series A Common
Shares unless the same, or greater, dividends, on a per share
basis, are declared and paid at the same time on the Common
Shares; provided, however, that if at any time a dividend is
to be paid in either Common Shares or Series A Common Shares
on either Common Shares or Series A Common Shares, such
dividend may only be paid as follows:
(i) Common Shares may be paid to holders of
Common Shares and proportionately to holders of Series
A Common Shares;
(ii) Series A Common Shares may be paid to
holders of Common Shares and proportionately to
holders of Series A Common Shares; and
(iii) Common Shares may be paid to holders of
Common Shares and Series A Common Shares may be paid
proportionately to holders of Series A Common Shares.
III. Certain Provisions Relating to Liquidation.
In the event of any dissolution, liquidation or winding up of
the corporation, whether voluntary or involuntary, the holders
of the then outstanding Preferred Shares shall be entitled to
receive the fixed amount payable in such event plus a sum
equal to the amount of all accumulated and unpaid dividends
thereon at the dividend rate fixed for such shares; after such
payment to the holders of Preferred Shares the remaining
assets and funds of the corporation shall be distributed pro
rata among the holders of the Common Shares and the Series A
Common Shares. A consolidation, merger, or reorganization of
the corporation with any other corporation or corporations, or
a sale of all or substantially all of the assets of the
corporation, shall not be considered a dissolution,
liquidation, or winding up of the corporation within the
meaning of these provisions.
IV. Preemptive Rights. No holder of shares of any
class of the corporation shall have any preemptive right to
subscribe for
-16-
<PAGE>
or acquire additional shares of the corporation of the same or
any other class, whether such shares be hereby or hereafter
authorized; and no holder of shares of any class of the
corporation shall have any preemptive right to acquire any
shares which may be held in the treasury of the corporation;
all such additional or treasury shares may be sold for such
consideration at such time, and to such person or persons as
the board of directors may from time to time determine.
V. Voting. With respect to the election of
directors, the holders of Common Shares and Preferred Shares
entitled to vote thereon, voting as a class, shall be entitled
to elect one director at the annual meeting of shareholders in
1980; one director at the annual meeting of shareholders in
1981; and, at each annual meeting after 1981, that number of
directors which (together with all directors whose term does
not expire at the time of such meeting and who were previously
elected by such holders) constitutes 20% of the total number
of directors of the corporation (rounded to the nearest whole
number), and for this purpose, the total number of directors
of the corporation shall be determined without regard to any
directors(s) whom the holders of one or more series of
Preferred Shares, voting as a class, have elected or have the
right to elect. The holders of Series A Common Shares, voting
as a class, shall be entitled to elect the remaining
directors, subject to the rights of the holders of one or more
series of Preferred Shares, voting as a class, to elect one or
more directors.
With respect to all matters other than the election
of directors, the holders of Common Shares shall be entitled
to one vote for each share of such stock standing in the name
of the holder on the books of the corporation, the holders of
Series A Common Shares shall be entitled to 250 votes for each
share of such stock standing in the name of the holder on the
books of the corporation, and the holders of Preferred Shares
shall have the voting rights fixed and determined by the board
of directors at the time the series of Preferred Shares held
by such holders was established.
-17-
<PAGE>
ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
TELEPHONE AND DATA SYSTEMS, INC.
---------------------------------
To the Secretary of State
State of Iowa
Pursuant to the provisions of Section 58 of the Iowa
Business Corporation Act, the domestic corporation hereinafter
named does hereby adopt the following Articles of Amendment of
its Articles of Incorporation:
1. The corporation's original name is Telephone
Systems, Inc.
2. The corporation is subject to the provisions
of the Iowa Business Corporation Act.
3. The effective date of incorporation of the
Corporation is March 18, 1968.
4. Article IV of the Articles of Incorporation
of the Corporation is hereby amended so as henceforth to read
as set forth on Exhibit A attached hereto and made a part
hereof.
5. The aforesaid amendment was adopted by the
shareholders entitled to vote thereon on December 5, 1981.
6. The number of shares which were outstanding
and entitled to vote on the aforesaid amendment is 3,372,390,
consisting of 2,625,454 Common Shares, par value $1.00 per
share, 603,673 Series A Common Shares, par value $1.00 per
share, and 143,263 Preferred Shares, without par value, which
Common Shares, Series A Common Shares and Preferred Shares
were each entitled to vote on the aforesaid amendment as a
class.
7. The number of votes cast for the adoption of
the aforesaid amendment is 146,409,462, and the number of
votes cast against the same is 74,206; the number of such
outstanding Common Shares that were voted for adoption of the
aforesaid amendment is 2,263,951, and the number of such
Common Shares that were voted against the same is 1,206; the
number of Series A Common Shares, having 250 votes per share,
that were voted for the adoption of the aforesaid amendment is
576,145, and the number of such Series A Common Shares that
were voted against the same is 292; and the number of such
outstanding Preferred Shares that were voted for the adoption
of the aforesaid amendment is 109,261, and the number of such
Preferred Shares that were voted against the same is 0.
-18-
<PAGE>
8. The date on which the aforesaid amendment
shall become effective is the date on which the Iowa Secretary
of State issues a Certificate of Amendment to the corporation.
Executed on December 5, 1981.
TELEPHONE AND DATA SYSTEMS, INC.
By: /s/ LeRoy T. Carlson
-----------------------------
Its Chairman
/s/ Michael G. Hron
-----------------------------
Its Secretary
-19-
<PAGE>
STATE OF ILLINOIS )
) SS.
COUNTY OF COOK )
On this 5th day of December, A.D. 1981, before me, a
Notary Public in and for the State and County aforesaid,
personally appeared Michael G. Hron, to me personally known,
who, being by me duly sworn, did say that he is the Secretary
of Telephone and Data Systems, Inc., the corporation which
executed the foregoing instrument; that he signed said
instrument upon behalf of said corporation; and that he
acknowledged said instrument to be the voluntary act and deed
of said corporation by it voluntarily executed and his signing
to be his voluntary act and deed by him voluntarily signed.
IN WITNESS WHEREOF, I have placed my hand and seal
on the date aforesaid.
/s/ Clote Smith
------------------------------
Notary Public
Commission expires: 9/2/85
---------------
-20-
<PAGE>
EXHIBIT A
ARTICLE IV
--------------
Paragraph 1: The aggregate number of shares which
the corporation is authorized to issue is 77,000,000 shares,
consisting of three classes. The designation of each class,
the number of shares of each class, the par value, if any, of
the shares of each class, or a statement that the shares of
any class are without par value, are as follows:
Class Series No. of Shares Par Value
-------- --------- -------------- -----------
Common None 50,000,000 $1.00 per share
Series A
Common None 25,000,000 $1.00 per share
Preferred See
Paragraph 2 2,000,000 Without par value
Paragraph 2: The preferences, qualifications,
limitations, restrictions, and the special or relative rights
of the Common, Series A Common, and Preferred Shares are:
I. Issue of Preferred Shares in Series.
---------------------------------------------
Authority is hereby vested in the board of directors to
divide any or all of the Preferred Shares into series and to
fix and determine as to each series so established:
(i) The rate of dividend;
(ii) The price at and terms and conditions on
which shares may be redeemed;
(iii) The amount payable upon shares in event of
involuntary liquidation;
(iv) The amount payable upon shares in event of
voluntary liquidation;
(v) Sinking fund provisions for the redemption
or purchase of shares;
(vi) The terms and conditions on which shares
may be converted, if the shares of any series are
issued with the privilege of conversion;
(vii) Voting rights, if any, but in no event
more than ten votes per share in connection with any
matter.
II. Dividends. The holders of Preferred Shares of
each series shall be entitled to receive, when and as declared
by
-21-
<PAGE>
the board of directors, dividends at the rate fixed for such
series, and no more, payable in quarterly installments on the
first days of March, June, September, and December in each
year. Dividends on Preferred Shares shall be cumulative from
and after the respective dates of issuance. No dividends
shall be declared on the shares of any series of Preferred
Shares for any dividend period unless the full dividend for
all prior dividend periods shall have been declared or shall
be declared at the same time upon all Preferred Shares
outstanding during such prior dividend periods. No dividends
shall be declared on the shares of any series of Preferred
Shares unless a dividend for the same period shall be declared
at the same time upon all Preferred Shares outstanding during
said period in like proportion to the dividend rate upon such
shares. No dividends shall be paid on the Common Shares
unless full dividends on the Preferred Shares for all past
dividend periods, and for the current dividend period, shall
have been declared and the corporation shall have paid such
dividends or shall have set apart a sum sufficient for the
payment thereof. No dividends shall be declared or paid on
the Series A Common Shares unless the same, or greater,
dividends, on a per share basis, are declared and paid at the
same time on the Common Shares, provided, however, that if at
any time a dividend is to be paid in either Common Shares or
Series A Common Shares on either Common Shares or Series A
Common Shares, such dividend may only be paid follows:
(i) Common Shares may be paid to holders of
Common Shares and proportionately to holders of Series
A Common Shares;
(ii) Series A Common Shares may be paid to
holders of Common Shares and proportionately to
holders of Series A Common Shares; or
(iii) Common Shares may be paid to holders of
Common Shares and Series A Common Shares may be paid
proportionately to holders of Series A Common Shares;
and in the case of any such stock dividend and board of
directors may permit both the holders of Common Shares and
holders of Series A Common Shares to elect to receive cash in
lieu of stock.
III. Certain Provisions Relating to Liquidation.
---------------------------------------------
In the event of any dissolution, liquidation or winding up of
the corporation, whether voluntary or involuntary, the holders
of the then outstanding Preferred Shares shall be entitled to
receive the fixed amount payable in such event plus a sum
equal to the amount of all accumulated and unpaid dividends
thereon at the dividend rate fixed for such shares; after such
payment to the holders of Preferred Shares the remaining
assets and funds of the corporation shall be distributed pro
rata among the holders of the Common Shares and the Series A
Common Shares. A consolidation, merger, or reorganization of
the corporation with any other corporation or corporations, or
a sale of all or substantially all of the assets of the
corporation, shall not be considered a dissolution,
-22-
<PAGE>
liquidation, or winding up of the corporation within the
meaning of these provisions.
IV. Preemptive Rights. No holder of shares of any
class of the corporation shall have any preemptive right to
subscribe for or acquire any unissued or treasury shares or
other securities of the corporation of the same or any other
class, whether such shares or securities be hereby or
hereafter authorized, except that holders of Series A Common
Shares shall have a preemptive right to acquire unissued or
treasury Series A Common Shares or securities convertible into
or exchangeable for Series A Common Shares or carrying a right
to subscribe to or acquire Series A Common Shares; provided,
however, that no preemptive right shall exist to acquire any
Series A Common Shares sold otherwise than for cash.
V. Voting. With respect to the election of
directors, the holders of (i) Preferred Shares that are
entitled to vote thereon and that were issued before October
31, 1981, and (ii) Common Shares, both voting together as one
class, shall be entitled to elect at each annual meeting that
number of directors which (together with all directors whose
terms do not expire at the time of such meeting and who were
previously elected by such holders) constitutes 25% of the
total number of directors of the corporation (rounded up to
the nearest whole number), and for this purpose, the total
number of directors of the corporation shall be determined
without regard to any director(s) whom the holders of one or
more series of Preferred Shares, voting as a class, have
elected or have the right to elect. The holders of (i)
Preferred Shares that are entitled to vote thereon and that
were issued after October 31, 1981, and (ii) Series A Common
Shares, both voting together as one class, shall be entitled
to elect the remaining directors, subject to the rights, if
any, of the holders of one or more series of Preferred Shares,
voting as a class, to elect one or more directors, and in such
election each holder of Series A Common Shares shall be
entitled to ten votes for each share of such stock standing in
the name of the holder on the books of the corporation, and
the holders of such Preferred Shares shall have the voting
rights fixed and determined by the board of directors at the
time the series of such Preferred Shares held by such holders
was established.
With respect to all matters other than the election
of directors, each holder of Common Shares shall be entitled
to one vote for each share of such stock standing in the name
of the holder on the books of the corporation, each holder of
Series A Common Shares shall be entitled to ten votes for each
share of such stock standing in the name of the holder on the
books of the corporation, and the holders of Preferred Shares
shall have the voting rights fixed and determined by the board
of directors at the time the series of Preferred Shares held
by such holders was established.
In the event the number of issued and outstanding
Series A Common Shares at any time falls below 500,000, then
with respect
-23-
<PAGE>
to the election of directors at the next annual meeting and at
each annual meeting thereafter the holders of Common Shares,
Series A Common Shares, and Preferred Shares that are entitled
to vote thereon shall be entitled to elect all of the
directors of the corporation, subject to the rights, if any,
of the holders of one or more series of Preferred Shares,
voting as a class, to elect one or more directors, and in each
such election of directors each holder of Common Shares shall
be entitled to one vote for each share of such stock standing
in the name of the holder on the books of the corporation,
each holder of Series A Common Shares shall be entitled to ten
votes for each share of such stock standing in the name of the
holder on the books of the corporation, and the holders of
Preferred Shares shall have the voting rights fixed and
determined by the board of directors at the time the series of
Preferred Shares held by such holders was established.
VI. Conversion. At any time after March 1, 1982,
each outstanding Series A Common Share shall be convertible
into one Common Share. Any such conversion shall be effected
by the presentation and surrender of the certificates
representing the Series A Common Shares to be converted, at
the office of the corporation or at such other place as may
from time to time be designated by the corporation, in such
form and accompanied by all transfer taxes (or proof of
payment thereof), if any, as shall be required for such
transfer, and upon such surrender, the holder of such stock
shall be entitled to receive in exchange therefor certificates
for fully paid and non-assessable Common Shares of the
corporation at the rate aforesaid, and such holder shall be
registered as the holder of such Common Shares.
-24-
<PAGE>
ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
TELEPHONE AND DATA SYSTEMS, INC.
To the Secretary of State
State of Iowa
Pursuant to the provisions of Section 496A.58 of the
Iowa Business Corporation Act, the domestic corporation
hereinafter named does hereby adopt the following Articles of
Amendment of its Articles of Incorporation:
1. The name of the corporation is Telephone and Data
Systems, Inc. The corporation's original name was Telephone
Systems, Inc.
2. The corporation is subject to the provisions of the
Iowa Business Corporation Act.
3. The effective date of the incorporation of the
corporation is March 18, 1968.
4. A new Article VIII is hereby added to the Articles
of Incorporation to read as set forth on the attached Exhibit
A.
5. The aforesaid amendment was adopted by the
shareholders entitled to vote thereon on May 12, 1988.
6. The number of shares which are outstanding on the
date of the adoption of the aforesaid amendment was 4,421,269
Series A Common Shares, 11,112,733 Common Shares and 118,297
Preferred Shares. All shareholders were entitled to vote on
the aforesaid amendment as a single class with the holders of
Common Shares and Preferred Shares having one vote per share,
and the holders of Series A Common Shares having ten votes per
share.
7. The numbers of outstanding shares which were voted
for the adoption of the aforesaid amendment are 4,294,803
Series A Common Shares (entitled to ten votes per share),
8,567,952 Common Shares and 78,279 Preferred Shares and the
numbers of said shares which were voted against the amendment
are zero Series A Common Shares, 245,687 Common Shares and
6,015 Preferred Shares. The holders of 21,228 Common Shares
abstained from voting on the aforesaid amendment.
8. The date on which the aforesaid amendment shall
become effective is the date on which the Iowa Secretary of
State issues a Certificate of Amendment to the corporation.
-25-
<PAGE>
9. The aforesaid amendment does not provide for an
exchange, reclassification or cancellation of issued shares,
nor does it effect a change in the amount of stated capital.
Executed on May 26, 1988
TELEPHONE AND DATA SYSTEMS, INC.
By: /s/ LeRoy T. Carlson, Jr.
------------------------------
LeRoy T. Carlson, Jr.,
President
By: /s/ Michael G. Hron
-------------------------------
Michael G. Hron, Secretary
STATE OF ILLINOIS )
) SS:
COUNTY OF COOK )
On this 26th day of May, 1988, before me, a Notary
Public in and for the State and County aforesaid, personally
appeared LeRoy T. Carlson, Jr., Michael G. Hron, to me
personally known, who, being by me duly sworn, did say that
they are the President and Secretary, respectively, of
Telephone and Data Systems, Inc., the corporation which
executed the foregoing instrument; that they signed said
instrument upon behalf of said corporation; and that they
acknowledged said instrument to be the voluntary act and deed
of said corporation by it voluntarily executed and their
signing to be their voluntary act and deed by them voluntarily
signed.
IN WITNESS WHEREOF, I have placed my hand and seal
on the date aforesaid.
/s/ Barb Hildebrand
-----------------------------------
Notary Public
My Commission expires: 1/27/92
-------------
-26-
<PAGE>
EXHIBIT A TO
ARTICLES OF AMENDMENT OF
ARTICLES OF INCORPORATION OF
TELEPHONE AND DATA SYSTEMS, INC.,
REGARDING THE ADDITION OF ARTICLE VIII THERETO
"ARTICLE VIII: To the extent permitted by the Iowa Business
Corporation Act or any other applicable law presently or
hereafter in effect, no director of the corporation shall be
personally liable to the corporation or its shareholders for
monetary damages for breach of any fiduciary duty owed to the
corporation or its shareholders, provided that this provision
shall not relieve a director from liability (a) for any breach
of the director's duty of loyalty to the corporation or its
shareholders, (b) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law, (c) for transactions from which the director derives an
improper personal benefit, or (d) under Section 496A.44 of the
Iowa Business Corporation Act. This Article shall not apply
to acts or omissions occurring prior to its effectiveness. No
amendment to, expiration of or repeal of this Article shall
apply to or have any effect on the liability or alleged
liability of any director of the corporation for or with
respect to any acts or omissions of such director occurring
prior to such amendment, expiration or repeal."
-27-
<PAGE>
ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
TELEPHONE AND DATA SYSTEMS, INC.
To the Secretary of State
State of Iowa
Pursuant to the provisions of Section 496A.58 of the
Iowa Business Corporation Act, the domestic corporation
hereinafter named does hereby adopt the following Articles of
Amendment of its Articles of Incorporation:
1. The name of the corporation is Telephone and Data
Systems, Inc. The corporation's original name was Telephone
Systems, Inc.
2. The corporation is subject to the provisions of the
Iowa Business Corporation Act.
3. The effective date of the incorporation of the
corporation is March 18, 1968.
4. Sections II and III of Paragraph 2 of Article IV,
are hereby amended so as henceforth to read as set forth on
the attached Exhibit A.
5. The aforesaid amendment was adopted by the
shareholders entitled to vote thereon on May 12, 1988.
6. The number of shares which were outstanding on the
date of the adoption of the aforesaid amendment was 4,421,269
Series A Common Shares, 11,112,733 Common Shares and 118,297
Preferred Shares. All shareholders were entitled to vote on
the aforesaid amendment. The holders of Common Shares voted
separately as a single class, the holders of Series A Common
Shares voted separately as a single class and the holders of
Common Shares, Series A Common Shares and Preferred Shares
voted as a class.
7. The numbers of outstanding shares which were voted
for the adoption of the aforesaid amendment are 4,294,803
Series A Common Shares (entitled to ten votes per share),
8,459,200 Common Shares and 78,282 Preferred Shares, and the
numbers of said shares which were voted against the same are
zero Series A Common Shares, 269,093 Common Shares and 4,300
Preferred Shares. The holders of 106,574 Common Shares and
1,712 Preferred Shares abstained from voting on the aforesaid
amendment.
-28-
<PAGE>
8. The aforesaid amendment does not provide for an
exchange, reclassification or cancellation of issued shares,
nor does it effect a change in the amount of stated capital.
Executed on May 26, 1988.
TELEPHONE AND DATA SYSTEMS, INC.
By: /s/ LeRoy T. Carlson, Jr.
------------------------------
LeRoy T. Carlson, Jr.,
President
By: /s/ Michael G. Hron
------------------------------
Michael G. Hron, Secretary
STATE OF ILLINOIS )
) SS:
COUNTY OF COOK )
On this 26th day of May, 1988, before me, a Notary
Public in and for the State and County aforesaid, personally
appeared LeRoy T. Carlson, Jr., and Michael G. Hron, to me
personally known, who, being by me duly sworn, did say that
they are the President and Secretary, respectively, of
Telephone and Data Systems, Inc., the corporation which
executed the foregoing instrument; that they signed said
instrument upon behalf of said corporation; and that they
acknowledged said instrument to be the voluntary act and deed
of said corporation by it voluntarily executed and their
signing to be their voluntary act and deed by them voluntarily
signed.
IN WITNESS WHEREOF, I have placed my hand and seal
on the date aforesaid.
/s/ Barb Hildebrand
-----------------------------
Notary Public
My Commission expires: 1/27/92
------------
-29-
<PAGE>
EXHIBIT A TO
ARTICLES OF AMENDMENT OF
ARTICLES OF INCORPORATION OF
TELEPHONE AND DATA SYSTEMS, INC.,
REGARDING AMENDMENTS TO SECTIONS II AND III OF
PARAGRAPH 2 OF ARTICLE IV
"II. Dividends. The holders of Preferred Shares of each
series shall be entitled to receive, when and as declared by
the board of directors, dividends at the rate fixed for such
series, and no more, payable in quarterly installments on the
first days of March, June, September, and December in each
year. Dividends on Preferred Shares shall be cumulative from
and after the respective dates of issuance. No dividends
shall be declared on the shares of any series of Preferred
Shares for any dividend period unless the full dividend for
all prior dividend periods shall have been declared or shall
be declared at the same time upon all Preferred Shares
outstanding during such prior dividend periods. No dividends
shall be declared on the shares of any series of Preferred
Shares unless a dividend for the same period shall be declared
at the same time upon all Preferred Shares outstanding during
said period in like proportion to the dividend rate upon such
shares. No dividends shall be paid on the Common Shares
unless full dividends on the Preferred Shares for all past
dividend periods, and for the current dividend period, shall
have been declared and the corporation shall have paid such
dividends or shall have set apart a sum sufficient for the
payment thereof. No dividends shall be declared or paid on
the Series A Common Shares unless the same, or greater,
dividends, on a per share basis, are declared and paid at the
same time on the Common Shares; provided, however, that if at
any time a dividend is to be paid in either Common Shares or
Series A Common Shares on either Common Shares or Series A
Common Shares, such dividend may only be paid as follows:
(i) Common Shares may be paid to holders of Common
Shares and proportionately to holders of Series A Common
Shares;
(ii) Series A Common Shares may be paid to holders
of Common Shares and proportionately to holders of Series A
Common Shares; or
(iii) Common Shares may be paid to holders of Common
Shares and Series A Common Shares may be paid proportionately
to holders of Series A Common Shares;
and in the case of any such stock dividend the board of
directors may permit both the holders of Common Shares and the
holders of Series A Common Shares to elect to receive cash in
lieu of stock; and provided, further, that if at any time a
dividend is to be paid on Common Shares and Series A Common
Shares in two classes of common stock (the "Subsidiary Common
Shares" and the "Subsidiary Series A Common Shares") of a
subsidiary of the corporation (the "Subsidiary"), with the
Subsidiary Common Shares and the Subsidiary
-30-
<PAGE>
Series A Common Shares having relative rights, preferences and
limitations vis-a-vis each other that, in the judgment of the
board of directors, are similar in all material respects to
the relative rights, preferences and limitations of the Common
Shares vis-a-vis the Series A Common Shares (except for any
variations in rights, preferences and limitations that are (i)
necessary to enable the Subsidiary Common Shares to be traded
on an exchange or through the NASDAQ System; (ii) due to
differences in the laws of the states of incorporation of the
corporation and the Subsidiary; or (iii) equally applicable to
the Subsidiary Common Shares and the Subsidiary Series A
Common Shares), then the Subsidiary Common Shares shall be
paid to the extent practicable to the holders of Common Shares
and Subsidiary Series A Common Shares shall be paid to the
extent practicable to holders of Series A Common Shares,
provided that the same number of shares on a per share basis
shall be paid on Common Shares and Series A Common Shares.
III. Certain Provisions Relating to Liquidation. In the
event of any dissolution, liquidation or winding up of the
corporation, whether voluntary or involuntary, the holders of
the then outstanding Preferred Shares shall be entitled to
receive the fixed amount payable in such event plus a sum
equal to the amount of all accumulated and unpaid dividends
thereon at the dividend rate fixed for such shares; after such
payment to the holders of Preferred Shares the remaining
assets and funds of the corporation shall be distributed pro
rata among the holders of the Common Shares and the Series A
Common Shares; provided, however, that if the remaining assets
and funds of the corporation include two classes of common
stock (the "Subsidiary Common Shares" and the "Subsidiary
Series A Common Shares") of a subsidiary of the corporation
(the "Subsidiary"), with the Subsidiary Common Shares and the
Subsidiary Series A Common Shares having relative rights,
preferences and limitations vis-a-vis each other that, in the
judgment of the board of directors, are similar in all
material respects to the relative rights, preferences and
limitations of the Common Shares vis-a-vis the Series A Common
Shares (except for any variations in rights, preferences and
limitations that are (i) necessary to enable the Subsidiary
Common Shares to be traded on an exchange or through the
NASDAQ System; (ii) due to differences in the laws of the
states of incorporation of the corporation and the Subsidiary;
or (iii) equally applicable to the Subsidiary Common Shares
and the Subsidiary Series A Common Shares), then Subsidiary
Common Shares shall be distributed to the extent practicable
to the holders of Common Shares and the Subsidiary Series A
Common Shares shall be distributed to the extent practicable
to holders of Series A Common Shares, provided that the same
number of shares on a per share basis shall be distributed
with respect to Common Shares and Series A Common Shares. A
consolidation, merger, or reorganization of the corporation
with any other corporation or corporations, or a sale of all
or substantially all of the assets of the corporation, shall
not be considered a dissolution, liquidation, or winding up of
the corporation within the meaning of these provisions.
-31-
<PAGE>
STATEMENT OF CHANGE OF REGISTERED OFFICE
OF
TELEPHONE AND DATA SYSTEMS, INC.
To the Secretary of State
of the State of Iowa:
Pursuant to the provisions of Section 12 of the Iowa
Business Corporation Act, Chapter 496A, Code of Iowa, the
undersigned corporation, organized under the laws of the State
of Iowa, submits the following statement for the purpose of
changing its registered office in the State of Iowa:
I. The name of the corporation is Telephone and
Data Systems, Inc.
II. The address of its present registered office
is 111 W. 2nd, Ottumwa, Iowa 52501 in the
County of Wapello.
III. The address to which its registered office is
to be changed is North Court at Park, Ottumwa,
Iowa 52501 in the county of Wapello.
IV. The name of its present registered agent is
Richard C. Bauerle.
V. The registered agent of the corporation will
continue to be Richard C. Bauerle.
VI. The address of its registered office and the
address of the business office of its
registered agent as changed, will be
identical.
VII. Such change was authorized by resolution duly
adopted by its Board of Directors.
TELEPHONE AND DATA SYSTEMS, INC.
By: /s/ LeRoy T. Carlson, Jr.
----------------------------
LeRoy T. Carlson, Jr.,
President
-32-
<PAGE>
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
I, LeRoy T. Carlson, Jr., being first duly sworn on
oath, depose and state that I am the President of Telephone
and Data Systems, Inc., and that I executed the foregoing
instrument as President of the corporation, and that the
statements contained therein are true.
/s/ LeRoy T. Carlson, Jr.
-------------------------------
LeRoy T. Carlson, Jr.,
President
Subscribed and sworn to before me this 10th day of
May, 1989.
/s/ Miriam L. Oberbruer
-----------------------------
Notary Public
-33-
<PAGE>
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
TELEPHONE AND DATA SYSTEMS, INC.
To the Secretary of State
State of Iowa
Pursuant to the provisions of Section 496A.58 of the
Iowa Business Corporation Act, the domestic corporation
hereinafter named does hereby adopt the following Articles of
Amendment for its Articles of Incorporation:
1. The name of the corporation is Telephone and
Data Systems, Inc. (formerly, Telephone Systems, Inc.) and its
effective date of incorporation is March 18, 1968.
2. A new Article IX is hereby added to the
Articles of Incorporation to read as set forth on the attached
Exhibit A.
3. The aforesaid amendment was adopted by the
shareholders entitled to vote thereon on June 2, 1989.
4. The number of shares which were outstanding on
the date of the adoption of the aforesaid amendment was
6,628,466 Series A Common Shares, 20,909,739 Common Shares and
173,652 Preferred Shares. Shareholders of record as of the
close of business on April 4, 1989, were entitled to vote on
the aforesaid amendment. The number of shares entitled to
vote on the amendment was 6,640,548 Series A Common Shares,
18,475,915 Common Shares and 185,427 Preferred Shares.
5. For approval of the amendment to establish a
new Article IX, the holders of Common Shares, Preferred Shares
and Series A Common Shares voted without regard to class. The
number of outstanding shares voted for the adoption of the
aforesaid amendment was 6,632,472 Series A Common Shares
(entitled to ten votes per share), 13,008,174 Common Shares
and 151,274 Preferred Shares and the number of said shares
which were voted against the amendment are 2,676,987 Common
Shares and 290 Preferred Shares. The holders of 71,524 Common
Shares and 324 Preferred Shares abstained from voting on the
aforesaid amendment.
6. The date on which the aforesaid amendment
shall become effective is the date on which the Iowa Secretary
of State issues a Certificate of Amendment to the corporation.
7. The aforesaid amendment does not provide for
an exchange, reclassification or cancellation of issued
shares, nor does it effect a change in the amount of stated
capital.
-34-
<PAGE>
Executed on June 27, 1989.
TELEPHONE AND DATA SYSTEMS, INC.
By: /s/ LeRoy T. Carlson, Jr.
----------------------------
Its President
/s/ Bertram T. Ebzery
----------------------------
Its Assistant Secretary
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
I, Bertram T. Ebzery, being first duly sworn on
oath, depose and state that I am the Assistant Secretary of
Telephone and Data Systems, Inc., and that I executed the
foregoing instrument as Assistant Secretary of the
corporation, and that the statements contained therein are
true, and that I acknowledge said instrument to be the
voluntary act and deed of the corporation.
/s/ Bertram T. Ebzery
---------------------------
Bertram T. Ebzery
Assistant Secretary
Subscribed and sworn to before me this 27th day of
June, 1989.
/s/ Karen A. Barnes
----------------------------
Notary Public
-35-
<PAGE>
Exhibit A
ARTICLE IX
TO
ARTICLES OF INCORPORATION
OF
TELEPHONE AND DATA SYSTEMS, INC.
ARTICLE IX: The board of directors of the corporation, when
evaluating any offer of another party to (a) make a tender or
exchange offer for any equity security of the corporation; (b)
merge or consolidate the corporation with another corporation;
or
(c) purchase or otherwise acquire all or substantially all of
the properties and assets of the corporation may, in
connection with the exercise of its judgment in determining
what is in the best interests of the corporation and its
shareholder, give due consideration to all factors the
directors deem relevant, including without limitation (i) the
effects on the customers of the corporation or any of its
subsidiaries; (ii) not only the consideration being offered in
relation to the then current market price for the
corporation's outstanding shares of capital stock, but also
the board of directors' estimate of the future value of the
corporation (including the unrealized value of its properties
and assets) as an independent going concern; and (iii) the
purpose of the corporation, and any of its subsidiaries, to
provide quality products and services on a long term basis.
-36-
<PAGE>
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
TELEPHONE AND DATA SYSTEMS, INC.
To the Secretary of State
State of Iowa
Pursuant to the provisions of Section 496A.58 of the
Iowa Business Corporation Act, the domestic corporation
hereinafter named does hereby adopt the following Articles of
Amendment for its Articles of Incorporation:
1. The name of the corporation is Telephone and
Data Systems, Inc. (formerly, Telephone Systems, Inc.) and its
effective date of incorporation is March 18, 1968.
2. Paragraph 1 of Article IV, is hereby amended
so as henceforth to read as set forth on the attached Exhibit
A.
3. The aforesaid amendments were adopted by the
shareholders entitled to vote thereon on June 2, 1989.
4. The number of shares which were outstanding on
the date of the adoption of the aforesaid amendment was
6,628,466 Series A Common Shares, 20,909,739 Common Shares and
173,652 Preferred Shares. Shareholders of record as of the
close of business on April 4, 1989, were entitled to vote on
the amendments. The number of shares entitled to vote on the
amendments was 6,640,548 Series A Common Shares, 18,475,915
Common Shares and 185,427 Preferred Shares.
5. (a) For approval of the amendment to
increase the number of authorized Preferred Shares, the
holders of Common Shares voted separately as a single class,
the holders of Series A Common Shares voted separately as a
single class and the holders of Preferred Shares voted
separately as a single class. The number of outstanding
shares voted for the amendment to increase the number of
authorized Preferred Shares of the Company was 6,626,700
Series A Common Shares (entitled to ten votes per share),
13,398,372 Common Shares and 149,625 Preferred Shares, and the
number of said shares voted against the same was 4,176 Series
A Common Shares, 2,252,988 Common Shares and 2,104 Preferred
Shares. The holders of 1,596 Series A Common Shares, 105,325
Common Shares and 144 Preferred Shares abstained from voting
on the aforesaid amendment.
(b) For approval of the amendment to increase
the number of authorized Common Shares, the holders of Common
Shares voted separately as a single class, the holders of the
Series A Common Shares voted separately as a single class, and
the holders of Common Shares, Series A Common Shares and
Preferred Shares voted
-37-
<PAGE>
without regard to class. The number of outstanding shares
voted for the amendment to increase the number of authorized
Common Shares of the Company was 6,626,700 Series A Common
Shares (entitled to ten votes per share), 12,685,438 Common
Shares and 151,678 Preferred Shares, and the number of said
shares voted against the same was 4,176 Series A Common
Shares, 3,016,617 Common Shares and 15 Preferred Shares. The
holders of 1,596 Series A Common Shares, 54,630 Common Shares
and 180 Preferred Shares abstained from voting on the
aforesaid amendment.
6. The date on which the aforesaid amendments
shall become effective is the date on which the Iowa Secretary
of State issues a Certificate of Amendment to the corporation.
7. The aforesaid amendments do not provide for an
exchange, reclassification or cancellation of issued shares,
nor does it effect a change in the amount of stated capital.
Executed on June 27, 1989.
TELEPHONE AND DATA SYSTEMS, INC.
By: /s/ LeRoy T. Carlson, Jr.
----------------------------
Its President
/s/ Bertram T. Ebzery
----------------------------
Its Assistant Secretary
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
I, Bertram T. Ebzery, being first duly sworn on
oath, depose and state that I am the Assistant Secretary of
Telephone and Data Systems, Inc., that I executed the
foregoing instrument as Assistant Secretary of the
corporation, and that the statements contained therein are
true, and that I acknowledge said instrument to be the
voluntary act and deed of the corporation.
/s/ Bertram T. Ebzery
--------------------------------
Bertram T. Ebzery
Assistant Secretary
Subscribed and sworn to before me this 27th day of
June, 1989.
/s/ Karen A. Barnes
----------------------------
Notary Public
-38-
<PAGE>
Exhibit A
PARAGRAPH 1 OF ARTICLE IV OF THE
ARTICLES OF INCORPORATION OF
TELEPHONE AND DATA SYSTEMS, INC.
Paragraph 1: The aggregate number of shares which
the corporation is authorized to issue is 130,000,000 shares,
consisting of three classes. The designation of each class,
the number of shares of each class, the par value, if any, of
the shares of each class, or a statement that the shares of
any class are without par value, are as follows:
Class Series No. of Shares Par Value
------ ------- ------------- ------------
Common None 100,000,000 $1.00 per share
Series A None 25,000,000 $1.00 per share
Common
Preferred See Paragraph 2 5,000,000 Without par value
(of original
articles)
-39-
<PAGE>
ARTICLES OF MERGER
OF
PITTSBORO COMMUNITY TELEPHONE CO., INC.
(an Indiana corporation)
INTO
TELEPHONE AND DATA SYSTEMS, INC.
(an Iowa corporation)
To the Secretaries of State
State of Iowa and State of Indiana
Pursuant to the provisions of the Iowa Business
Corporation Act governing the merger of a foreign wholly-owned
subsidiaries business corporation into its domestic parent
business corporation, and pursuant to the provisions of the
Indiana General Corporation Act governing the merger of a
domestic wholly-owned subsidiary business corporation into its
foreign parent business corporation, Telephone and Data
Systems, Inc., an Iowa corporation does hereby adopt the
following articles of merger.
A. The name of the subsidiary corporation, which
is a business corporation organized under the laws of the
State of Indiana, and which is subject to the provisions of
the Indiana General Corporation Act, is Pittsboro Community
Telephone Co., Inc., sometimes hereinafter referred to as the
"subsidiary corporation."
B. The name of the parent corporation, which is a
business corporation organized under the laws of the State of
Iowa, and which is subject to the provisions of the Iowa
Business Corporation Act, is Telephone and Data Systems, Inc.,
sometimes hereinafter referred to as the "surviving
corporation."
C. The number of outstanding shares of the
subsidiary corporation is 100, all of which are of one class,
and all of which are owned by the surviving corporation.
D. The following is the Plan of Merger for
merging Pittsboro Community Telephone Co., Inc., a business
corporation of the State of Indiana, into Telephone and Data
Systems, Inc., a business corporation of the State of Iowa:
Plan of Merger approved on December 22, 1983, by
resolution adopted by at least a majority vote of the members
of the Board of Directors of Telephone and Data Systems, Inc.,
for the purpose of merging Pittsboro Community Telephone Co.,
Inc., its
-40-
<PAGE>
wholly-owned subsidiary business corporation, into Telephone
and Data Systems, Inc.
1. Telephone and Data Systems, Inc., which is a
business corporation of the State of Iowa, is the owner of
all of the outstanding shares of Pittsboro Community
Telephone Co., Inc., which is a business corporation of
the State of Indiana, hereby merges Pittsboro Community
Telephone Co., Inc. into Telephone and Data Systems, Inc.,
pursuant to the provisions of the Indiana General
Corporation Act and the provisions of the Iowa Business
Corporation Act.
2. The separate existence of the subsidiary
corporation shall cease upon the effective date of the
merger pursuant to the provisions of the Indiana General
Corporation Act; and Telephone and Data Systems, Inc.,
shall continue its existence as the surviving corporation
pursuant to the provisions of the Iowa Business
Corporation Act.
3. The issued shares of the subsidiary corporation
shall not be converted in any manner, but each said share
which is issued as of the effective date of the merger
shall be surrendered and extinguished.
4. Telephone and Data Systems, Inc., does hereby
agree that it may be served with process in the State of
Indiana in any proceeding for the enforcement of any
obligation of the subsidiary corporation, does hereby
irrevocably appoint the Secretary of State of the State of
Indiana as its agent to accept service of process in any
such proceeding, and does hereby designate the following
address within the State of Indiana to which a copy of any
such process shall be mailed by said Secretary of State;
Mr. Robert A. Wilder
127 North Indiana Street
P.O. Box 248
Roachdale, Indiana 46172
5. The Board of Directors and the proper officers
of Telephone and Data Systems, Inc., are hereby
authorized, empowered, and directed to do any and all acts
and things and to make, execute, deliver, file and/or
record any and all instruments, papers, and documents
which shall be or become necessary, proper or convenient
to carry out or put into effect any of the provisions of
this Plan of Merger or of the merger herein provided for.
E. The Articles of Incorporation of the surviving
corporation do not require the approval of its shareholders
for the merger of the subsidiary corporation into the
surviving corporation.
-41-
<PAGE>
F. No mailing of a copy of the Plan of Merger is
required inasmuch as all of the outstanding shares of the
subsidiary corporation are owned by the surviving corporation.
G. The laws of the State of Indiana permit the
merger of a wholly-owned business corporation of that state
into a parent business corporation of the State of Iowa and
the merger provided for in the Plan of Merger is in due
compliance with the laws of the State of Indiana.
H. The effective date of the merger provided for
in the Plan of Merger, insofar as the provisions of the
Indiana General Corporation and the Iowa Business Corporation
Act shall govern said effective date, shall be December 30,
1983.
Executed on December 22, 1983
TELEPHONE AND DATA SYSTEMS, INC.
By: /s/ LeRoy T. Carlson
---------------------------
LeRoy T. Carlson
Chairman and Chief Executive Officer
/s/ Michael G. Hron
------------------------------
Michael G. Hron
Secretary
-42-
<PAGE>
STATE OF ILLINOIS )
) SS.
COUNTY OF COOK )
On this 22nd day of December, A.D. 1983, before me a
Notary Public in and for the State and County aforesaid,
personally appeared LeRoy T. Carlson, to me personally known,
who, being by me duly sworn, did say that he is the Chairman
and Chief Executive Officer of Telephone and Data Systems,
Inc., the corporation which executed the foregoing instrument;
that the seal affixed to said instrument is the seal of
Telephone and Data Systems, Inc.; that he signed and sealed
such instrument on behalf of said corporation by authority of
its Board of Directors; and that he acknowledged said
instrument to be the voluntary act and deed of said
corporation by it voluntarily executed and to be his voluntary
act and deed by him voluntarily executed.
IN WITNESS WHEREOF, I have placed my hand and seal
on the date aforesaid.
/s/ James M. O'Brien
----------------------------
Signature
James M. O'Brien
------------------------------
Notary Public
Commissions expires:
4/25/87
------------------------------
-43-
<PAGE>
ARTICLES OF MERGER
OF
FAYETTEVILLE TELEPHONE CORPORATION
(an Ohio corporation)
INTO
TELEPHONE AND DATA SYSTEMS, INC.
(an Iowa corporation)
To the Secretaries of State
State of Iowa and State of Ohio
Pursuant to the provisions of the Iowa Business
Corporation Act governing the merger of a foreign wholly-owned
subsidiary business corporation into its domestic parent
business corporation, and pursuant to the provisions of the
Ohio General Corporation Law governing the merger of a
domestic wholly-owned subsidiary business corporation into its
foreign parent business corporation, Telephone and Data
Systems, Inc., an Iowa corporation, does hereby adopt the
following articles of merger.
A. The name of the subsidiary corporation, which
is a business corporation organized under the laws of the
State of Ohio and which is subject to the provisions of the
Ohio General Corporation Law, is Fayetteville Telephone
Corporation, sometimes hereinafter referred to as the
"subsidiary corporation."
B. The name of the parent corporation, which is a
business corporation organized under the laws of the State of
Iowa, and which is subject to the provisions of the Iowa
Business Corporation Act, is Telephone and Data Systems, Inc.,
sometimes hereinafter referred to as the "surviving
corporation."
C. The number of outstanding shares of the
subsidiary corporation is 360, all of which are of one class,
and all of which are owned by the surviving corporation.
D. The following is the Plan of Merger for
merging Fayetteville Telephone Corporation, a business
corporation of the State of Ohio into Telephone and Data
Systems, Inc., a business corporation of the State of Iowa;
PLAN OF MERGER approved on December 22, 1983, by
resolution adopted by at least a majority of the
members of the Board of Directors of Telephone and
Data Systems, Inc., for the purpose of merging
Fayetteville Telephone
-44-
<PAGE>
Corporation, its wholly-owned subsidiary business
corporation, into Telephone and Data Systems, Inc.
1. Telephone and Data Systems, Inc., which is a
business corporation of the State of Iowa, is the
owner of all of the outstanding shares of
Fayetteville Telephone Corporation, which is a
business corporation of the State of Ohio, hereby
merges Fayetteville Telephone Corporation into
Telephone and Data Systems, Inc., pursuant to the
provisions of the Ohio General Corporation Law and
the provisions of the Iowa Business Corporation Act.
2. The separate existence of the subsidiary
corporation shall cease upon the effective date of
the merger pursuant to the provisions of the Ohio
General Corporation Law; and Telephone and Data
Systems, Inc., shall continue its existence as the
surviving corporation pursuant to the provisions of
the Iowa Business Corporation Act.
3. The issued shares of the subsidiary
corporation shall not be converted in any manner,
but each said share which is issued as of the
effective date of the merger shall be surrendered
and extinguished.
4. Telephone and Data Systems, Inc., does hereby
agree that it may be served with process in the
State of Ohio in any proceeding for the enforcement
of any obligation of the subsidiary corporation,
does hereby irrevocably appoint the Secretary of
State of the State of Ohio as its agent to accept
service of process in any such proceeding, and does
hereby designate the following address within the
State of Ohio to which a copy of any such process
shall be mailed by said Secretary of State:
Mr. Robert A. Wilder
Russel Street
P.O. Box 110
Fayetteville, Ohio 45118
5. The Board of Directors and the proper officers
of Telephone and Data Systems, Inc., are hereby
authorized, empowered, and directed to do any and
all acts and things and to make, execute, deliver,
file and/or record any and all instruments, papers,
and documents which shall be or become necessary,
proper or convenient to carry out or put into effect
any of the provisions of this Plan of Merger or of
the merger herein provided for.
E. The Articles of Incorporation of the surviving
corporation do not require the approval of its shareholders
for the
-45-
<PAGE>
merger of the subsidiary corporation into the surviving
corporation.
F. No mailing of a copy of the Plan of Merger is
required inasmuch as all of the outstanding shares of the
subsidiary corporation are owned by the surviving corporation.
G. The laws of the State of Ohio permit the
merger of a wholly-owned business corporation of that state
into a parent business corporation of the State of Iowa and
the merger provided for in the Plan of Merger is in due
compliance with the laws of the State of Ohio.
H. The Plan of Merger was approved by at least a
majority vote of the Boards of Directors of Telephone and Data
Systems, Inc., and Fayetteville Telephone Corporation.
I. The effective date of the merger provided for
in the Plan of Merger, insofar as the provisions of the Ohio
General Corporation and the Iowa Business Corporation Act
shall govern said effective date, shall be December 30, 1983.
Executed on December 22, 1983.
TELEPHONE AND DATA SYSTEMS, INC.
By: /s/ LeRoy T. Carlson
---------------------------
LeRoy T. Carlson
Chairman and Chief Executive Officer
/s/ Michael G. Hron
-------------------------------
Michael G. Hron
Secretary
-46-
<PAGE>
STATE OF ILLINOIS )
) SS.
COUNTY OF COOK )
On this 22nd day of December, A.D. 1983, before me a
Notary Public in and for the State and County aforesaid,
personally appeared LeRoy T. Carlson, to me personally known,
who, being by me duly sworn, did say that he is the Chairman
and Chief Executive Officer of Telephone and Data Systems,
Inc., the corporation which executed the foregoing instrument;
that the seal affixed to said instrument is the seal of
Telephone and Data Systems, Inc.; that he signed and sealed
such instrument on behalf of said corporation by authority of
its Board of Directors; and that he acknowledged said
instrument to be the voluntary act and deed of said
corporation by it voluntarily executed and to be his voluntary
act and deed by him voluntarily executed.
IN WITNESS WHEREOF, I have placed my hand and seal
on the date aforesaid.
/s/ James M. O'Brien
-------------------------------
Signature
James M. O'Brien
--------------------------------
Notary Public
Commission expires:
4/25/87
--------------------------------
-47-
<PAGE>
TELEPHONE AND DATA SYSTEMS, INC.
STATEMENT OF CANCELLATION OF SHARES
---------------------------------------
1. (a) The name of the corporation is Telephone
and Data Systems, Inc.
(b) The effective date of its incorporation is
March 18, 1968.
(c) The original name of the corporation was
Telephone Systems, Inc.
2. By unanimous written consent of the Board of
Directors, a copy of which is attached hereto, the following
shares of the corporation were cancelled:
Number Class Series Par value
------- ------ ------- ---------
756 Common None $1.00
3. The aggregate number of issued shares, itemized
by class and series, after giving effect to the cancellation
is:
Issued Class Series Par value
------- ------- -------- -------------
2,050,923 Common None $1.00
1,743 Preferred Voting Series A Without par value
4. The amount, expressed in dollars, of the stated
capital of the corporation after giving effect to the
cancellation is $2,225,223.00.
IN WITNESS WHEREOF, the undersigned Corporation has
caused this Statement of Cancellation of Shares to be executed
by its duly elected President and Secretary, as of September
25, 1971.
/s/ LeRoy T. Carlson
--------------------------------
President
(CORPORATE SEAL)
/s/ Herbert S. Wander
--------------------------------
Secretary
-48-
<PAGE>
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
I, Shirley M. Pauper, a Notary Public, do hereby
certify that on the day of October 19, A.D. 1971, personally
appeared before me Herbert S. Wander, who declared that he is
the secretary of the corporation, executed the foregoing
document, and being first duly sworn, acknowledged that he
signed the foregoing document in the capacity therein set
forth and declared that the statements therein contained are
true.
IN WITNESS WHEREOF, I have hereunto set my hand and
seal the day and year before written.
/s/ Shirley M. Pauper
--------------------------------
Notary Public
(Notarial Seal)
-49-
<PAGE>
TELEPHONE AND DATA SYSTEMS, INC.
INFORMAL DIRECTORS' ACTION UNDER SECTION 140
OF THE IOWA BUSINESS CORPORATION ACT
The undersigned, being all the directors of
TELEPHONE AND DATA SYSTEMS, INC.,
an Iowa corporation, do hereby declare and state, pursuant to
Section 140 of The Iowa Business Corporation Act, as amended,
that they consent to and hereby adopt the following
resolutions and take the following action:
RESOLVED, that 32 shares of the Common Stock of the
Corporation represented by certificate number CO 405 be
and the same are hereby cancelled and the attached
Statement of Cancellation of Shares be and the same is
hereby adopted.
FURTHER RESOLVED, that the shares so cancelled shall
be restored to the status of authorized but unissued
shares.
FURTHER RESOLVED, that the officers of the
Corporation be and the same are hereby directed to do and
perform all acts necessary for the proper cancellation of
such shares.
IN WITNESS WHEREOF, we have hereunto set our hands
and seal this 30th day of April, 1974.
/s/ Rudolph Hornacek /s/ LeRoy T. Carlson
-------------------------- ----------------------
Rudolph Hornacek LeRoy T. Carlson
/s/ K.C. August /s/ M.E. Putnam
-------------------------- ----------------------
K.C. August M.E. Putnam
/s/ Herbert S. Wander /s/ Lester O. Johnson
-------------------------- -----------------------
Herbert S. Wander Lester O. Johnson
/s/ LeRoy T. Carlson, Jr. /s/ William G. Vance
--------------------------- ----------------------
LeRoy T. Carlson, Jr. William G. Vance
-50-
<PAGE>
TELEPHONE AND DATA SYSTEMS, INC.
STATEMENT OF CANCELLATION OF SHARES
--------------------------------------
1. (a) The name of the corporation is Telephone
and Data Systems, Inc.
(b) The effective date of its incorporation is
March 18, 1968.
(c) The original name of the corporation was
Telephone Systems, Inc.
2. By unanimous written consent of the Board of
Directors, a copy of which is attached hereto, the following
shares of the corporation were cancelled:
Number Class Series Par value
------ --------- --------- ----------
32 Common None $1.00
3. The aggregate number of issued shares, itemized
by class and series, after giving effect to the cancellation
is:
Issued Class Series Par value
------------ ---------- --------- -------------
2,290,919 Common None $1.00
1,743 Preferred Voting Series A Without par value
1,955 Preferred Voting Series B Without par value
2,250 Preferred Voting Series C Without par value
5,567 Preferred Voting Series D Without par value
10,001 Preferred Voting Series E Without par value
4. The amount, expressed in dollars, of the stated
capital of the corporation after giving effect to the
cancellation is $23,906,132.
-51-
<PAGE>
IN WITNESS WHEREOF, the undersigned Corporation has
caused this Statement of Cancellation of Shares to be executed
by its duly elected President and Secretary, as of April 30,
1974.
/s/ LeRoy T. Carlson
---------------------------
President
(CORPORATE SEAL)
/s/ Herbert S. Wander
---------------------------
Secretary
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
I, Mildred L. Upper, a Notary Public, do hereby
certify that on the 30th day of April, A.D. 1974, personally
appeared before me HERBERT S. WANDER, who declared that he is
the Secretary of the corporation, executed the foregoing
document, and being first duly sworn, acknowledged that he
signed the foregoing document in the capacity therein set
forth and declared that the statements therein contained are
true.
IN WITNESS WHEREOF, I have hereunto set my hand and
seal the day and year before written.
/s/ Mildred L. Upper
--------------------------
Notary Public
(Notarial Seal)
-52-
<PAGE>
TELEPHONE AND DATA SYSTEMS, INC.
STATEMENT OF CANCELLATION OF SHARES
------------------------------------
1. (a) The name of the corporation is Telephone
and Data Systems, Inc.
(b) The effective date of its incorporation is
March 18, 1968.
(c) The original name of the corporation was
Telephone Systems, Inc.
2. By unanimous written consent of the Board of
Directors, a copy of which is attached hereto, the following
shares of the corporation were cancelled:
Number Class Series Par value
------- -------- -------- ----------
348 Preferred A Without par value
3. The aggregate number of issued shares, itemized
by class and series, after giving effect to the cancellation
is:
Issued Class Series Par value
------- ------- ---------- ------------
2,296,934 Common None $1.00
1,395 Preferred Voting Series A Without par value
1,955 Preferred Voting Series B Without par value
2,250 Preferred Voting Series C Without par value
5,567 Preferred Voting Series D Without par value
10,001 Preferred Voting Series E Without par value
3,000 Preferred Voting Series F Without par value
4. The amount, expressed in dollars, of the stated
capital of the corporation after giving effect to the
cancellation is $4,713,734.
-53-
<PAGE>
IN WITNESS WHEREOF, the undersigned Corporation has
caused this Statement of Cancellation of Shares to be executed
by its duly elected President and Secretary, as of October 1,
1974.
/s/ LeRoy T. Carlson
----------------------------------
President
(CORPORATE SEAL)
/s/ Herbert S. Wander
----------------------------------
Secretary
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
I, Lynn M. Novotry, a Notary Public, do hereby
certify that on the 1st day of October, 1974, personally
appeared before me HERBERT S. WANDER, who declared that he is
the Secretary of the corporation, executed the foregoing
document, and being first duly sworn, acknowledged that he
signed the foregoing document in the capacity therein set
forth and declared that the statements therein contained are
true.
IN WITNESS WHEREOF, I have hereunto set my hand and
seal the day and year before written.
/s/ Lynn M. Novotry
----------------------------------
Notary Public
(Notarial Seal)
-54-
<PAGE>
TELEPHONE AND DATA SYSTEMS, INC.
STATEMENT OF CANCELLATION OF SHARES
---------------------------------------
1. (a) The name of the corporation is Telephone and
Data Systems, Inc.
(b) The effective date of its incorporation is
March 18, 1968.
(c) The original name of the corporation was
Telephone Systems, Inc.
2. By unanimous written consent of the Board of
Directors, a copy of which is attached hereto, the following
shares of the corporation were cancelled:
Number Class Series Par Value
2 Common None $1.00 per share
250 Preferred C No par value
3. The aggregate number of issued shares, itemized by
class and series, after giving effect to the cancellation is:
Issued Class Series Par Value
2,820,693 Common None $1.00
1,395 Preferred Voting Series A Without par value
1,955 Preferred Voting Series B Without par value
2,000 Preferred Voting Series C Without par value
5,567 Preferred Voting Series D Without par value
10,001 Preferred Voting Series E Without par value
3,000 Preferred Voting Series F Without par value
1,368 Preferred Voting Series G Without par value
3,947 Preferred Voting Series H Without par value
12,000 Preferred Voting Series I Without par value
10,000 Preferred Voting Series J Without par value
4. The amount, expressed in dollars, of the stated capital
of the corporation after giving effect to the cancellation is
$7,943,993.
-55-
<PAGE>
IN WITNESS WHEREOF, the undersigned Corporation has
caused this Statement of Cancellation of Shares to be executed
by its duly elected President and Secretary, as of June 26,
1978.
/s/ LeRoy T. Carlson
----------------------------------
President
(Corporate Seal)
/s/ Michael G. Hron
----------------------------------
Secretary
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
I, Charlene Anderson, a Notary Public, do hereby
certify that on the 26th day of June, 1978, personally
appeared before me HERBERT S. WANDER, who declared that he is
the Secretary of the corporation, executed the foregoing
document, and being first duly sworn, acknowledged that he
signed the foregoing document in the capacity therein set
forth and declared that the statements therein contained are
true.
IN WITNESS WHEREOF, I have hereunto set my hand and
seal the day and year before written.
/s/ Charlene Anderson
----------------------------------
Notary Public
(Notarial Seal)
-56-
<PAGE>
Secretary of State Fee: $10.00
STATEMENT OF CANCELLATION OF REDEEMABLE SHARES
OF
TELEPHONE AND DATA SYSTEMS, INC.
------------------------------------
TO THE SECRETARY OF STATE
OF THE STATE OF IOWA:
Pursuant to the provisions of Section 64 of the Iowa
Business Corporation Act, Chapter 496A, Code of Iowa, the
undersigned corporation submits the following statement of
cancellation by redemption of redeemable shares of the
corporation.
1. The name of the corporation is Telephone and Data
Systems, Inc.*
2. The effective date of incorporation was March 18,
1968.
3. The number of redeemable shares cancelled through
redemption is 552, itemized as follows:
Class Series Number of Shares
Preferred H 552
-------------------- ----------------- ------------------
-------------------- ----------------- ------------------
-------------------- ----------------- ------------------
-------------------- ----------------- ------------------
4. The aggregate number of issued shares of the
corporation, after giving effect to such cancellation is
3,367,158, itemized as follows:
Class Series Number of Shares
------------------ ------------- ----------------
-------------------- ----------------- ------------------
SEE EXHIBIT A
-------------------- ----------------- ------------------
-------------------- ----------------- ------------------
-57-
* (If the original corporate name is different from the
present name, add the following: "The original name of the
corporation was ____________________________________.")
<PAGE>
5. The amount of the stated capital of the
corporation after giving affect to such cancellation is
$17,547,027.00.
(Use the following if the Articles of Incorporation
provide that the cancelled shares shall not be reissued.)
6. The number of shares which the corporation has
authority to issue, after giving effect to the cancellation,
is 28,999,448 itemized as follows:
Class Series Number of Shares
------ ----------- -------------------
Common None 25,000,000
---------------- ------------- -------------------
Series A Common None 2,000,000
---------------- ------------- -------------------
Preferred Various 1,999,448
---------------- ------------- -------------------
Dated as of October 14, 1981.
TELEPHONE AND DATA SYSTEMS, INC.
----------------------------------------
(Name of corporation)
By: /s/ LeRoy T. Carlson, Jr.
-----------------------------------
LeRoy T. Carlson, Jr.,
Its President (Note 1)
By: /s/ Michael G. Hron
-----------------------------------
Michael G. Hron,
Its Secretary (Note 1)
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
On this 2nd day of March, 1982, before me, a Notary
Public in and for said County, personally appeared LeRoy T.
Carlson, Jr., to me known, who being by me duly sworn, did say
that he is President of said corporation; that (the seal
affixed to said instrument is the seal of said corporation)
and that said instrument was signed and sealed on behalf of
the said corporation by authority of its Board of Directors,
and the said LeRoy T. Carlson, Jr., acknowledged the execution
of said instrument to be the voluntary act and deed of said
corporation by it voluntarily executed.
/s/ LeRoy T. Carlson, Jr.
---------------------------------
LeRoy T. Carlson, Jr. (Note 1)
/s/ Christina Miller
----------------------------------
Notary Public in and for the
State of Iowa
Christina Miller
Notes: 1. Type or print name under signatures.
-58-
<PAGE>
EXHIBIT A
---------
Par Value per share or
Series statement that shares
Class (If Any) Number of Shares are without par value
-------- --------- ------------------ ----------------------
Common None 2,620,254 $1.00
Series A None 603,673 $1.00
Preferred A 1,395 Without par value
Preferred B 1,955 Without par value
Preferred C 1,000 Without par value
Preferred D 5,567 Without par value
Preferred E 10,001 Without par value
Preferred F 3,000 Without par value
Preferred G 1,368 Without par value
Preferred H 3,395 Without par value
Preferred I 11,800 Without par value
Preferred J 10,000 Without par value
Preferred K 19,000 Without par value
Preferred L 3,750 Without par value
Preferred M 60,000 Without par value
Preferred N 11,000 Without par value
-----------
Total 3,367,158
-59-
<PAGE>
STATEMENT OF CANCELLATION OF
REDEEMABLE SHARES
PURSUANT TO SECTION 496A.64 OF THE
IOWA BUSINESS CORPORATION ACT, AS AMENDED
The undersigned, as the President and Secretary,
respectively, of Telephone and Data Systems, Inc., an Iowa
corporation, hereby make this statement pursuant to Section
496A.64 of the Iowa Business Corporation Act, as amended:
1. The name of the corporation is Telephone and Data
Systems, Inc., which was incorporated March 16, 1968, under
the name of Telephone Systems, Inc.
2. The following number of shares have been redeemed
by the corporation:
Number of Shares
Class Series Redeemed
----- ------ -----------------
Preferred A 348
Preferred H 1,348
Preferred K 10,856
Preferred M 24,000
Preferred N 786
-------
TOTAL 37,338
3. After giving effect to the cancellations described
above, the aggregate number of issued shares, itemized by
class and series, is as follows:
Class Series Number of Shares
------ ------ ----------------
Common -- 11,864,728
Series A Common -- 4,423,411
Preferred A 1,395
Preferred B 1,955
Preferred D 646
Preferred G 1,368
Preferred H 2,599
Preferred K 8,144
Preferred M 36,000
Preferred N 10,214
Preferred O 1,083
Preferred P 11,662
Preferred S 7,134
Preferred T 14,027
Preferred W 8,500
Preferred X 1,700
Preferred Y 502
-60-
<PAGE>
Preferred Z 1,513
Preferred AA 13,464
Preferred CC 6,000
-----------
TOTAL 16,416,045
===========
4. After giving effect to the cancellation described
above, the stated capital of the corporation is as follows:
Common Shares, par value $1 per share; 11,864,728
issued and outstanding 11,864,728 shares
Series A Common Shares, par value $1 per 4,423,411
share; issued and outstanding 4,423,411
shares
5. After giving effect to the cancellations described
above, the number of shares which the corporation has
authority to issue, itemized by class and series, is as
follows:
Class Series Number of Shares
----- ------ -----------------
Common -- 50,000,000
Series A Common -- 25,000,000
Preferred Shares,
Issuable in Series 1,962,662
IN WITNESS WHEREOF, the undersigned have executed this
Statement of Cancellation as of the 24th day of June, 1988.
TELEPHONE AND DATA SYSTEMS, INC.
By: /s/ LeRoy T. Carlson, Jr.
----------------------------
LeRoy T. Carlson, Jr.,
President
By: /s/ Michael G. Hron
----------------------------
Michael G. Hron, Secretary
Signature Page to Statement of Cancellation
-61-
<PAGE>
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
On this 21st day of June, 1988, before me, a Notary
Public in and for said County, personally appeared Michael G.
Hron, to me personally known, who being by me duly sworn, did
say that he is the Secretary of Telephone and Data Systems,
Inc., an Iowa corporation, that the seal affixed to this
instrument is the seal of the corporation and that said
instrument was signed and sealed on behalf of the corporation
by authority of its Board of Directors and the said Secretary
acknowledged the execution of said instrument to be the
voluntary act and deed of said corporation by it voluntarily
executed.
/s/ Joanne J. Busha
--------------------------
Joanne J. Busha
Notary Public
My Commission expires: 8/12/89
------------
-62-
<PAGE>
TELEPHONE SYSTEMS, INC.
-----------------------------------
Statement of Designation, Preferences and Rights
of
$6.00 Cumulative Voting Series A Preferred
Stock, without par value, Stated Value $100 Per Share
------------------------------------
1. The name of the corporation is TELEPHONE SYSTEMS,
INC.
2. A copy of the resolution of the board of directors
establishing and designating the $6.00 Cumulative Voting Series A
Preferred Stock and fixing and determining the relative rights
and preferences thereof is attached hereto as Exhibit A and is
made a part of this statement.
3. The aforesaid resolution was adopted on January 1,
1969.
4. The aforesaid resolution was duly adopted by the
board of directors of TELEPHONE SYSTEMS, INC.
IN WITNESS WHEREOF, we have hereunto subscribed our
names and affixed the seal of said corporation this first day of
January, 1969.
/s/ LeRoy T. Carlson
----------------------------------
President
/s/ Herbert S. Wander
----------------------------------
Secretary
<PAGE>
STATE OF ILLINOIS )
) SS.
COUNTY OF COOK )
I, Barbara J. Knowski, a Notary Public, do hereby
certify that on the first day of January A.D., 1969, personally
appeared before me Herbert S. Wander, who declared that he is the
secretary of the corporation, executed the foregoing document,
and being first duly sworn, acknowledged that he signed the
foregoing document in the capacity therein set forth and declared
that the statements therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and
seal the day and year before written.
/s/ Barbara J. Knowski
--------------------------------
Notary Public
[Notarial Seal]
-2-
<PAGE>
EXHIBIT A
FURTHER RESOLVED, that pursuant to the authority
expressly granted to and vested in the board of directors of the
Corporation by the Articles of Incorporation, the board of
directors hereby creates and authorizes the issuance of a series
of the preferred stock of the Corporation to consist originally
of 1,743 shares and hereby fixes the designations, powers and
preferences and the qualifications, limitations or restrictions
thereof as follows:
(a) Designation - The designation of the preferred
stock created by this resolution shall be "$6.00 Cumulative
Voting Series A Preferred Stock" (hereinafter referred to as
"Series A Preferred Stock"). The Series A Preferred Stock shall
have no par value but shall have a stated value of $100.00.
(b) Dividends - The holders of the Series A Preferred
Stock shall be entitled to receive, when and as declared by the
board of directors of the Corporation, out of any assets of the
Corporation available for dividends pursuant to the laws of the
State of Iowa, preferential dividends at the rate of six dollars
($6.00) per annum per share and no more. The dividends, when
payable, shall be paid quarterly on the first days of January,
April, July, and October in each year, before any dividends shall
be declared or paid upon or set apart for the common stock of the
Company for that year. Such dividends upon the preferred stock
shall be cumulative from the date of issue thereof so that if
dividends for any past dividend period at the rate of six dollars
($6.00) per annum shall not have been paid thereon or declared
and a sum sufficient for payment thereof set apart, the
deficiency shall be fully paid or set apart but without interest,
before any dividend shall be paid upon or set apart for the
common stock. Whenever the full dividend upon the preferred
stock for all past dividend periods shall have been paid and the
full dividend thereon for the then current dividend period shall
have been paid or declared and a sum sufficient for the payment
thereof set apart, dividends upon the common stock may be
declared by the board of directors out of the remainder of the
assets available therefor.
(c) Redemption - The Corporation may, at the option of
the board of directors, redeem the whole or any part of the
outstanding Series A Preferred Stock at any time after January 3,
1974. If such redemption is made, the holders of any shares of
Series A Preferred Stock redeemed shall be entitled to receive:
$105.00 per share if redeemed on or before January 3,
1975;
$104.50 if redeemed after January 3, 1975 but on or
before January 3, 1976;
-3-
<PAGE>
$104.00 if redeemed after January 3, 1976 but on or
before January 3, 1977;
$103.50 if redeemed after January 3, 1977 but on or
before January 3, 1978;
$103.00 if redeemed after January 3, 1978 but on or
before January 3, 1979;
$102.50 if redeemed after January 3, 1979 but on or
before January 3, 1980;
$102.00 if redeemed after January 3, 1980 but on or
before January 3, 1981;
$101.50 if redeemed after January 3, 1981 but on or
before January 3, 1982;
$101.00 if redeemed after January 3, 1982 but on or
before January 3, 1983;
$100.50 if redeemed after January 3, 1983 but on or
before January 3, 1984;
$100.00 if redeemed after January 3, 1984;
plus an amount equal to all dividends accrued and unpaid to the
redemption date.
Notice of election to redeem shall be mailed to each
holder of stock to be redeemed not less than thirty (30) days
prior to the date upon which the stock is to be redeemed. In
case less than all of the outstanding Series A Preferred Stock is
to be redeemed, the amount to be redeemed and the method of
effecting such redemption, whether by lot or pro rata or
otherwise, may be determined by the board of directors. If on or
before the redemption date named in such notice, the funds
necessary for such redemption shall have been set aside by the
Corporation so as to be available for payment on demand to the
holders of the preferred stock so called for redemption, then,
notwithstanding that any certificate of the preferred stock so
called for redemption shall not have been surrendered for
cancellation, the dividends thereon shall cease to accrue from
and after the date of redemption so designated, and all rights
with respect to such preferred stock so called for redemption,
including any right to vote or otherwise participate in the
determination of any proposed corporate action, shall forthwith
after such redemption date cease and determine, except only the
right of the holder to receive the redemption price therefor, but
without interest. Stock redeemed pursuant to the provisions
hereof or any Series A Preferred Stock purchased or otherwise
acquired shall not be reissued but shall be cancelled and
proceedings shall be taken in the manner prescribed by statute to
reduce the shares accordingly.
-4-
<PAGE>
(d) Voting Rights - The holders of the shares of
Series A Preferred Stock shall be entitled to one vote for each
share of such stock standing in the name of the holder on the
books of the Corporation and shall vote together with the holders
of the common stock of the Corporation as one class.
(e) Pre-emptive Rights - No holder of any shares of
Series A Preferred Stock shall have any pre-emptive right to
subscribe for or acquire additional shares of the Corporation of
the same or any other class, whether such shares be hereby or
hereafter authorized; and no holder of Series A Preferred Stock
shall have any pre-emptive right to acquire any shares which may
be held in the treasury of the Corporation; all such additional
or treasury shares may be sold for such consideration at such
time and to such person or persons as the board of directors may
from time to time determine.
(f) Liquidation Rights - In the event of any
liquidation, dissolution or winding up of the affairs of the
Corporation, whether voluntary or involuntary, the holders of the
Series A Preferred Stock shall be entitled, before any assets of
the Corporation shall be distributed among or paid over to the
holders of the common stock, to receive out of the assets of the
Company $100.00 per share of Series A Preferred Stock. If upon
any such dissolution, liquidation or winding up, the assets of
the Corporation available for payment to stockholders are not
sufficient to make payment in full to the holders of the Series A
Preferred Stock, payment shall be made to such holders ratably in
accordance with the number of shares held by them and, in case
there shall then be more than one series of the Preferred Stock
ratably in accordance with the respective distributive amount to
which such holders shall be entitled.
* * * * *
-5-
<PAGE>
TELEPHONE AND DATA SYSTEMS, INC.
----------------------------------
Statement of Designation, Preferences and Rights
of
$7.00 Cumulative, Convertible and Redeemable
Voting Series AA Preferred Shares,
without par value, Stated Value $100.00 Per Share
------------------------------------
1. The name of the corporation is TELEPHONE AND DATA
SYSTEMS, INC.
2. A copy of the resolution of the Board of Directors
establishing and designating the $7.00 Cumulative, Convertible
and Redeemable Voting Series AA Preferred Shares and fixing and
determining the relative rights and preferences thereof is
attached hereto as Exhibit A (as adjusted to reflect the three-
for-two stock split issued by the corporation on March 17, 1988)
and is made a part of this statement.
3. The aforesaid resolution was adopted as of January
4, 1988.
4. The aforesaid resolution was duly adopted by the
Board of Directors of TELEPHONE AND DATA SYSTEMS, INC.
IN WITNESS WHEREOF, we have hereunto subscribed our
names and affixed the seal of this corporation this 16th day of
May, 1988.
TELEPHONE AND DATA SYSTEMS, INC.
By: /s/ LeRoy T. Carlson, Jr.
-------------------------------
LeRoy T. Carlson, Jr., President
By: /s/ Michael G. Hron
-------------------------------
Michael G. Hron, Secretary
<PAGE>
EXHIBIT A
STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS
OF
$7.00 CUMULATIVE, CONVERTIBLE, REDEEMABLE
AND VOTING SERIES AA PREFERRED SHARES
-------------------------------------
RESOLVED, that pursuant to the authority expressly
granted to and vested in the board of directors of the
Corporation by the Articles of Incorporation of the Corporation,
the board of directors hereby creates and authorizes the issuance
of a series of the Preferred Shares of the Corporation to consist
originally of Thirteen Thousand Four Hundred Sixty-Four (13,464)
shares, and hereby fixes the designation and the relative rights
and preferences thereof as follows:
(a) Designation - The designation of the series of
Preferred Shares created by this resolution shall be "$7.00
Cumulative, Convertible, Redeemable and Voting Series AA
Preferred Shares" (hereinafter referred to as the "Series AA
Preferred Shares"). The Series AA Preferred Shares shall have no
par value but shall have a stated value of $100.00 per share.
(b) Dividends - The rate of dividend payable upon
Series AA Preferred Shares shall be seven and 00/100 dollars
($7.00) per share per annum. Such dividends shall be cumulative.
(c) Redemption -
(1) After the tenth anniversary of their
issuance, the Corporation may, at its option, at any time
redeem all or a portion of the then outstanding Series AA
Preferred Shares for $100.00 per share, plus an amount equal
to all accumulated and unpaid dividends thereon.
(2) Notice of an election under the redemption
provision in subparagraph (1) above shall be delivered to
each holder of Series AA Preferred Shares to be redeemed at
the address appearing on the records of the Corporation not
less than thirty (30) days prior to the date upon which such
stock is to be redeemed. If on the redemption date
specified in such notice, the funds necessary for such
redemption shall have been set aside by the Corporation so
as to be available for payment on demand to the holder of
Series AA Preferred Shares so called for redemption, then,
notwithstanding that any certificate representing Series AA
Preferred Shares so called for redemption shall not have
been surrendered for cancellation, the dividends thereon
shall cease to accrue from and after the date of such
redemption so specified, and all rights with respect to such
Series AA Preferred Shares so called for redemption,
including any right to vote or otherwise participate in the
determination of any proposed corporate action, shall
-1-
<PAGE>
forthwith after such redemption date cease and terminate, except
only the right of the holder to receive the redemption price
therefor, but without interest.
(d) Voting Rights -
(1) With respect to all matters, each holder of
Series AA Preferred Shares shall be entitled to one vote for
each share of such stock standing in the name of the holder
on the books of the Corporation.
(2) With respect to the election of directors,
the holders of Series AA Preferred Shares shall have class
voting rights (voting together with the holders of (i) other
Preferred Shares that are entitled to vote thereon and that
were issued after October 31, 1981, and (ii) Series A Common
Shares) to the extent provided in Article IV of the Articles
of Incorporation of the Corporation.
(e) Conversion -
(1) Commencing upon issuance and terminating the
day before the fifth anniversary of the date of issuance,
the then outstanding Series AA Preferred Shares may be
converted, upon fifteen (15) days' written notice to six (6)
Common Shares for each Series AA Preferred Share (after
giving effect to the three-for-two stock split issued by the
Corporation on March 17, 1988). On presentation and
surrender to the Corporation at its offices of the
certificate representing the Series AA Preferred Shares to
be converted, the holder hereof shall be entitled to receive
in exchange therefor certificates for the fully paid and
non-assessable Common Shares of the Corporation at the rate
aforesaid, all under suitable regulations to be prescribed
by the board of directors of the Corporation. Conversion of
Series AA Preferred Shares in the manner aforesaid shall not
affect the right of the converting holder thereof to receive
dividends accrued but unpaid thereon as of the dividend
payment date immediately prior to conversion
(2) The number of Common Shares into which each
Series AA Preferred Share is convertible shall be subject to
adjustment from time to time as set forth in clauses (A) and
(B) of this subparagraph (2):
(A) In case the Corporation shall (i) pay a
dividend on its Common Shares (in shares of the
Corporation) (ii) subdivide its outstanding Common
Shares, (iii) combine the outstanding Common Shares
into a smaller number of shares or (iv) issue by
reclassification of its Common Shares (whether pursuant
to a merger or consolidation or otherwise) any shares
of the Corporation, then the holder of each Series AA
Preferred Share shall be entitled to receive upon the
-2-
<PAGE>
conversion of such share, the number of shares of the
Corporation which he would have owned or would have
been entitled to receive after the happening of any of
the events described above had such share been
converted immediately prior to the happening of such
event. An adjustment made pursuant to this provision
shall become effective retroactively with respect to
conversions made subsequently to the record date in the
case of a dividend, and shall become effective on the
effective date in the case of a subdivision,
combination or reclassification.
(B) No adjustment in the conversion rate shall be
required unless such adjustment would require an
increase or decrease in such rate of at least one-tenth
(1/10) of a Common Share; provided, however, that any
adjustments which by reason of this clause (B) are not
required to be made shall be carried forward and taken
into account in any subsequent adjustment.
(3) The Corporation shall at all times reserve
and keep available out of its authorized Common Shares,
solely for the purpose of issuance upon conversion of Series
AA Preferred Shares as herein provided, such number of
Common Shares as shall then be issuable upon the conversion
of all outstanding Series AA Preferred Shares.
(4) Fractional Common Shares shall not be issued
upon conversion of Series AA Preferred Shares, nor shall
cash adjustments be made for fractional shares upon such
conversion.
(5) For the purposes of this paragraph (f), the
term "Common Shares" shall mean (A) the class of stock
designated as the Common Shares of the Corporation at the
date of these Amended Articles of Incorporation, or (B) any
other class of stock resulting from successive changes or
reclassifications of such class consisting solely of a
change in par value, or a change from no par value to par
value.
(f) Liquidation - The amount payable upon each Series
AA Preferred Share in the event of either voluntary or
involuntary liquidation shall be $100.00, plus a sum equal to the
amount of all accumulated and unpaid dividends thereon.
-3-
<PAGE>
TELEPHONE AND DATA SYSTEMS, INC.
----------------------------------
Statement of Designation, Preferences and Rights
of
$7.00 Cumulative Convertible Voting Series B Preferred
Stock, without par value, Stated Value $100 Per Share
----------------------------------
1. The name of the corporation is TELEPHONE AND DATA
SYSTEMS, INC.
2. A copy of the resolution of the board of directors
establishing and designating the $7.00 Cumulative Convertible
Voting Series B Preferred Stock and fixing and determining the
relative rights and preferences thereof is attached hereto as
Exhibit A and is made a part of this statement.
3. The aforesaid resolution was adopted on October
14, 1971.
4. The aforesaid resolution was duly adopted by the
board of Directors of TELEPHONE AND DATA SYSTEMS, INC.
IN WITNESS WHEREOF, we have hereunto subscribed our
names and affixed the seal of said corporation this 14th day of
October, 1971.
TELEPHONE AND DATA SYSTEMS, INC.
[SEAL] /s/ Lester O. Johnson
----------------------------------
Vice President
/s/ Herbert S. Wander
----------------------------------
Secretary
<PAGE>
STATE OF ILLINOIS )
) SS.
COUNTY OF COOK )
On this 14th day of October, A.D. 1971, before me, a
Notary Public, in and for said county, personally appeared
Herbert S. Wander, who being by me duly sworn, did say that he is
the secretary of said corporation, that the seal affixed to said
instrument is the seal of said corporation and that said
instrument was signed and sealed on behalf of the said
corporation by authority of its board of directors and the said
Herbert S. Wander acknowledged the execution of said instrument
to be the voluntary act and deed of said corporation by it
voluntarily executed.
IN WITNESS WHEREOF, I have hereunto set my hand and
seal the day and year before written.
/s/ Notary Public
----------------------------------
Notary Public
[Notarial Seal]
-2-
<PAGE>
RESOLVED, that pursuant to the authority expressly
granted to and vested in the board of directors of the
Corporation by the Articles of Incorporation, the board of
directors hereby creates and authorizes the issuance of a second
series of the preferred stock of the Corporation to consist
originally of 2,450 shares and hereby fixes the designations,
powers and preferences and the qualifications, limitations or
restrictions thereof as follows:
(a) Designation - The designation of the preferred
stock created by this resolution shall be "$7.00 Cumulative
Convertible Voting Series B Preferred Stock" (hereinafter
referred to as "Series B Preferred Stock"). The Series B
Preferred Stock shall have no par value but shall have a stated
value of $100.00.
(b) Dividends - The holders of the Series B Preferred
Stock shall be entitled to receive, when and as declared by the
board of directors of the Corporation, out of any assets of the
Corporation available for dividends pursuant to the laws of the
State of Iowa, preferential dividends at the rate of seven
dollars ($7.00) per annum per share and no more. The dividends,
when payable, shall be paid quarterly on the first days of March,
June, September and December in each year, before any dividends
shall be declared or paid upon or set apart for the common stock
of the Company for that year. Such dividends upon the Series B
Preferred Stock shall be cumulative from the date of issue
thereof so that if dividends for any past dividend period at the
rate of seven dollars ($7.00) per annum shall not have been paid
thereon or declared and a sum sufficient for payment thereof set
apart, the deficiency shall be fully paid or set apart but
without interest, before any dividend shall be paid upon or set
apart for the common stock. Provided, however, that no dividends
shall be declared on the shares of any series of preferred stock
for any dividend period unless the full dividend for all prior
dividend periods shall have been declared or shall be declared at
the same time upon all preferred stock outstanding during such
prior dividend periods, and further provided, that no dividends
shall be declared on the shares of any series of preferred stock
unless a dividend for the same period shall be declared at the
same time upon all preferred stock outstanding during said period
in like proportion to the dividend rate upon such shares.
Whenever the full dividend upon all the preferred stock for all
past dividend periods shall have been paid and the full dividend
thereon for the then current dividend period shall have been paid
or declared and a sum sufficient for the payment thereof set
apart, dividends upon the common stock may be declared by the
board of directors out of the remainder of the assets available
therefor.
(c) Redemption - The Corporation may, at the option of
the board of directors, redeem the whole or any part of the
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<PAGE>
outstanding Series B Preferred Stock at any time commencing five
years after the date of issuance. If such redemption is made,
the holders of any shares of Series B Preferred Stock redeemed
shall be entitled to receive $100 per share plus an amount equal
to all dividends accrued and unpaid to the redemption date.
Notice of election to redeem shall be mailed to each
holder of Series B Preferred Stock to be redeemed not less than
thirty (30) days prior to the date upon which such stock is to be
redeemed. In case less than all of the outstanding Series B
Preferred Stock is to be redeemed, the amount to be redeemed and
the method of effecting such redemption, whether by lot or pro
rata or otherwise, may be determined by the board of directors.
If on or before the redemption date named in such notice, the
funds necessary for such redemption shall have been set aside by
the Corporation so as to be available for payment on demand to
the holders of the Series B Preferred Stock so called for
redemption, then, notwithstanding that any certificate of the
Series B Preferred Stock so called for redemption shall not have
been surrendered for cancellation, the dividends thereon shall
cease to accrue from and after the date of redemption so
designated, and all rights with respect to such Series B
Preferred Stock so called for redemption, including any right to
vote or otherwise participate in the determination of any
proposed corporate action, shall forthwith after such redemption
date cease and terminate, except only the right of the holder to
receive the redemption price therefor, but without interest.
Stock redeemed pursuant to the provisions hereof or any Series B
Preferred Stock purchased or otherwise acquired shall not be
reissued but shall be cancelled and proceedings shall be taken in
the manner prescribed by statute to reduce the shares
accordingly.
(d) Voting Rights - The holders of the shares of
Series B Preferred Stock shall be entitled to one vote for each
share of such stock standing in the name of the holder on the
books of the Corporation and shall vote together with the holders
of the common stock and the holders of other series of the
preferred stock of the Corporation as one class.
(e) Pre-emptive Rights - No holder of any shares of
Series B Preferred Stock shall have any pre-emptive right to
subscribe for or acquire additional shares of the Corporation of
the same or any other class or series, whether such shares be
hereby or hereafter authorized; and no holder of Series B
Preferred Stock shall have any pre-emptive right to acquire any
shares which may be held in the treasury of the Corporation; all
such additional or treasury shares may be sold for such
consideration at such time and to such person or persons as the
board of directors may from time to time determine.
-4-
<PAGE>
(f) Conversion -
(1) The Series B Preferred Stock shall be
convertible into Common Stock as hereinafter provided, and,
when and as so converted, such Series B Preferred Stock
shall be cancelled and retired and shall not be reissued as
such. Any holder of the Series B Preferred Stock may at any
time prior to five years from the date of issuance convert
such stock into full shares of the Common Stock of the
Corporation at the rate of ten (10) shares of Common Stock
for each share of Series B Preferred Stock. On presentation
and surrender to the Corporation at its Offices of the
certificates for shares of the Series B Preferred Stock to
be converted, the holder of such stock shall be entitled to
receive in exchange therefor certificates for shares of the
fully paid and non-assessable Common Stock of the
Corporation at the rate aforesaid, all under suitable
regulations to be prescribed by the board of directors of
the Corporation. Conversion of Series B Preferred Stock in
the manner aforesaid shall not affect the right of the
holder of such stock to receive dividends accrued but unpaid
on such shares as of the dividend payment date immediately
prior to conversion.
(2) The number of shares of Common Stock into
which each share of Series B Preferred Stock is convertible,
shall be subject to adjustment from time to time as in
subparagraphs (A) and (B) of this paragraph (2):
(A) In case the Corporation shall (1) pay a
dividend on its Common Stock in shares of the
Corporation, (2) subdivide its outstanding Common
Stock, (3) combine the outstanding Common Stock into a
smaller number of shares, or (4) issue by
reclassification of its Common Stock (whether pursuant
to a merger or consolidation or otherwise) any shares
of the Corporation, then the holder of each share of
Series B Preferred Stock shall be entitled to receive
upon the conversion of such share, the number of shares
of the Corporation which he would have owned or would
have been entitled to receive after the happening of
any of the events described above had such share been
converted immediately prior to the happening of such
event. An adjustment made pursuant to this provision
shall become effective retroactively with respect to
conversions made subsequent to the record date in the
case of a dividend, and shall become effective on the
effective date in the case of a subdivision,
combination or reclassification.
(B) No adjustment in the conversion rate shall be
required unless such adjustment would require an
increase or decrease in such rate of at least one-tenth
of a common share; provided, however, that any
-5-
<PAGE>
adjustments which by reason of this subparagraph (B)
are not required to be made shall be carried forward
and taken into account in any subsequent adjustment.
(3) The Corporation shall at all times reserve
and keep available out of its authorized Common Stock,
solely for the purpose of issue upon conversion of shares of
Series B Preferred Stock as herein provided, such number of
shares of Common Stock as shall then be issuable upon the
conversion of all outstanding shares of Series B Preferred
Stock.
(4) Fractional shares of Common Stock shall not
be issued upon conversion of Series B Preferred Stock nor
shall cash adjustments be made for fractional shares upon
such conversion.
(5) For the purposes of this paragraph (f), the
term "Common Stock" shall mean (A) the class of stock
designated as the Common Stock of the Corporation at the
date of these Restated Articles of Incorporation, or (B) any
other class of stock resulting from successive changes or
reclassifications of such Common Stock consisting solely of
change in par value, or from par value to no par value, or
from no par value to par value.
(g) Liquidation Rights - In the event of any
liquidation, dissolution or winding up of the affairs of the
Corporation, whether voluntary or involuntary, the holders of the
Series B Preferred Stock shall be entitled, before any assets of
the Corporation shall be distributed among or paid over to the
holders of the common stock, to receive out of the assets of the
Company $100.00 per share of Series B Preferred Stock. If upon
any such dissolution, liquidation or winding up, the assets of
the Corporation available for payment to stockholders are not
sufficient to make payment in full to the holders of the Series B
Preferred Stock, payment shall be made to such holders ratably in
accordance with the number of shares held by them and, in case
there shall then be more than one series of the Preferred Stock
outstanding at that time, ratably in accordance with the
respective distributive amount to which such holders shall be
entitled.
-6-
<PAGE>
TELEPHONE AND DATA SYSTEMS, INC.
----------------------------------
Statement of Designation, Preferences and Rights
of
$9.00 Cumulative and Convertible
Voting Series BB Preferred Shares,
without par value, Stated Value $100 Per Share
----------------------------------
1. The name of the corporation is TELEPHONE AND DATA
SYSTEMS, INC.
2. A copy of the resolution of the Board of Directors
establishing and designating the $9.00 Cumulative and Convertible
Voting Series BB Preferred Shares and fixing and determining the
relative rights and preferences thereof is attached hereto as
Exhibit A and is made a part of this statement.
3. The aforesaid resolution was adopted as of June 3,
1988.
4. The aforesaid resolution was duly adopted by the
Board of Directors of TELEPHONE AND DATA SYSTEMS, INC.
IN WITNESS WHEREOF, we have hereunto subscribed our
names and affixed the seal of this corporation this 26th day of
October, 1988.
TELEPHONE AND DATA SYSTEMS, INC.
By: /s/ LeRoy T. Carlson
----------------------------------
LeRoy T. Carlson, President
By: /s/ Bertram T. Ebzery
----------------------------------
Bertram T. Ebzery,
Assistant Secretary
STATE OF ILLINOIS )
) SS:
COUNTY OF COOK )
On this 26th day of October, 1988, before me, a Notary
Public, personally appeared LeRoy T. Carlson and Bertram T.
Ebzery, who, being duly sworn, did say that they are Chairman and
Assistant Secretary respectively of Telephone and Data Systems,
Inc., and acknowledge the execution of the foregoing to be the
voluntary act and deed of the corporation.
/s/ Betty Ann Thornson
----------------------------------
Notary Public, My Commission Expires: 10/8/89
<PAGE>
STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS
OF
$9.00 CUMULATIVE, CONVERTIBLE AND REDEEMABLE
VOTING SERIES BB PREFERRED SHARES,
WITHOUT PAR VALUE, STATED VALUE $100.00 PER SHARE
------------------------------------------------------
RESOLVED, that pursuant to the authority expressly
granted to and vested in the board of directors of the
Corporation by the Articles of Incorporation, the board of
directors hereby creates and authorizes the issuance of a series
of the Preferred Shares of the Corporation to consist originally
of Twenty Thousand (20,000) shares, and hereby fixes the
designation, relative rights and preferences thereof as follows:
(a) Designation - The designation of the series of
Preferred Shares created by this resolution shall be $9.00
Cumulative, Convertible and Redeemable Voting Series BB Preferred
Shares" (hereinafter referred to as the "Series BB Preferred
Shares"). The Series BB Preferred Shares shall have no par value
but shall have a stated value of $100.00 per share.
(b) Dividends - The rate of dividend payable upon
Series BB Preferred Shares shall be nine and no/100 dollars
($9.00) per share per annum.
(c) Redemption -
(1) Unless the Series BB Preferred Shares have
been converted, or written notice to convert has been
received prior to the expiration of the conversion period
set forth in paragraph (e) hereof, then commencing with the
tenth anniversary of the issuance of the Series BB Preferred
Shares and ending ten years thereafter, TDS may, at its sole
option, at any time thereafter, redeem up to two thousand
(2,000) shares per annum of the then outstanding Series BB
Preferred Shares for $100.00 per share, plus an amount equal
to all dividends accrued and unpaid thereon on the
redemption date.
(2) Notice of an election under the redemption
provision in subparagraph (1) above shall be delivered to
the Corporation not less than thirty (30) days prior to the
date upon which such stock is to be redeemed. If on or
before the redemption date specified in such notice, the
funds necessary for such redemption shall have been set
aside by the Corporation so as to be available for payment
on demand to the holder of Series BB Preferred Shares so
offered for redemption, then, notwithstanding that any
certificate representing Series BB Preferred Shares so
offered for redemption shall have not been so surrendered
for cancellation, the dividends thereon shall cease to
accrue from and after the date of such redemption so
-1-
<PAGE>
specified, and all rights with respect to such Series BB
Preferred Shares so offered for redemption, including any
right to vote or otherwise participate in the determination
of any proposed corporate action, shall forthwith after such
redemption date shall cease and terminate, except only the
right of the holder to receive the redemption price
therefor, but without interest.
(d) Voting Rights -
(1) With respect to all matters, each holder of
Series BB Preferred Shares shall be entitled to one vote for
each share of such stock standing in the name of the holder
on the books of the Corporation.
(2) With respect to the election of directors,
the holders of Series BB Preferred Shares shall have class
voting rights (voting together with the holders of (i) other
Preferred Shares that are entitled to vote thereon and that
were issued after October 31, 1981, and (ii) Series A Common
Shares) to the extent provided in Article IV of the Articles
of Incorporation of the Corporation.
(e) Conversion -
(1) The Series BB Preferred Shares shall be
convertible into the Corporation's Common Shares as
hereinafter provided. Commencing upon issuance and
terminating ten (10) years thereafter, the Series BB
Preferred Shares may be converted, upon written notice to
the Corporation, into Common Shares of the Corporation at
the rate of six (6) Common Shares for each Series BB
Preferred Share. On presentation and surrender to the
Corporation at its offices of the certificate representing
the Series BB Preferred Shares to be converted, the holder
thereof shall be entitled to receive in exchange therefor
certificates for the fully paid and non-assessable Common
Shares of the Corporation at the rate aforesaid, all under
suitable regulations to be prescribed by the board of
directors of the Corporation. Conversion of Series BB
Preferred Shares in the manner aforesaid shall not affect
the right of the converting holder thereof to receive
dividends accrued but unpaid thereon as of the dividend
payment date immediately prior to conversion.
(2) The number of Common Shares into which each
Series BB Preferred Share is convertible shall be subject to
adjustment from time to time as set forth in clauses (A) and
(B) of this subparagraph (2):
(A) In case the Corporation shall (i) pay a
dividend on its Common Shares in shares of the
Corporation (ii) subdivide its outstanding Common
Shares, (iii) combine the outstanding Common Shares
-2-
<PAGE>
into a smaller number of shares, or (iv) issue by
reclassification of its Common Shares (whether pursuant
to a merger or consolidation or otherwise) any shares
of the Corporation, then the holder of each Series BB
Preferred Share shall be entitled to receive upon the
conversion of such share, the number of shares of the
Corporation which he would have owned or would have
been entitled to receive after the happening of any of
the events described above had such share been
converted immediately prior to the happening of such
event. An adjustment made pursuant to this provision
shall become effective retroactively with respect to
conversions made subsequent to the record date in the
case of a dividend, and shall become effective on the
effective date in the case of a subdivision,
combination or reclassification.
(B) No adjustment in the conversion rate shall be
required unless such adjustment would require an
increase or decrease in such rate of at least one-tenth
(1/10) of a Common Share; provided, however, that any
adjustments which by reason of this clause (B) are not
required to be made shall be carried forward and taken
into account in any subsequent adjustment.
(3) The Corporation shall at all times reserve
and keep available out of its authorized Common Shares,
solely for the purpose of issuance upon conversion of Series
BB Preferred Shares as herein provided, such number of
Common Shares as shall then be issuable upon the conversion
of all outstanding Series BB Preferred Shares.
(4) Fractional Common Shares shall not be issued
upon conversion of Series BB Preferred Shares, nor shall
cash adjustments be made for fractional shares upon such
conversion.
(5) For the purposes of this paragraph (e), the
term "Common Shares" shall mean (A) the class of stock
designated as the Common Shares of the Corporation at the
date of these Amended Articles of Incorporation, or (B) any
other class of stock resulting from successive changes or
reclassifications of such class consisting solely of a
change in par value, or a change from no par value to par
value.
(f) Liquidation - The amount payable upon each Series
BB Preferred Share in the event of either voluntary or
involuntary liquidation shall be $100.00, plus a sum equal to the
amount of all accumulated and unpaid dividends thereon.
-3-
<PAGE>
TELEPHONE AND DATA SYSTEMS, INC.
----------------------------------
Statement of Designation, Preferences and Rights
of
$5.25 Cumulative Convertible Voting Series C Preferred
Stock, without par value, Stated Value $100 Per Share
----------------------------------
1. The name of the corporation is TELEPHONE AND DATA
SYSTEMS, INC.
2. A copy of the resolution of the board of directors
establishing and designating the $5.25 Cumulative Convertible
Voting Series C Preferred Stock and fixing and determining the
relative rights and preferences thereof is attached hereto as
Exhibit A and is made a part of this statement.
3. The aforesaid resolution was adopted on August 21,
1973.
4. The aforesaid resolution was duly adopted by the
board of directors of TELEPHONE AND DATA SYSTEMS, INC.
IN WITNESS WHEREOF, we have hereunto subscribed our
names and affixed the seal of said corporation this 21st day of
August, 1973.
TELEPHONE AND DATA SYSTEMS, INC.
By /s/ LeRoy T. Carlson
----------------------------------
President
/s/ Herbert S. Wander
----------------------------------
Secretary
<PAGE>
STATE OF ILLINOIS )
) SS.
COUNTY OF COOK )
On this 21st day of August, A.D. 1973, before me, a
Notary Public, in and for said county, personally appeared
Herbert S. Wander, who, being by me duly sworn, did say that he
is the Secretary of said corporation, that the seal affixed to
said instrument is the seal of said corporation and that said
instrument was signed and sealed on behalf of the said
corporation by authority of its board of directors and the said
Herbert S. Wander acknowledged the execution of said instrument
to be the voluntary act and deed of said corporation by it
voluntarily executed.
IN WITNESS WHEREOF, I have hereunto set my hand and
seal the day and year before written.
/s/ Marilyn Beals
----------------------------------
Notary Public
[Notary Seal]
-2-
<PAGE>
RESOLVED, that pursuant to the authority expressly
granted to and vested in the board of directors of the
Corporation by the Articles of Incorporation, the board of
directors hereby creates and authorizes the issuance of a third
series of the preferred stock of the Corporation to consist
originally of 2,250 shares and hereby fixes the designations,
powers and preferences and the qualifications, limitations or
restrictions thereof as follows:
(a) Designation - The designation of the preferred
stock created by this resolution shall be $5.25 Cumulative
Convertible Voting Series C Preferred Stock (hereinafter referred
to as "Series C Preferred Stock"). The Series C Preferred Stock
shall have no par value but shall have a stated value of $100.
(b) Dividends - The holders of the Series C Preferred
Stock shall be entitled to receive, when and as declared by the
board of directors of the Corporation, out of any assets of the
Corporation available for dividends pursuant to the laws of the
State of Iowa, preferential dividends at the rate of five dollars
and twenty-five cents ($5.25) per annum per share and no more.
The dividends, when payable, shall be paid quarterly on the first
days of March, June, September, and December in each year, before
any dividends shall be declared or paid upon or set apart for the
common stock of the Company for that year. Such dividends upon
the Series C Preferred Stock shall be cumulative from the date of
issue thereof so that if dividends for any past dividend period
at the rate of five dollars and twenty-five cents ($5.25) per
annum shall not have been paid thereon or declared and a sum
sufficient for payment thereof set apart, the deficiency shall be
fully paid or set apart but without interest, before any dividend
shall be paid upon or set apart for the common stock. Provided,
however, that no dividends shall be declared on the shares of any
series of preferred stock for any dividend period unless the full
dividend for all prior dividend periods shall have been declared
or shall be declared at the same time upon all preferred stock
outstanding during such prior dividend periods, and further
provided, that no dividends shall be declared on the shares of
any series of preferred stock unless a dividend for the same
period shall be declared at the same time upon all preferred
stock outstanding during said period in like proportion to the
dividend rate upon such shares. Whenever the full dividend upon
all the preferred stock for all past dividend periods shall have
been paid and the full dividend thereon for the then current
dividend period shall have been paid or declared and a sum
sufficient for the payment thereof set apart, dividends upon the
common stock may be declared by the board of directors out of the
remainder of the assets available therefor.
(c) Redemption - The Corporation may, at the option of
the board of directors, redeem the whole or any part of the
outstanding Series C Preferred Stock at any time commencing one
-3-
<PAGE>
year after the date of issuance. If such redemption is made, the
holders of any shares of Series C Preferred Stock redeemed shall
be entitled to receive $100 per share plus an amount equal to all
dividends accrued and unpaid to the redemption date.
Notice of election to redeem shall be mailed to each
holder of Series C Preferred Stock to be redeemed not less than
thirty (30) days prior to the date upon which such stock is to be
redeemed. In case less than all of the outstanding Series C
Preferred Stock is to be redeemed, the amount to be redeemed and
the method of effecting such redemption, whether by lot or pro
rata or otherwise, may be determined by the board of directors.
If on or before the redemption date named in such notice, the
funds necessary for such redemption shall have been set aside by
the Corporation so as to be available for payment on demand to
the holders of the Series C Preferred Stock so called for
redemption then, notwithstanding that any certificate of the
Series C Preferred Stock so called for redemption shall not have
been surrendered for cancellation, the dividends thereon shall
cease to accrue from and after the date of redemption so
designated, and all rights with respect to such Series C
Preferred Stock so called for redemption, including any right to
vote or otherwise participate in the determination of any
proposed corporate action, shall forthwith after such redemption
date cease and terminate, except only the right of the holder to
receive the redemption price therefor, but without interest.
Stock redeemed pursuant to the provisions hereof or any Series C
Preferred Stock purchased or otherwise acquired shall not be
reissued but shall be cancelled and proceedings shall be taken in
the manner prescribed by statute to reduce the shares
accordingly.
(d) Voting Rights - The holders of the shares of
Series C Preferred Stock shall be entitled to one vote for each
share of such stock standing in the name of the holder on the
books of the Corporation and shall vote together with the holders
of the common stock and the holders of other series of the
preferred stock of the Corporation as one class.
(e) Pre-emptive Rights - No holder of any shares of
Series C Preferred Stock shall have any pre-emptive right to
subscribe for or acquire additional shares of the Corporation of
the same or any other class or series, whether such shares be
hereby or hereafter authorized; and no holder of Series C
Preferred Stock shall have any pre-emptive right to acquire any
shares which may be held in the treasury of the Corporation; all
such additional or treasury shares may be sold for such
consideration at such time and to such person or persons as the
board of directors may from time to time determine.
-4-
<PAGE>
(f) Conversion -
(1) The Series C Preferred Stock shall be
convertible into Common Stock as hereinafter provided, and,
when and as so converted, such Series C Preferred Stock
shall be cancelled and retired and shall not be reissued as
such. Any holder of the Series C Preferred Stock may at any
time prior to December 31, 1983 convert such stock into full
shares of the Common Stock of the Corporation at the rate of
eight and one-half (8.5) shares of Common Stock for each
share of Series C Preferred Stock. On presentation and
surrender to the Corporation at its offices of the
certificates for shares of the Series C Preferred Stock to
be converted, the holder of such stock shall be entitled to
receive in exchange therefor certificates for shares of the
fully paid and non-assessable Common Stock of the
Corporation at the rate aforesaid, all under suitable
regulations to be prescribed by the board of directors of
the Corporation. Conversion of Series C Preferred Stock in
the manner aforesaid shall not affect the right of the
holder of such stock to receive dividends accrued but unpaid
on such shares as of the dividend payment date immediately
prior to conversion.
(2) The number of shares of Common Stock into
which each share of Series C Preferred Stock is convertible,
shall be subject to adjustment from time to time as in
subparagraphs (A) and (B) of this paragraph (2):
(A) In case the Corporation shall (1) pay a
dividend on its Common Stock in shares of the
Corporation, (2) subdivide its outstanding Common
Stock, (3) combine the outstanding Common Stock into a
smaller number of shares, or (4) issue by
reclassification of its Common Stock (whether pursuant
to a merger or consolidation or otherwise) any shares
of the Corporation, then the holder of each share of
Series C Preferred Stock shall be entitled to receive
upon the conversion of such share, the number of shares
of the Corporation which he would have owned or would
have been entitled to receive after the happening of
any of the events described above had such share been
converted immediately prior to the happening of such
event. An adjustment made pursuant to this provision
shall become effective retroactively with respect to
conversions made subsequent to the record date in the
case of a dividend, and shall become effective on the
effective date in the case of a subdivision,
combination or reclassification.
(B) No adjustment in the conversion rate shall be
required unless such adjustment would require an
increase or decrease in such rate of at least one-tenth
of a share of Common Stock; provided, however, that any
-5-
<PAGE>
adjustments which by reason of this subparagraph (B)
are not required to be made shall be carried forward
and taken into account in any subsequent adjustment.
(3) The Corporation shall at all times reserve
and keep available out of its authorized Common Stock,
solely for the purpose of issue upon conversion of shares of
Series C Preferred Stock as herein provided, such number of
shares of Common Stock as shall then be issuable upon the
conversion of all outstanding shares of Series C Preferred
Stock.
(4) Fractional shares of Common Stock shall not
be issued upon conversion of Series C Preferred Stock nor
shall cash adjustments be made for fractional shares upon
such conversion.
(5) For the purposes of this paragraph (f), the
term "Common Stock" shall mean (A) the class of stock
designated as the Common Stock of the Corporation at the
date of these Restated Articles of Incorporation, or (B) any
other class of stock resulting from successive changes or
reclassifications of such Common Stock consisting solely of
change in par value, or from par value to no par value, or
from no par value to par value.
(g) Liquidation Rights - In the event of any
liquidation, dissolution or winding up of the affairs of the
Corporation, whether voluntary or involuntary, the holders of the
Series C Preferred Stock shall be entitled, before any assets of
the Corporation shall be distributed among or paid over to the
holders of the common stock, to receive out of the assets of the
Company $100 per share of Series C Preferred Stock. If upon any
such dissolution, liquidation or winding up, the assets of the
Corporation available for payment to stockholders are not
sufficient to make payment in full to the holders of the Series C
Preferred Stock, payment shall be made to such holders ratably in
accordance with the number of shares held by them and, in case
there shall then be more than one series of the Preferred Stock
outstanding at that time, ratably in accordance with the
respective distributive amount to which such holders shall be
entitled.
-6-
<PAGE>
TELEPHONE AND DATA SYSTEMS, INC.
----------------------------------
Statement of Designation, Preferences and Rights
of
$6.00 Cumulative, Convertible and Redeemable
Voting Series CC Preferred Shares,
without par value, Stated Value $100.00 Per Share
----------------------------------
1. The name of the corporation is TELEPHONE AND DATA
SYSTEMS, INC.
2. A copy of the resolution of the Board of Directors
establishing and designating the $6.00 Cumulative, Convertible
and Redeemable Voting Series CC Preferred Shares and fixing and
determining the relative rights and preferences thereof is
attached hereto as Exhibit A and is made a part of this
statement.
3. The aforesaid resolution was adopted as of May 13,
1988.
4. The aforesaid resolution was duly adopted by the
Board of Directors of TELEPHONE AND DATA SYSTEMS, INC.
IN WITNESS WHEREOF, we have hereunto subscribed our
names and affixed the seal of this corporation this 31st day of
May, 1988.
TELEPHONE AND DATA SYSTEMS, INC.
By /s/ LeRoy T. Carlson
---------------------------
LeRoy T. Carlson, President
By /s/ Michael G. Hron
--------------------------
Michael G. Hron, Secretary
<PAGE>
EXHIBIT A
STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS
OF
$6.00 CUMULATIVE, CONVERTIBLE AND REDEEMABLE
VOTING SERIES CC PREFERRED SHARES,
WITHOUT PAR VALUE, STATED VALUE $100.00 PER SHARE
--------------------------------------------------
RESOLVED, that pursuant to the authority expressly
granted to and vested in the board of directors of the
Corporation by the Articles of Incorporation, the board of
directors hereby creates and authorizes the issuance of a series
of the Preferred Shares of the Corporation to consist originally
of Six Thousand (6,000) shares, and hereby fixes the designation,
relative rights and preferences thereof as follows:
(a) Designation. The designation of the series of
Preferred Shares created by this resolution shall be $6.00
Cumulative, Convertible and Redeemable Voting Series CC Preferred
Shares (hereinafter referred to as the "Series CC Preferred
Shares"). The Series CC Preferred Shares shall have no par value
but shall have a stated value of $100.00 per share.
(b) Dividends. The rate of dividend payable upon
Series CC Preferred Shares shall be six and no/100 dollars
($6.00) per share per annum.
(c) Convertibility. Commencing upon issuance and
terminating on the day before the tenth anniversary thereof, the
Series CC Preferred Shares shall be convertible upon 45 days
written notice, into TDS Common Shares at the rate of three and
one-half (3.5) Common Shares for each Series CC Preferred Share.
The number of Common Shares into which each Preferred
Share is convertible shall be subject to adjustment from time to
time as set forth below:
In case TDS shall (i) pay a dividend on its Common
Shares (in shares of TDS), (ii) subdivide its outstanding Common
Shares, (iii) combine the outstanding Common Shares into a
smaller number of shares, or (iv) issue by reclassification of
its Common Shares (whether pursuant to a merger or consolidation
or otherwise) any shares of TDS, then the holder of each
Preferred Share shall be entitled to receive upon the conversion
of such share, the number of shares of the Corporation which he
or she would have owned or would have been entitled to receive
after the happening of any of the events described above had such
share been converted immediately prior to the happening of such
event. An adjustment made pursuant to this provision shall
become effective retroactively with respect to conversions made
subsequently to the record date in the case of a dividend, and
shall become effective on the effective date in the case of a
subdivision, combination or reclassification. No adjustment in
-1-
<PAGE>
the conversion rate shall be required unless such adjustment
would require an increase or decrease in such rate of at least
one-tenth (1/10) of a Common Share; provided, however, that any
adjustments which by reason of this clause are not required to be
made shall be carried forward and taken into account in any
subsequent adjustment. Fractional Common Shares shall not be
issued upon conversion of Preferred Shares, nor shall cash
adjustments be made for fractional shares upon such conversion.
(d) Stated Value. Each Series CC Preferred Share
shall have a stated value of $100.
(e) Redeemability. The Series CC Preferred Shares
shall be redeemable upon the second anniversary of their
issuance, and for five years thereafter, at the election of the
holder of Series CC Preferred Shares which election shall be made
annually, TDS shall redeem on a pro-rata basis for each holder,
up to twenty percent (20%) of the number of Series CC Preferred
Shares issued and outstanding on each anniversary of their
issuance without premium, upon payment of $100 per share. The
right of redemption provided in the preceding sentence shall not
be cumulative. In the event that a holder of Series CC Preferred
Shares fails to exercise its right of redemption during any year,
such right of redemption with respect to the Series CC Preferred
Shares eligible for redemption during such year shall lapse.
After the seventh anniversary of their issuance, the Series CC
Preferred Shares outstanding may be redeemed at the election of
TDS from time to time in whole or in part, without premium, upon
payment of $100 per share. Notice of any redemption shall be
mailed to each holder of Series CC Preferred Shares to be
redeemed not less than thirty (30) days prior to the date upon
which such stock is to be redeemed. If on or before the
redemption date specified in such notice, the funds necessary for
such redemption shall have been set aside by TDS so as to be
available for payment on demand to the holders of Series CC
Preferred Shares so called for redemption then, notwithstanding
that any certificate representing Series CC Preferred Shares so
called for redemption shall not have been surrendered for
cancellation, the dividends thereon shall cease to accrue from
and after the date of such redemption so specified, and all
rights with respect to such Series CC Preferred Shares so called
for redemption, including any right to vote or otherwise
participate in the determination of any proposed corporate
action, shall forthwith after such redemption date cease and
terminate, except only the right of the holder to receive the
redemption price therefor, but without interest.
(f) Voting. The holders of Series CC Preferred Shares
shall be entitled to one vote for each share of such stock
standing in the name of the holder on the books of the TDS and
shall vote together with the holders of the Series A Common
Shares of TDS as one class with respect to the election of
directors.
-2-
<PAGE>
TELEPHONE AND DATA SYSTEMS, INC.
----------------------------------
Statement of Designation, Preferences and Rights
of
$6.00 Cumulative Convertible Voting Series D Preferred
Stock, without par value, Stated value $100 Per Share
----------------------------------
1. The name of the corporation is TELEPHONE AND DATA
SYSTEMS, INC.
2. A copy of the resolution of the board of directors
establishing and designating the $6.00 Cumulative Convertible
Voting Series D Preferred Stock and fixing and determining the
relative rights and preferences thereof is attached hereto as
Exhibit A and is made a part of this statement.
3. The aforesaid resolution was adopted on November
21, 1973.
4. The aforesaid resolution was duly adopted by the
board of directors of TELEPHONE AND DATA SYSTEMS, INC.
IN WITNESS WHEREOF, we have hereunto subscribed our
names and affixed the seal of said corporation this 21st day of
November, 1973.
TELEPHONE AND DATA SYSTEMS, INC.
[SEAL] By /s/ William G. Vance
--------------------------
Vice President
/s/ Herbert S. Wander
--------------------------
Secretary
<PAGE>
STATE OF ILLINOIS )
) SS.
COUNTY OF COOK )
On this 21st day of November, A.D. 1973, before me, a
Notary Public, in and for said county, personally appeared
Herbert S. Wander, who, being by me duly sworn, did say that he
is the secretary of said corporation, that the seal affixed to
said instrument is the seal of said corporation and that said
instrument was signed and sealed on behalf of the said
corporation by authority of its board of directors and the said
Herbert S. Wander acknowledged the execution of said instrument
to be the voluntary act and deed of said corporation by it
voluntarily executed.
IN WITNESS WHEREOF, I have hereunto set my hand and
seal the day and year before written.
/s/ Mildred L. Upper
--------------------------
Notary Public
[Notarial Seal]
-2-
<PAGE>
RESOLVED, that pursuant to the authority expressly
granted to and vested in the board of directors of the
Corporation by the Articles of Incorporation, the board of
directors hereby creates and authorizes the issuance of a fourth
series of the preferred stock of the Corporation to consist
originally of 5,561 shares and hereby fixes the designations,
powers and preferences and the qualifications, limitations or
restrictions thereof as follows:
(a) Designation - The designation of the preferred
stock created by this resolution shall be $6.00 Cumulative
Convertible Voting Series D Preferred Stock (hereinafter referred
to as "Series D Preferred Stock"). The Series D Preferred Stock
shall have no par value but shall have a stated value of $100.
(b) Dividends - The holders of the Series D Preferred
Stock shall be entitled to receive, when and as declared by the
board of directors of the Corporation, out of any assets of the
Corporation available for dividends pursuant to the laws of the
State of Iowa, preferential dividends at the rate of six dollars
($6.00) per annum per share and no more. The dividends, when
payable, shall be paid quarterly on the first days of March,
June, September, and December in each year, before any dividends
shall be declared or paid upon or set apart for the common stock
of the Company for that year. Such dividends upon the Series D
Preferred Stock shall be cumulative from the date of issue
thereof so that if dividends for any past dividend period at the
rate of six dollars ($6.00) per annum shall not have been paid
thereon or declared and a sum sufficient for payment thereof set
apart, the deficiency shall be fully paid or set apart but
without interest, before any dividend shall be paid upon or set
apart for the common stock. Provided, however, that no dividends
shall be declared on the shares of any series of preferred stock
for any dividend period unless the full dividend for all prior
dividend periods shall have been declared or shall be declared at
the same time upon all preferred stock outstanding during said
prior dividend periods, and further provided, that no dividends
shall be declared on the shares of any series of preferred stock
unless a dividend for the same period shall be declared at the
same time upon all preferred stock outstanding during said period
in like proportion to the dividend rate upon such shares.
Whenever the full dividend upon all the preferred stock for all
past dividend periods shall have been paid and the full dividend
thereon for the then current dividend period shall have been paid
or declared and a sum sufficient for the payment thereof set
apart, dividends upon the common stock may be declared by the
board of directors out of the remainder of the assets available
therefor.
(c) Redemption - The Corporation may, at the option of
the board of directors, redeem the whole or any part of the
outstanding Series D Preferred Stock at any time commencing ten
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<PAGE>
years after the date of issuance. If such redemption is made,
the holders of any shares of Series D Preferred Stock redeemed
shall be entitled to receive $100 per share plus an amount equal
to all dividends accrued and unpaid to the redemption date.
Notice of election to redeem shall be mailed to each
holder of Series D Preferred Stock to be redeemed not less than
thirty (30) days prior to the date upon which such stock is to be
redeemed. In case less than all of the outstanding Series D
Preferred Stock is to be redeemed, the amount to be redeemed and
the method of effecting such redemption, whether by lot or pro
rata or otherwise, may be determined by the board of directors.
If on or before the redemption date named in such notice, the
funds necessary for such redemption shall have been set aside by
the Corporation so as to be available for payment on demand to
the holders of the Series D Preferred Stock so called for
redemption then, notwithstanding that any certificate of the
Series D Preferred Stock so called for redemption shall not have
been surrendered for cancellation, the dividends thereon shall
cease to accrue from and after the date of redemption so
designated, and all rights with respect to such Series D
Preferred Stock so called for redemption, including any right to
vote or otherwise participate in the determination of any
proposed corporate action, shall forthwith after such redemption
date cease and terminate, except only the right of the holder to
receive the redemption price therefor, but without interest.
Stock redeemed pursuant to the provisions hereof or any Series D
Preferred Stock purchased or otherwise acquired shall not be
reissued but shall be cancelled and proceedings shall be taken in
the manner prescribed by statute to reduce the shares
accordingly.
(d) Voting Rights - The holders of the shares of
Series D Preferred Stock shall be entitled to one vote for each
share of such stock standing in the name of the holder on the
books of the Corporation and shall vote together with the holders
of the common stock and the holders of other series of the
preferred stock of the Corporation as one class.
(e) Pre-emptive Rights - No holder of any shares of
Series D Preferred Stock shall have any pre-emptive right to
subscribe for or acquire additional shares of the Corporation of
the same or any other class or series, whether such shares be
hereby or hereafter authorized; and no holder of Series D
Preferred Stock shall have any pre-emptive right to acquire any
shares which may be held in the treasury of the Corporation; all
such additional or treasury shares may be sold for such
consideration at such time and to such person or persons as the
board of directors may from time to time determine.
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<PAGE>
(f) Conversion -
----------
(1) The Series D Preferred Stock shall be
convertible into Common Stock as hereinafter provided and,
when and as so converted, such Series D Preferred Stock
shall be cancelled and retired and shall not be reissued as
such. Any holder of the Series D Preferred Stock may at any
time commencing two (2) years and terminating upon the
expiration of ten (10) years from the date of issuance
convert such stock into full shares of the Common Stock of
the Corporation at the rate of ten (10) shares of Common
Stock for each share of Series D Preferred Stock. On
presentation and surrender to the Corporation at its offices
of the certificates for shares of the Series D Preferred
Stock to be converted, the holder of such stock shall be
entitled to receive in exchange therefor certificates for
shares of the fully paid and non-assessable Common Stock of
the Corporation at the rate aforesaid, all under suitable
regulations to be prescribed by the board of directors of
the Corporation. Conversion of Series D Preferred Stock in
the manner aforesaid shall not affect the right of the
holder of such stock to receive dividends accrued but unpaid
on such shares as of the dividend payment date immediately
prior to conversion.
(2) The number of shares of Common Stock into
which each share of Series D Preferred Stock is convertible,
shall be subject to adjustment from time to time as in
subparagraphs (A) and (B) of this paragraph (2):
(A) In case the Corporation shall (1) pay a
dividend on its Common Stock in shares of the
Corporation, (2) subdivide its outstanding Common
Stock, (3) combine the outstanding Common Stock into a
smaller number of shares, or (4) issue by
reclassification of its Common Stock (whether pursuant
to a merger or consolidation or otherwise) any shares
of the Corporation, then the holder of each share of
Series D Preferred Stock shall be entitled to receive
upon the conversion of such share, the number of shares
of the Corporation which he would have owned or would
have been entitled to receive after the happening of
any of the events described above had such share been
converted immediately prior to the happening of such
event. An adjustment made pursuant to this provision
shall become effective retroactively with respect to
conversions made subsequent to the record date in the
case of a dividend, and shall become effective on the
effective date in the case of a subdivision,
combination or reclassification.
(B) No adjustment in the conversion rate shall be
required unless such adjustment would require an
increase or decrease in such rate of at least one-tenth
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<PAGE>
of a share of Common Stock; provided, however, that any
adjustments which by reason of this subparagraph (B)
are not required to be made shall be carried forward
and taken into account in any subsequent adjustment.
(3) The Corporation shall at all times reserve
and keep available out of its authorized Common Stock,
solely for the purpose of issue upon conversion of shares of
Series D Preferred Stock as herein provided, such number of
shares of Common Stock as shall then be issuable upon the
conversion of all outstanding shares of Series D Preferred
Stock.
(4) Fractional shares of Common Stock shall not
be issued upon conversion of Series D Preferred Stock nor
shall cash adjustments be made for fractional shares upon
such conversion.
(5) For the purposes of this paragraph (f), the
term "Common Stock" shall mean (A) the class of stock
designated as the Common Stock of the Corporation at the
date of these Restated Articles of Incorporation, or (B) any
other class of stock resulting from successive changes or
reclassifications of such Common Stock consisting solely of
change in par value, or from par value to no par value, or
from no par value to par value.
(g) Liquidation Rights - In the event of any
liquidation, dissolution or winding up of the affairs of the
Corporation, whether voluntary or involuntary, the holders of the
Series D Preferred Stock shall be entitled, before any assets of
the Corporation shall be distributed among or paid over to the
holders of the common stock, to receive out of the assets of the
Company $100 per share of Series D Preferred Stock. If upon any
such dissolution, liquidation or winding up, the assets of the
Corporation available for payment to stockholders are not
sufficient to make payment in full to the holders of the Series D
Preferred Stock, payment shall be made to such holders ratably in
accordance with the number of shares held by them and, in case
there shall then be more than one series of the Preferred Stock
outstanding at that time, ratably in accordance with the
respective distributive amount to which such holders shall be
entitled.
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<PAGE>
TELEPHONE AND DATA SYSTEMS, INC.
----------------------------------
Statement of Designation, Preferences and Rights
of
$7.00 Cumulative, Convertible and Redeemable
Voting Series DD Preferred Shares,
without par value, Stated Value $100.00 Per Share
----------------------------------
1. The name of the corporation is TELEPHONE AND DATA
SYSTEMS, INC.
2. A copy of the resolution of the Board of Directors
establishing and designating the $7.00 Cumulative, Convertible
and Redeemable Voting Series DD Preferred Shares and fixing and
determining the relative rights and preferences thereof is
attached hereto as Exhibit A and is made a part of this
statement.
3. The aforesaid resolution was adopted as of
December 2, 1988.
4. The aforesaid resolution was duly adopted by the
Board of Directors of TELEPHONE AND DATA SYSTEMS, INC.
IN WITNESS WHEREOF, we have hereunto subscribed our
names and affixed the seal of this corporation this 13th day of
December, 1988.
TELEPHONE AND DATA SYSTEMS, INC.
By /s/ LeRoy T. Carlson
--------------------------
LeRoy T. Carlson, Chairman
By /s/ Michael G. Hron
--------------------------
Michael G. Hron, Secretary
Subscribed and sworn to
before me this 13th day
of December 1988
/s/ Miriam L. Sharpe
- ------------------------
Notary Public
My commission expires: 12/10/89
<PAGE>
STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS
OF
$7.00 CUMULATIVE, CONVERTIBLE AND REDEEMABLE
VOTING SERIES DD PREFERRED SHARES,
WITHOUT PAR VALUE, STATED VALUE $100.00 PER SHARE
--------------------------------------------------
RESOLVED, that pursuant to the authority expressly
granted to and vested in the board of directors of the
Corporation by the Articles of Incorporation, the board of
directors hereby creates, designates and authorizes the issuance
of a series of the Preferred Shares of the Corporation to consist
originally of Sixty Thousand (60,000) shares, and hereby fixes
and determines the relative rights and preferences thereof as
follows:
(a) Designation. The designation of the series of
Preferred Shares created by this resolution shall be $7.00
Cumulative, Convertible and Redeemable Voting Series DD Preferred
Shares (hereinafter referred to as the "Series DD Preferred
Shares"). The Series DD Preferred Shares shall have no par value
but shall have a stated value of $100.00 per share.
(b) Dividends. The rate of dividend payable upon
Series DD Preferred Shares shall be seven and no/100 dollars
($7.00) per share per annum.
(c) Convertibility. Commencing upon issuance and
terminating on the day before the fifteenth anniversary thereof,
the Series DD Preferred Shares shall be convertible, at the
election of the holder of Series DD Preferred Shares and upon
surrender to the Corporation of the certificate or certificates
representing the shares to be converted, into fully paid and
nonassessable TDS Common Shares, $1.00 par value (hereinafter
referred to as the "Common Shares"), at the rate of five and one-
quarter (5.25) Common Shares for each Series DD Preferred Share.
Certificates representing any Series DD Preferred Shares
surrendered for conversion shall be delivered to the Corporation
duly endorsed, or accompanied by proper instruments of transfer,
to the Corporation or in blank, together with a written notice to
the Corporation of the holder's election to make the conversion
and of the name or names in which the certificate or certificates
for Common Shares shall be issued. The Corporation shall pay all
documentary, stamp, and similar taxes that may be payable in
respect of the issue or delivery of Common Shares upon conversion
of any Series DD Preferred Shares. The Corporation shall at all
times reserve and keep available, free from preemptive rights,
out of its authorized but unissued Common Shares the full number
of Common Shares that would be deliverable upon the conversion of
Series DD Preferred Shares then outstanding.
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<PAGE>
If at any time the Corporation elects to redeem part or
all of the outstanding Series DD Preferred Shares (pursuant to
paragraph (e) of this Statement of Designation, Preferences and
Rights), the holders of the Series DD Preferred Shares that the
Corporation elects to redeem shall be entitled to convert those
shares to Common Shares by delivering to the Corporation, not
less than ten (10) days before the redemption date specified in
the Corporation's notice of redemption, a written notice of the
holder's election to convert part or all of his Series DD
Preferred Shares to Common Shares, together with the certificate
or certificates representing the Series DD Preferred Shares to be
converted duly endorsed (or accompanied by proper instruments of
transfer) to the Corporation or in blank.
The number of Common Shares into which each Series DD
Preferred Share is convertible shall be subject to adjustment
from time to time as set forth below:
In case the Corporation shall (i) pay a dividend on its
Common Shares (in shares of the Corporation), (ii) subdivide its
outstanding Common Shares, (iii) combine the outstanding Common
Shares into a smaller number of shares or (iv) issue by
reclassification of its Common Shares (whether pursuant to a
merger or consolidation or otherwise) any shares of the
Corporation, then the holder of each Series DD Preferred Share
shall be entitled to receive upon the conversion of such share,
the number of shares of the Corporation which he or she would
have owned or would have been entitled to receive after the
happening of any of the events described above had such share
been converted immediately prior to the happening of such event.
An adjustment made pursuant to this provision shall become
effective retroactively with respect to conversions made
subsequent to the record date in the case of a dividend, and
shall become effective on the effective date in the case of a
subdivision, combination or reclassification. Fractional Common
Shares shall not be issued upon conversion of Series DD Preferred
Shares, nor shall cash adjustments be made for fractional shares
upon such conversion.
(d) Stated Value. Each Series DD Preferred Share
shall have a stated value of $100.
(e) Redeemability. The Series DD Preferred Shares
shall be redeemable upon the second anniversary of their
issuance, and on each anniversary thereafter through the sixth
such anniversary, at the election of the holder of Series DD
Preferred Shares, which election shall be made not less than ten
(10) days before each such anniversary. The Corporation shall
redeem on a pro-rata basis for each holder, up to twenty percent
(20%) of the number of Series DD Preferred Shares issued and
outstanding on each anniversary of their issuance without
premium, upon payment to the holder of Series DD Preferred Shares
to be redeemed of $100 per share plus
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<PAGE>
(i) any accrued and unpaid dividends with respect
to each Series DD Preferred Share redeemed, and
(ii) an amount equal to $1.75 for each Series DD
Preferred Share redeemed multiplied by the number of days
between the date fixed for redemption and the March 1, June
1, September 1, or December 1 immediately preceding the date
fixed for redemption and divided by 90.
The right of redemption provided in the preceding sentence shall
not be cumulative. In the event that a holder of Series DD
Preferred Shares fails to exercise its right of redemption during
any year, such right of redemption with respect to the Series DD
Preferred Shares eligible for redemption during such year shall
lapse. A holder of Series DD Preferred Shares shall exercise its
right of redemption by mailing to the Corporation written notice
of its election to redeem Series DD Preferred Shares, together
with a certificate or certificates representing the Series DD
Preferred Shares to be redeemed, duly endorsed or accompanied by
proper instruments of transfer. The foregoing right of
redemption may only be exercised if the price of the Common
Shares at the time the holder of Series DD Preferred Shares gives
notice of his or her desire to have Series DD Preferred Shares
redeemed is below $19.00 per share (or such equivalent price as
may exist as a result of any stock split, stock dividend,
reclassification or similar event).
After the fifteenth anniversary of their issuance, the
Series DD Preferred Shares outstanding may be redeemed at the
election of the Corporation from time to time in whole or in
part, without premium, upon payment to the holder of Series DD
Preferred Shares to be redeemed of $100 per share plus
(i) any accrued and unpaid dividends with respect
to each Series DD Preferred Share redeemed, and
(ii) an amount equal to $1.75 for each Series DD
Preferred Share redeemed multiplied by the number of days
between the date fixed for redemption and the March 1, June
1, September 1, or December 1 immediately preceding the date
fixed for redemption and divided by 90.
Notice of any redemption shall be mailed to each holder of Series
DD Preferred Shares to be redeemed not less than thirty (30) days
prior to the date upon which such stock is to be redeemed. If on
or before the redemption date specified in such notice, the funds
necessary for such redemption shall have been set aside by the
Corporation so as to be available for payment on demand to the
holders of Series DD Preferred Shares so called for redemption
then, notwithstanding that any certificate representing Series DD
Preferred Shares so called for redemption shall not have been
surrendered for cancellation, the dividends thereon shall cease
to accrue from and after the date of such redemption so
specified, and all rights with respect to such Series DD
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<PAGE>
Preferred Shares so called for redemption, including any right to
vote or otherwise participate in the determination of any
proposed corporate action, shall forthwith after such redemption
date cease and terminate, except only the right of the holder to
receive the redemption price therefor, but without interest.
(f) Voting Rights. With respect to all matters, each
holder of Series DD Preferred Shares shall be entitled to one
vote for each share of such stock standing in the name of the
holder on the books of the Corporation. With respect to the
election of directors, the holders of Series DD Preferred Shares
shall have class voting rights (voting together with the holders
of (i) other Preferred Shares that are entitled to vote thereon
and that were issued after October 31, 1981, and (ii) Series A
Common Shares) to the extent provided in Article IV of the
Articles of Incorporation of the Corporation.
(g) Liquidation Preference. For purposes of Article
IV, paragraph 2.III of the Articles of Incorporation, the "fixed
amount payable" for the Series DD Preferred Shares shall be $100
per share.
-5-
<PAGE>
TELEPHONE AND DATA SYSTEMS, INC.
----------------------------------
Statement of Designation, Preferences and Rights
of
$6.00 Cumulative Convertible Voting Series E Preferred
Stock, without par value, Stated Value $100 Per Share
----------------------------------
1. The name of the corporation is TELEPHONE AND DATA
SYSTEMS, INC.
2. A copy of the resolution of the board of directors
establishing and designating the $6.00 Cumulative Convertible
Voting Series E Preferred Stock and fixing and determining the
relative rights and preferences thereof is attached hereto as
Exhibit A and is made a part of this statement.
3. The aforesaid resolution was adopted on February
25, 1974.
4. The aforesaid resolution was duly adopted by the
board of Directors of TELEPHONE AND DATA SYSTEMS, INC.
IN WITNESS WHEREOF, we have hereunto subscribed our
names and affixed the seal of said corporation this 25th day of
February, 1974.
TELEPHONE AND DATA SYSTEMS, INC.
By /s/ K.C. August
--------------------------
Vice President
/s/ Herbert S. Wander
--------------------------
Secretary
<PAGE>
STATE OF ILLINOIS )
) SS.
COUNTY OF COOK )
On this 25th day of February, A.D. 1974, before me, a
Notary Public, in and for said county, personally appeared
Herbert S. Wander, who, being by me duly sworn, did say that he
is the secretary of said corporation, that the seal affixed to
said instrument is the seal of said corporation and that said
instrument was signed and sealed on behalf of the said
corporation by authority of its board of directors and the said
Herbert S. Wander acknowledged the execution of said instrument
to be the voluntary act and deed of said corporation by it
voluntarily executed.
IN WITNESS WHEREOF, I have hereunto set my hand and
seal the day and year before written.
/s/ Marianne Larzian
-------------------------------
Notary Public
[Notarial Seal]
-2-
<PAGE>
EXHIBIT A
----------
RESOLVED, that pursuant to the authority expressly
granted to and vested in the board of directors of Telephone and
Data Systems, Inc., an Iowa corporation (the "Corporation"), by
the Articles of Incorporation, the board of directors hereby
creates and authorizes the issuance of a fifth series of the
preferred stock of the Corporation to consist originally of
10,001 shares and hereby fixes the designations, powers and
preferences and the qualifications, limitations or restrictions
thereof as follows:
(a) Designation - The designation of the preferred
stock created by this resolution shall be $6.00 Cumulative
Convertible Voting Series E Preferred Stock (hereinafter referred
to as "Series E Preferred Stock"). The Series E Preferred Stock
shall have no par value but shall have a stated value of $100.
(b) Dividends - The holders of the Series E Preferred
Stock shall be entitled to receive, when and as declared by the
board of directors of the Corporation, out of any assets of the
Corporation available for dividends pursuant to the laws of the
State of Iowa, preferential dividends at the rate of six dollars
($6.00) per annum per share. The dividends, when payable, shall
be paid quarterly on the first days of March, June, September,
and December in each year, before any dividends shall be declared
or paid upon or set apart for the common stock of the Company for
that year. Such dividends upon the Series E Preferred Stock
shall be cumulative from the date of issue thereof so that if
dividends for any past dividend period at the rate of six dollars
($6.00) per annum shall not have been paid thereon or declared
and a sum sufficient for payment thereof set apart, the
deficiency shall be fully paid or set apart, with interest
payable at the rate of 7 percent per annum, before any dividend
shall be paid upon or set apart for the common stock. Provided,
however, that no dividends shall be declared on the shares of any
series of preferred stock for any dividend period unless the full
dividend for all prior dividend periods shall have been declared
or shall be declared at the same time upon all preferred stock
outstanding during said prior dividend periods, and further
provided, that no dividends shall be declared on the shares of
any series of preferred stock unless a dividend for the same
period shall be declared at the same time upon all preferred
stock outstanding during said period in like proportion to the
dividend rate upon such shares. Whenever the full dividend upon
all the preferred stock for all past dividend periods shall have
been paid and the full dividend thereon for the then current
dividend period shall have been paid or declared and a sum
sufficient for the payment thereof set apart, dividends upon the
common stock may be declared by the board of directors out of the
remainder of the assets available therefor.
-3-
<PAGE>
(c) Redemption - Commencing ten years after the date
of issuance, the Corporation may, at the option of the board of
directors, redeem in any one year up to 12-1/2 percent of the
first issued 10,001 shares of Series E Preferred Stock
(hereinafter referred to as "the original issue"). No more than
12-1/2 percent of the original issue may be redeemed in any one
year until the expiration of twenty-five years from the date of
issue, at which time 100 percent of the original issue, or any
part thereof, may be redeemed by the Corporation. If such
redemption is made, the holders of any shares of Series E
Preferred Stock redeemed shall be entitled to receive $100 per
share plus an amount equal to all dividends accrued and unpaid to
the redemption date plus interest at the rate of 7 percent per
annum upon such unpaid dividends.
The Corporation may, at the option of the board of
directors, redeem the whole or any part of any outstanding Series
E Preferred Stock, other than the original issue, at any time
commencing one year after the date of issuance. If such
redemption is made, the holders of any shares of Series E
Preferred Stock redeemed shall be entitled to receive $100 per
share plus an amount equal to all dividends accrued and unpaid to
the redemption date.
Notice of election to redeem shall be mailed to each
holder of Series E Preferred Stock to be redeemed not less than
thirty (30) days prior to the date upon which such stock is to be
redeemed. In case less than all of the outstanding Series E
Preferred Stock is to be redeemed, the amount to be redeemed and
the method of effecting such redemption, whether by lot or pro
rata or otherwise, may be determined by the board of directors.
If on or before the redemption date named in such notice, the
funds necessary for such redemption shall have been set aside by
the Corporation so as to be available for payment on demand to
the holders of the Series E Preferred Stock so called for
redemption then, notwithstanding that any certificate of the
Series E Preferred Stock so called for redemption shall not have
been surrendered for cancellation, the dividends thereon shall
cease to accrue from and after the date of redemption so
designated and all rights with respect to such Series E Preferred
Stock so called for redemption, including any right to vote or
otherwise participate in the determination of any proposed
corporate action, shall forthwith after such redemption date
cease and determine, except only the right of the holder to
receive the redemption price therefor, but with interest on the
unpaid dividends calculated only until the date of the redemption
and without any further interest whatsoever. Stock redeemed
pursuant to the provisions hereof or any Series E Preferred Stock
purchased or otherwise acquired by the Corporation shall not be
reissued but shall be cancelled and proceedings shall be taken in
the manner prescribed by statute to reduce the shares
accordingly.
-4-
<PAGE>
(d) Voting Rights - The holders of the shares of
Series E Preferred Stock shall be entitled to one vote for each
share of such stock standing in the name of the holder on the
books of the Corporation and shall vote together with the holders
of the common stock and the holders of other series of the
preferred stock of the Corporation as one class.
(e) Pre-emptive Rights - No holder of any shares of
Series E Preferred Stock shall have any pre-emptive right to
subscribe for or acquire additional shares of the Corporation of
the same or any other class or series, whether such shares be
hereby or hereafter authorized; and no holder of Series E
Preferred Stock shall have any pre-emptive right to acquire any
shares which may be held in the treasury of the Corporation; all
such additional or treasury shares may be sold for such
consideration at such time and to such person or persons as the
board of directors may from time to time determine, unless
otherwise restricted by the terms of this statement of
designations, powers and preferences.
(f) Conversion -
(1) The Series E Preferred Stock shall be
convertible into Common Stock as hereinafter provided and,
when and as so converted, such Series E Preferred Stock
shall be cancelled and retired and shall not be reissued as
such. Any holder of the Series E Preferred Stock, at any
time commencing immediately upon the issuance of the Series
E Preferred Stock and terminating upon the expiration of the
ten years from the date of issuance, may convert such stock
into full shares of the Common Stock of the Corporation at
the rate of nine (9) shares of Common Stock for each share
of Series E Preferred Stock upon 90 days written notice. On
presentation and surrender to the Corporation at its offices
of the certificates for shares of the Series E Preferred
Stock to be converted, the holder of such stock shall be
entitled to receive in exchange therefor certificates for
shares of the fully paid and non-assessable Common Stock of
the Corporation at the rate aforesaid, all under suitable
regulations to be prescribed by the board of directors of
the Corporation. Conversion of Series E Preferred Stock in
the manner aforesaid shall not affect the right of the
holder of such stock to receive dividends accrued but unpaid
on such shares as of the dividend payment date immediately
prior to conversion.
(2) The number of shares of Common Stock into
which each share of Series E Preferred Stock is convertible
shall be subject to adjustment from time to time as in
subparagraphs (A) and (B) of this paragraph (2):
(A) In case the Corporation shall (1) pay a
dividend on its Common Stock in shares of the
Corporation, (2) subdivide its outstanding Common
-5-
<PAGE>
Stock, (3) combine the outstanding Common Stock into a
smaller number of shares, or (4) issue by
reclassification of its Common Stock (whether pursuant
to a merger or consolidation or otherwise) any shares
of the Corporation, then the holder of each share of
Series E Preferred Stock shall be entitled to receive
upon the conversion of such share, the number of shares
of the Corporation which he would have owned or would
have been entitled to receive after the happening of
any of the events described above had such share been
converted immediately prior to the happening of such
event. An adjustment made pursuant to this provision
shall become effective on the effective date in the
case of a subdivision, combination or reclassification.
(B) No adjustment in the conversion rate shall be
required unless such adjustment would require an
increase or decrease in such rate of at least one-tenth
of a common share; provided, however, that any
adjustments which by reason of this subparagraph (B)
are not required to be made shall be carried forward
and taken into account in any subsequent adjustment.
(3) The Corporation shall at all times reserve
and keep available out of its authorized Common Stock solely
for the purpose of issue upon conversion of shares of Series
E Preferred Stock as herein provided, such number of shares
of Common Stock as shall then be issuable upon the
conversion of all outstanding shares of Series E Preferred
Stock.
(4) Fractional shares of Common Stock shall not
be issued upon conversion of Series E Preferred Stock nor
shall cash adjustments be made for fractional shares upon
such conversion.
(5) For the purpose of this paragraph (f), the
term "Common Stock" shall mean (A) the class of stock
designated as the Common Stock of the Corporation at the
date of these Restated Articles of Incorporation, or (B) any
other class of stock resulting from successive changes or
reclassifications of such Common Stock consisting solely of
change in par value, or from par value to no par value, or
from no par value to par value.
(g) Liquidation Rights - In the event of any
liquidation, dissolution or winding up of the affairs of the
Corporation, whether voluntary or involuntary, the holders of the
Series E Preferred Stock shall be entitled, before any assets of
the Corporation shall be distributed among or paid over to the
holders of the common stock, to receive out of the assets of the
Company $100 per share of Series E Preferred Stock. Said payment
of $100 per share of Series E Preferred Stock shall be in
addition to payment of unpaid dividends and interest thereon, if
-6-
<PAGE>
any, to which the holders of the Series E Preferred Stock may be
entitled. If upon any such dissolution, liquidation or winding
up, the assets of the Corporation available for payment to
stockholders are not sufficient to make payment in full to the
holders of the Series E Preferred Stock, payment shall be made to
such holders ratably in accordance with the number of shares held
by them and, in case there shall then be more than one series of
the Preferred Stock outstanding at that time, ratably in
accordance with the respective distributive amount to which such
holders shall be entitled.
-7-
<PAGE>
TELEPHONE AND DATA SYSTEMS, INC.
----------------------------------
Statement of Designation, Preferences and Rights
of
$6.00 Cumulative, Convertible, Redeemable
and Voting Series EE Preferred Shares,
without par value, Stated Value $100 Per Share
----------------------------------
1. The name of the corporation is TELEPHONE AND DATA
SYSTEMS, INC.
2. A copy of the resolution of the Board of Directors
establishing and designating the $6.00 Cumulative, Convertible,
Redeemable and Voting Series EE Preferred Shares and fixing and
determining the relative rights and preferences thereof is
attached hereto as Exhibit A and is made a part of this
statement.
3. The aforesaid resolution was duly adopted by the
Board of Directors of TELEPHONE AND DATA SYSTEMS, INC. as of
September 14, 1989.
IN WITNESS WHEREOF, we have hereunto subscribed our
names and affixed the seal of this corporation this 14th day of
September, 1989.
TELEPHONE AND DATA SYSTEMS, INC.
/s/ LeRoy T. Carlson
-------------------------------
Name: LeRoy T. Carlson
Title: Chairman
/s/ Michael G. Hron
-------------------------------
Name: Michael G. Hron
Title: Secretary
<PAGE>
Exhibit A
----------
STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS
OF
$6.00 CUMULATIVE, CONVERTIBLE, REDEEMABLE
AND VOTING SERIES EE PREFERRED SHARES
--------------------------------------
RESOLVED, that pursuant to the authority expressly
granted to and vested in the board of directors of the
Corporation by the Articles of Incorporation, the board of
directors hereby creates and authorizes the issuance of a series
of the Preferred Shares of the Corporation to consist originally
of Sixteen Thousand Five Hundred (16,500) shares, and hereby
fixes the designation and the relative rights and preferences
thereof as follows:
(a) Designation - The designation of the series of
Preferred Shares created by this resolution shall be "$6.00
Cumulative, Convertible, Redeemable and Voting Series EE
Preferred Shares" (hereinafter referred to as the "Series EE
Preferred Shares"). The Series EE Preferred Shares shall have no
par value but shall have a stated value of $100.00 per share.
(b) Dividends - The rate of dividend payable upon
Series EE Preferred Shares shall be six and no/100 dollars
($6.00) per share per annum. Such dividends shall be cumulative
from and commence to accrue on the date of issuance.
(c) Redemption -
(1) After the twentieth anniversary of the date
of issuance, the Corporation may, at its option, at any time
redeem all or a portion of the then outstanding Series EE
Preferred Shares for $100.00 per share, plus an amount equal
to all accumulated and unpaid dividends thereon.
(2) Notice of an election under the redemption
provision in subparagraph (1) above shall be delivered to
each holder of Series EE Preferred Shares to be redeemed at
the address appearing on the records of the Corporation not
less than thirty (30) days prior to the date upon which such
stock is to be redeemed. If, on the redemption date
specified in such notice, the funds necessary for such
redemption shall have been set aside by the Corporation so
as to be available for payment on demand to the holder of
Series EE Preferred Shares so called for redemption, then
notwithstanding that any certificate representing Series EE
Preferred Shares so called for redemption shall not have
been surrendered for cancellation, the dividends thereon
shall cease to accrue from and after the date of such
redemption so specified, and all rights with respect to such
Series EE Preferred Shares so called for redemption,
including any right to vote or otherwise participate in the
-1-
<PAGE>
determination of any proposed corporate action, shall
terminate at the close of business on such redemption date,
except only the right of the holder to receive the
redemption price therefor, but without interest.
(d) Voting Rights -
(1) With respect to all matters, each holder of
Series EE Preferred Shares shall be entitled to one vote for
each share of such stock standing in the name of the holder
on the books of the Corporation.
(2) With respect to the election of directors,
the holders of Series EE Preferred Shares shall have class
voting rights (voting together with the holders of (i) other
Preferred Shares that are entitled to vote thereon and that
were issued after October 31, 1981, and (ii) Series A Common
Shares) to the extent provided in Article IV of the Articles
of Incorporation of the Corporation.
(e) Conversion -
(1) Commencing upon issuance and terminating at
the close of business on the day before the tenth
anniversary of the date of issuance, each outstanding Series
EE Preferred Share may be converted, upon fifteen (15) days'
written notice into four and one-half (4.5) Common Shares.
On presentation and surrender to the Corporation at its
offices of the certificate representing the Series EE
Preferred Shares to be converted, the holder thereof shall
be entitled to receive in exchange therefor certificates for
the fully paid and non-assessable Common Shares of the
Corporation at the rate aforesaid, all under suitable
regulations to be prescribed by the board of directors of
the Corporation. Conversion of Series EE Preferred Shares
in the manner aforesaid shall not affect the right of the
converting holder thereof to receive dividends accrued but
unpaid thereon as of the dividend payment date immediately
prior to conversion.
(2) The number of Common Shares into which each
Series EE Preferred Share is convertible shall be subject to
adjustment from time to time. In the event the Corporation
shall (i) pay a dividend on its Common Shares (in Common
Shares of the Corporation) of more than 20% of the number of
outstanding Common Shares, (ii) subdivide its outstanding
Common Shares, (iii) combine the outstanding Common Shares
into a smaller number of shares or (iv) issue by
reclassification of its Common Shares (whether pursuant to a
merger or consolidation or otherwise) any shares of the
Corporation, then the holder of each Series EE Preferred
Share shall be entitled to receive, upon the conversion of
such share, the number of shares of the Corporation which he
would have owned or would have been entitled to receive
-2-
<PAGE>
after the happening of any of the events described above had
such share been converted immediately prior to the happening
of such event. An adjustment made pursuant to this
provision shall become effective retroactively with respect
to conversions made after the record date in the case of a
dividend, and shall become effective on the effective date
in the case of a subdivision, combination or
reclassification.
(3) The Corporation shall at all times reserve
and keep available out of its authorized Common Shares,
solely for the purpose of issuance upon conversion of Series
EE Preferred Shares as herein provided, such number of
Common Shares as shall then be issuable upon the conversion
of all outstanding Series EE Preferred Shares.
(4) Fractional Common Shares shall not be issued
upon conversion of Series EE Preferred Shares, nor shall
cash adjustments be made for fractional shares upon such
conversion.
(5) For the purposes of this paragraph (e), the
term "Common Shares" shall mean (A) the class of stock
designated as the Common Shares of the Corporation on the
date this Statement is filed with the Iowa Secretary of
State, or (B) any other class of stock resulting from
successive changes or reclassifications of such class
consisting solely of a change in par value, or a change from
no par value.
(f) Liquidation - The amount payable upon each Series
EE Preferred Share in the event of either voluntary or
involuntary liquidation shall be $100.00, plus a sum equal to the
amount of all accumulated and unpaid dividends thereon.
-3-
<PAGE>
TELEPHONE AND DATA SYSTEMS, INC.
----------------------------------
Statement of Designation, Preferences and Rights
of
$6.00 Cumulative Convertible Voting Series F, Preferred
Stock, without par value, Stated Value $100 Per Share
----------------------------------
1. The name of the corporation is TELEPHONE AND DATA
SYSTEMS, INC.
2. A copy of the resolution of the board of directors
establishing and designating the $6.00 Cumulative Convertible
Voting Series F Preferred Stock and fixing and determining the
relative rights and preferences thereof is attached hereto as
Exhibit A and is made a part of this statement.
3. The aforesaid resolution was adopted on April 19,
1974.
4. The aforesaid resolution was duly adopted by the
board of directors of TELEPHONE AND DATA SYSTEMS, INC.
IN WITNESS WHEREOF, we have hereunto subscribed our
names and affixed the seal of said corporation this 19th day of
August, 1974.
TELEPHONE AND DATA SYSTEMS, INC.
[SEAL] By /s/ K.C. August
--------------------------
Vice President
/s/ Herbert S. Wander
--------------------------
Secretary
<PAGE>
STATE OF ILLINOIS )
) SS.
COUNTY OF COOK )
On this 19th day of August, A.D. 1974, before me, a
Notary Public, in and for said county, personally appeared
Herbert S. Wander, who, being by me duly sworn, did say that he
is the secretary of said corporation, that the seal affixed to
said instrument is the seal of said corporation and that said
instrument was signed and sealed on behalf of the said
corporation by authority of its board of directors and the said
Herbert S. Wander acknowledged the execution of said instrument
to be the voluntary act and deed of said corporation by it
voluntarily executed.
IN WITNESS WHEREOF, I have hereunto set my hand and
seal the day and year before written.
-------------------------------
Notary Public
[Notarial Seal]
-2-
<PAGE>
EXHIBIT A
-----------
RESOLVED, that pursuant to the authority expressly
granted to and vested in the board of directors of Telephone and
Data Systems, Inc., an Iowa corporation (the "Corporation"), by
the Articles of Incorporation, the board of directors hereby
creates and authorizes the issuance of a sixth series of the
preferred stock of the Corporation to consist originally of 3,000
shares and hereby fixes the designations, powers and preferences
and the qualifications, limitations or restrictions thereof as
follows:
(a) Designation - The designation of the preferred
stock created by this resolution shall be $6.00 Cumulative
Convertible Voting Series F Preferred Stock (hereinafter referred
to as "Series F Preferred Stock"). The Series F Preferred Stock
shall have no par value but shall have a stated value of $100.
(b) Dividends - The holders of the Series F Preferred
Stock shall be entitled to receive, when and as declared by the
board of directors of the Corporation, out of any assets of the
Corporation available for dividends pursuant to the laws of the
State of Iowa, preferential dividends at the rate of six dollars
($6.00) per annum per share. The dividends, when payable, shall
be paid quarterly on the first days of March, June, September and
December in each year, before any dividends shall be declared or
paid upon or set apart for the common stock of the Company for
that year. Such dividends upon the Series F Preferred Stock
shall be cumulative from the date of issue thereof so that if
dividends for any past dividend period at the rate of six dollars
($6.00) per annum shall not have been paid thereon or declared
and a sum sufficient for payment thereof set apart, the
deficiency shall be fully paid or set apart before any dividend
shall be paid upon or set apart for the common stock. Provided
however, that no dividends shall be declared on the shares of any
series of preferred stock for any dividend period unless the full
dividend for all prior dividend periods shall have been declared
or shall be declared at the same time upon all preferred stock
outstanding during said prior dividend periods, and further
provided, that no dividends shall be declared on the shares of
any series of preferred stock unless a dividend for the same
period shall be declared at the same time upon all preferred
stock outstanding during said period in like proportion to the
dividend rate upon such shares. Whenever the full dividend upon
all the preferred stock for all past dividend periods shall have
been paid and the full dividend thereon for the then current
dividend period shall have been paid or declared and a sum
sufficient for the payment thereof set apart, dividends upon the
common stock may be declared by the board of directors out of the
remainder of the assets available therefor.
-3-
<PAGE>
(c) Redemption - Commencing ten years after the date
of issuance, the Corporation may, at the option of the board of
directors, redeem in any one year up to twenty percent (20%) of
the outstanding shares of Series F Preferred Stock at a price of
$100 per share.
Notice of redemption shall be mailed to each holder of
Series F Preferred Stock to be redeemed not less than thirty (30)
days prior to the date upon which such stock is to be redeemed.
In case less than all of the outstanding Series F Preferred Stock
is to be redeemed, the amount to be redeemed and the method of
effecting such redemption, whether by lot or pro rata or
otherwise, may be determined by the board of directors. If on or
before the redemption date named in such notice, the funds
necessary for such redemption shall have been set aside by the
Corporation so as to be available for payment on demand to the
holders of the Series F Preferred Stock so called for redemption
then, notwithstanding that any certificate of the Series F
Preferred Stock so called for redemption shall not have been
surrendered for cancellation, the dividends thereon shall cease
to accrue from and after the date of redemption so designated and
all rights with respect to such Series F Preferred Stock so
called for redemption, including any right to vote or otherwise
participate in the determination of any proposed corporate
action, shall forthwith after such redemption date cease and
determine, except only the right of the holder to receive the
redemption price therefor, but with interest on the unpaid
dividends calculated only until the date of redemption and
without any further interest whatsoever. Stock redeemed pursuant
to the provisions hereof or any Series F Preferred Stock
purchased or otherwise acquired by the Corporation shall not be
reissued but shall be cancelled and proceedings shall be taken in
the manner prescribed by statute to reduce the shares
accordingly.
(d) Voting Rights - The holders of the shares of
Series F Preferred Stock shall be entitled to one vote for each
share of such stock standing in the name of the holder on the
books of the Corporation and shall vote together with the holders
of the common stock and the holders of other series of the
preferred stock of the Corporation as one class.
(e) Pre-emptive Rights - No holder of any shares of
Series F Preferred Stock shall have any pre-emptive right to
subscribe for or acquire additional shares of the Corporation of
the same or any other class or series, whether such shares be
hereby or hereafter authorized; and no holder of Series F
Preferred Stock shall have any pre-emptive right to acquire any
shares which may be held in the treasury of the Corporation; all
such additional or treasury shares may be sold for such
consideration at such time and to such person or persons as the
board of directors may from time to time determine, unless
otherwise restricted by the terms of this statement of
designations, powers and preferences.
-4-
<PAGE>
(f) Conversion -
(1) The Series F Preferred Stock shall be
convertible into Common Stock as hereinafter provided and,
when and as so converted, such Series F Preferred Stock
shall be cancelled and retired and shall not be reissued as
such.
(2) Any holder of the Series F Preferred Stock,
at any time commencing immediately upon the issuance of the
Series F Preferred Stock and terminating upon the expiration
of ten years from the date of issuance, may convert such
stock into full shares of the Common Stock of the
Corporation at the rate of nine (9) shares of Common Stock
for each share of Series F Preferred Stock upon 90 days
written notice.
(3) If two quarterly dividends are not paid on
the Series F Preferred Stock as provided in paragraph (b)
above, and such dividends remain unpaid for 30 days
following the date on which the most recent dividend should
have been paid, the holders of the Series F Preferred Stock
may, within 60 days following the date on which the most
recent dividend should have been paid, convert all or any
part of the outstanding Series F Preferred Stock into Common
Stock of the Corporation at the rate of $1.00 of Common
Stock for each $1.00 of Preferred Stock being converted.
For purposes of determining the conversion ratio under this
paragraph (f)(3) only, the Series F Preferred Stock shall be
deemed to have a value of $100 per share and the Common
Stock of the Corporation shall be deemed to have a value
equal to the average of the midpoint between the "bid" and
"asked" quotations for such Common Stock for the thirty (30)
market days immediately prior to the date on which the most
recent dividend should have been paid. In no event however,
(i) shall there be issued upon such conversion more than
twenty-five (25) shares of Common Stock for each share of
Series F Preferred Stock so converted and (ii) shall
conversion of any share of Series F Preferred Stock be
effected after the expiration of ten years from the date of
issuance thereof.
(4) On presentation and surrender to the
Corporation at its offices of the certificates for shares of
the Series F Preferred Stock to be converted, the holder of
such stock shall be entitled to receive in exchange therefor
certificates for shares of the fully paid and non-assessable
Common Stock of the Corporation at the rate aforesaid, all
under suitable regulations to be prescribed by the board of
directors of the Corporation. Conversion of Series F
Preferred Stock in the manner aforesaid shall not affect the
right of the holder of such stock to receive dividends
accrued but unpaid on such shares as of the dividend payment
date immediately prior to conversion.
-5-
<PAGE>
(5) The number of shares of Common Stock into
which each share of Series F Preferred Stock is convertible,
shall be subject to adjustment from time to time as in
subparagraphs (A) and (B) of this paragraph (f)(2):
(A) In case the Corporation shall (1) pay a
dividend on its Common Stock in shares of the
Corporation, (2) subdivide its outstanding Common
Stock, (3) combine the outstanding Common Stock into a
smaller number of shares, or (4) issue by
reclassification of its Common Stock (whether pursuant
to a merger or consolidation or otherwise) any shares
of the Corporation, then the holder of each share of
Series F Preferred Stock shall be entitled to receive
upon the conversion of such share, the number of shares
of the Corporation which he would have owned or would
have been entitled to receive after the happening of
any of the events described above had such share been
converted immediately prior to the happening of such
event. An adjustment made pursuant to this provision
shall become effective on the effective date in the
case of a subdivision, combination or reclassification.
(B) No adjustment in the conversion rate shall be
required unless such adjustment would require an
increase or decrease in such rate of at least one-tenth
of a common share; provided, however, that any
adjustments which by reason of this subparagraph (B)
are not required to be made shall be carried forward
and taken into account by any subsequent adjustment.
(6) The Corporation shall at all times reserve
and keep available out of its authorized Common Stock solely
for the purpose of issue upon conversion of shares of Series
F Preferred Stock as herein provided, such number of shares
of Common Stock as shall then be issuable upon the
conversion of all outstanding shares of Series F Preferred
Stock.
(7) Fractional shares of Common Stock shall not
be issued upon conversion of Series F Preferred Stock nor
shall cash adjustments be made for fractional shares upon
such conversion.
(8) For the purposes of this paragraph (f), the
term "Common Stock" shall mean (A) the class of stock
designated as the Common Stock of the Corporation at the
date of these Restated Articles of Incorporation, or (B) any
other class of stock resulting from successive changes or
reclassifications of such Common Stock consisting solely of
change in par value, or from par value to no par value, or
from no par value to par value.
-6-
<PAGE>
(g) Liquidation Rights - In the event of any
liquidation, dissolution or winding up of the affairs of the
Corporation, whether voluntary or involuntary, the holders of the
Series F Preferred Stock shall be entitled, before any assets of
the Corporation shall be distributed among or paid over to the
holders of the common stock, to receive out of the assets of the
Company $100.00 per share of Series F Preferred Stock. If upon
any such dissolution, liquidation or winding up, the assets of
the Corporation available for payment to stockholders are not
sufficient to make payment in full to the holders of the Series F
Preferred Stock, payment shall be made to such holders ratably in
accordance with the number of shares held by them and, in case
there shall then be more than one series of the Preferred Stock
outstanding at that time, ratably in accordance with the
respective distributive amount to which such holders shall be
entitled.
-7-
<PAGE>
TELEPHONE AND DATA SYSTEMS, INC.
----------------------------------
Statement of Designation, Preferences and Rights
of
$7.00 Cumulative, Convertible, Redeemable
and Voting Series FF Preferred Shares,
without par value, Stated Value $100.00 Per Share
----------------------------------
1. The name of the corporation is TELEPHONE AND DATA
SYSTEMS, INC.
2. A copy of the resolution of the Board of Directors
establishing and designating the $7.00 Cumulative, Convertible,
Redeemable and Voting Series FF Preferred Shares and fixing and
determining the relative rights and preferences thereof is
attached hereto as Exhibit A and is made a part of this
statement.
3. The aforesaid resolution was duly adopted by the
Board of Directors of TELEPHONE AND DATA SYSTEMS, INC. as of
November 9, 1989.
IN WITNESS WHEREOF, we have hereunto subscribed our
names and affixed the seal of this corporation as of the 14th day
of November, 1989.
TELEPHONE AND DATA SYSTEMS, INC.
/s/ LeRoy T. Carlson
--------------------------------
Name: LeRoy T. Carlson
Title: Chairman
/s/ Michael G. Hron
--------------------------------
Name: Michael G. Hron
Title: Secretary
<PAGE>
Exhibit A
----------
STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS
OF
$7.00 CUMULATIVE, CONVERTIBLE, REDEEMABLE
AND VOTING SERIES FF PREFERRED SHARES
---------------------------------------
RESOLVED, that pursuant to the authority expressly
granted to and vested in the board of directors of the
Corporation by the Articles of Incorporation of the Corporation,
the board of directors hereby creates and authorizes the issuance
of a series of the Preferred Shares of the Corporation to consist
originally of Fourteen Thousand Forty-Five (14,045) shares and
hereby fixes the designation and the relative rights and
preferences thereof as follows:
(a) Designation - The designation of the series of
Preferred Shares created by this resolution shall be "$7.00
Cumulative, Convertible, Redeemable and Voting Series FF
Preferred Shares" (hereinafter referred to as the "Series FF
Preferred Shares"). The Series FF Preferred Shares shall have no
par value but shall have a stated value of $100.00 per share.
(b) Dividends - The rate of dividend payable upon
Series FF Preferred Shares shall be seven and no/100 dollars
($7.00) per share per annum. Such dividends shall be payable
quarterly and shall be cumulative from and commence to accrue on
the date of issuance.
(c) Redemption -
(1) Commencing on the sixteenth anniversary of
the date of issuance and terminating on the twentieth
anniversary of the date of issuance, the Corporation may, at
its option, on each anniversary of the date of issuance
redeem up to twenty percent (20%) of the originally issued
and outstanding Series FF Preferred Shares for $100.00 per
share plus an amount equal to all accumulated and unpaid
dividends thereon. Prior to such sixteenth anniversary and
after such twentieth anniversary, the Series FF Preferred
Shares shall not be redeemable.
(2) Notice of an election under the redemption
provision in subparagraph (1) above shall be delivered to
each holder of Series FF Preferred Shares to be redeemed at
the address appearing on the records of the Corporation not
less than thirty (30) days prior to the date upon which such
stock is to be redeemed. If, on or before the redemption
date specified in such notice, the funds necessary for such
redemption shall have been set aside by the Corporation so
as to be available for payment on demand to the holder of
Series FF Preferred Shares so called for redemption, then
notwithstanding that any certificate representing Series FF
-1-
<PAGE>
Preferred Shares so called for redemption shall not have been
surrendered for cancellation, the dividends thereon shall cease
to accrue from and after the date of such redemption so
specified, and all rights with respect to such Series FF
Preferred Shares so called for redemption, including any right to
vote or otherwise participate in the determination of any
proposed corporate action, shall terminate at the close of
business on such redemption date, except only the right of the
holder to receive the redemption price therefor, but without
interest.
(d) Voting Rights -
(1) With respect to all matters, each holder of
Series FF Preferred Shares shall be entitled to one vote for
each share of such stock standing in the name of the holder
on the books of the Corporation.
(2) With respect to the election of directors,
the holders of Series FF Preferred Shares shall have class
voting rights (voting together with the holders of (i) other
Preferred Shares that are entitled to vote thereon and that
were issued after October 31, 1981, and (ii) Series A Common
Shares) to the extent provided in Article IV of the Articles
of Incorporation of the Corporation.
(e) Conversion -
(1) Commencing upon issuance and terminating at
the close of business on the day before the tenth
anniversary of the date of issuance, each outstanding Series
FF Preferred Share may be converted, upon fifteen (15) days'
written notice, into four and one-half (4.5) Common Shares.
On presentation and surrender to the Corporation at its
offices of the certificate representing the Series FF
Preferred Shares to be converted, the holder thereof shall
be entitled to receive in exchange therefor certificates for
the fully paid and non-assessable Common Shares of the
Corporation at the rate aforesaid, all under suitable
regulations to be prescribed by the board of directors of
the Corporation. Conversion of Series FF Preferred Shares
in the manner aforesaid shall not affect the right of the
converting holder thereof to receive dividends accrued but
unpaid thereon as of the dividend payment date immediately
prior to conversion.
(2) The number of Common Shares into which each
Series FF Preferred Share is convertible shall be subject to
adjustment from time to time. In the event the Corporation
shall (i) pay a dividend on its Common Shares (in Common
Shares of the Corporation) of more than 20% of the number of
outstanding Common Shares, (ii) subdivide its outstanding
Common Shares, (iii) combine the outstanding Common Shares
into a smaller number of shares or (iv) issue by
-2-
<PAGE>
reclassification of its Common Shares (whether pursuant to a
merger or consolidation or otherwise) any shares of the
Corporation, then the holder of each Series FF Preferred
Share shall be entitled to receive, upon the conversion of
such share, the number of shares of the Corporation which he
would have owned or would have been entitled to receive
after the happening of any of the events described above had
such share been converted immediately prior to the happening
of such event. An adjustment made pursuant to this
provision shall become effective retroactively with respect
to conversions made after the record date in the case of a
dividend, and shall become effective on the effective date
in the case of a subdivision, combination or
reclassification.
(3) The Corporation shall at all times reserve
and keep available out of its authorized Common Shares,
solely for the purpose of issuance upon conversion of Series
FF Preferred Shares as herein provided, such number of
Common Shares as shall then be issuable upon the conversion
of all outstanding Series FF Preferred Shares.
(4) Fractional Common Shares shall not be issued
upon conversion of Series FF Preferred Shares, nor shall
cash adjustments be made for fractional shares upon such
conversion.
(5) For purposes of this paragraph (e), the term
"Common Shares" shall mean (A) the class of stock designated
as the Common Shares of the Corporation on the date this
Statement is filed with the Iowa Secretary of State, or (B)
any other class of stock resulting from successive changes
or reclassifications of such class consisting solely of a
change in par value, or a change from no par value.
(f) Liquidation - The amount payable upon each Series
FF Preferred Share in the event of either voluntary or
involuntary liquidation shall be $100.00, plus a sum equal to the
amount of all accumulated and unpaid dividends thereon.
-3-
<PAGE>
TELEPHONE AND DATA SYSTEMS, INC.
----------------------------------
Statement of Designation, Preferences and Rights
of
$7.00 Cumulative Convertible Voting Series G, Preferred
Stock, without par value, Stated Value $100 Per Share
----------------------------------
1. The name of the corporation is TELEPHONE AND DATA
SYSTEMS, INC.
2. A copy of the resolution of the board of directors
establishing and designating the $7.00 Cumulative Convertible
Voting Series G Preferred Stock and fixing and determining the
relative rights and preferences thereof is attached hereto as
Exhibit A and is made a part of this statement.
3. The aforesaid resolution was adopted on October
26, 1974.
4. The aforesaid resolution was duly adopted by the
Board of Directors of TELEPHONE AND DATA SYSTEMS, INC.
IN WITNESS WHEREOF, we have hereunto subscribed our
names and affixed the seal of said corporation this 4th day of
November, 1974.
TELEPHONE AND DATA SYSTEMS, INC.
[SEAL] By /s/ LeRoy T. Carlson
---------------------------
President
/s/ Herbert S. Wander
---------------------------
Secretary
<PAGE>
STATE OF ILLINOIS )
) SS.
COUNTY OF COOK )
On this 4th day of November, 1974, before me, a Notary
Public, in and for said county, personally appeared Herbert S.
Wander, who, being by me duly sworn, did say that he is the
secretary of said corporation, that the seal affixed to said
instrument is the seal of said corporation and that said
instrument was signed and sealed on behalf of the said
corporation by authority of its Board of Directors and the said
Herbert S. Wander acknowledged the execution of said instrument
to be the voluntary act and deed of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and
seal the day and year before written.
/s/ Charlene Anderson
--------------------------------
Notary Public
[NOTARIAL SEAL]
-2-
<PAGE>
EXHIBIT A
-----------
RESOLVED, that pursuant to the authority expressly
granted to and vested in the Board of Directors of Telephone and
Data Systems, Inc., an Iowa corporation (the "Corporation"), by
the Articles of Incorporation, the Board of Directors hereby
creates and authorizes the issuance of a seventh series of the
preferred stock of the Corporation to consist originally of 1,368
shares and hereby fixes the designations, powers and preferences
and the qualifications, limitations or restrictions thereof as
follows:
(a) Designation - The designation of the preferred
stock created by this resolution shall be $7.00 Cumulative
Convertible Voting Series G Preferred Stock (hereinafter referred
to as "Series G Preferred Stock"). The Series G Preferred Stock
shall have no par value but shall have a stated value of $100.
(b) Dividends - The holders of the Series G Preferred
Stock shall be entitled to receive, when and as declared by the
Board of Directors of the Corporation, out of any assets of the
Corporation available for dividends pursuant to the laws of the
State of Iowa, preferential dividends at the rate of seven
dollars ($7.00) per annum per share. The dividends, when
payable, shall be paid quarterly on the first days of March,
June, September and December in each year, before any dividends
shall be declared or paid upon or set apart for the common stock
of the Company for that year. Such dividends upon the Series G
Preferred Stock shall be cumulative from the date of issue
thereof so that if dividends for any past dividend period at the
rate of seven dollars ($7.00) per annum shall not have been paid
thereon or declared and a sum sufficient for payment thereof set
apart, the deficiency shall be fully paid or set apart before any
dividend shall be paid upon or set apart for the common stock.
Provided however, that no dividends shall be declared on the
shares of any series of preferred stock for any dividend period
unless the full dividend for all prior dividend periods shall
have been declared or shall be declared at the same time upon all
preferred stock outstanding during said prior dividend periods,
and further provided, that no dividends shall be declared on the
shares of any series of preferred stock unless a dividend for the
same period shall be declared at the same time upon all preferred
stock outstanding during said period in like proportion to the
dividend rate upon such shares. Whenever the full dividend upon
all the preferred stock for all past dividend periods shall have
been paid and the full dividend thereon for the then current
dividend period shall have been paid or declared and a sum
sufficient for the payment thereof set apart, dividends upon the
common stock may be declared by the Board of Directors out of the
remainder of the assets available therefor.
-3-
<PAGE>
(c) Redemption - Commencing ten years after the date
of issuance, the Corporation may, at the option of the Board of
Directors, redeem in any one year all or any part of the
outstanding shares of Series G Preferred Stock at a price of $100
per share.
Notice of redemption shall be mailed to each holder of
Series G Preferred Stock to be redeemed not less than thirty (30)
days prior to the date upon which the stock is to be redeemed.
In case less than all of the outstanding Series G Preferred Stock
is to be redeemed, the amount to be redeemed and the method of
effecting such redemption, whether by lot or pro rata or
otherwise, may be determined by the Board of Directors. If on or
before the redemption date named in such notice, the funds
necessary for such redemption shall have been set aside by the
Corporation so as to be available for payment on demand to the
holders of the Series G Preferred Stock so called for redemption
then, notwithstanding that any certificate of the Series G
Preferred Stock so called for redemption shall not have been
surrendered for cancellation, the dividends thereon shall cease
to accrue from and after the date of redemption so designated
and all rights with respect to such Series G Preferred Stock so
called for redemption, including any right to vote or otherwise
participate in the determination of any proposed corporate
action, shall forthwith after such redemption date cease and
determine, except only the right of the holder to receive the
redemption price therefor, but with interest on the unpaid
dividends calculated only until the date of redemption and
without any further interest whatsoever. Stock redeemed pursuant
to the provisions hereof or any Series G Preferred Stock
purchased or otherwise acquired by the Corporation shall not be
reissued but shall be cancelled and proceedings shall be taken in
the manner prescribed by statute to reduce the shares
accordingly.
(d) Voting Rights - The holders of the shares of
Series G Preferred Stock shall be entitled to one vote for each
share of such stock standing in the name of the holder on the
books of the Corporation and shall vote together with the holders
of the common stock and the holders of other series of the
preferred stock of the Corporation as one class.
(e) Pre-emptive Rights - No holder of any shares of
Series G Preferred Stock shall have any pre-emptive right to
subscribe for or acquire additional shares of the Corporation of
the same or any other class or series, whether such shares be
hereby or hereafter authorized; and no holder of Series G
Preferred Stock shall have any pre-emptive right to acquire any
shares which may be held in the treasury of the Corporation; all
such additional or treasury shares may be sold for such
consideration at such time and to such person or persons as the
Board of Directors may from time to time determine, unless
otherwise restricted by the terms of this statement of
designations, powers and preferences.
-4-
<PAGE>
(f) Conversion -
(1) The Series G Preferred Stock shall be
convertible into Common Stock as hereinafter provided and,
when and as so converted, such Series G Preferred Stock
shall be cancelled and retired and shall not be reissued as
such.
(2) Any holder of the Series G Preferred Stock,
at any time commencing immediately upon the issuance of the
Series G Preferred Stock and terminating upon the expiration
of ten years from the date of issuance, may convert such
stock into full shares of the Common Stock of the
Corporation at the rate of nine (9) shares of Common Stock
for each share of Series G Preferred Stock upon 90 days
written notice.
(3) On presentation and surrender to the
Corporation at its offices of the certificates for shares of
the Series G Preferred Stock to be converted, the holder of
such stock shall be entitled to receive in exchange therefor
certificates for shares of the fully paid and non-assessable
Common Stock of the Corporation at the rate aforesaid, all
under suitable regulations to be prescribed by the Board of
Directors of the Corporation. Conversion of Series G
Preferred Stock in the manner aforesaid shall not affect the
right of the holder of such stock to receive dividends
accrued but unpaid on such shares as of the dividend payment
date immediately prior to conversion.
(4) The number of shares of Common Stock into
which each share of Series G Preferred Stock is convertible
shall be subject to adjustment from time to time as in
subparagraphs (A) and (B) of this paragraph (f)(4):
(A) In case the Corporation shall (1) pay a
dividend on its Common Stock in shares of the
Corporation, (2) subdivide its outstanding Common
Stock, (3) combine the outstanding Common Stock into a
smaller number of shares, or (4) issue by
reclassification of its Common Stock (whether pursuant
to a merger or consolidation or otherwise) any shares
of the Corporation, then the holder of each share of
Series G Preferred Stock shall be entitled to receive
upon the conversion of such share, the number of shares
of the Corporation which he would have owned or would
have been entitled to receive after the happening of
any of the events described above had such share been
converted immediately prior to the happening of such
event. An adjustment made pursuant to this provision
shall become effective on the effective date in the
case of a subdivision, combination or reclassification.
-5-
<PAGE>
(B) No adjustment in the conversion rate shall be
required unless such adjustment would require an
increase or decrease in such rate of at least one-tenth
of a common share; provided, however, that any
adjustments which by reason of this subparagraph (B)
are not required to be made shall be carried forward
and taken into account by any subsequent adjustment.
(5) The Corporation shall at all times reserve
and keep available out of its authorized Common Stock solely
for the purpose of issue upon conversion of shares of Series
G Preferred Stock as herein provided, such number of shares
of Common Stock as shall then be issuable upon the
conversion of all outstanding shares of Series G Preferred
Stock.
(6) Fractional shares of Common Stock shall not
be issued upon conversion of Series G Preferred Stock nor
shall cash adjustments be made for fractional shares upon
such conversion.
(7) For the purpose of this paragraph (f), the
term "Common Stock" shall mean (A) the class of stock
designated as the Common Stock of the Corporation at the
date of these Amended Articles of Incorporation, or (B) any
other class of stock resulting from successive changes or
reclassifications of such Common Stock consisting solely of
change in par value, or from par value to no par value, or
from no par value to par value.
(g) Liquidation Rights - In the event of any
liquidation, dissolution or winding up of the affairs of the
Corporation, whether voluntary or involuntary, the holders of the
Series G Preferred Stock shall be entitled, before any assets of
the Corporation shall be distributed among or paid over to the
holders of the common stock, to receive out of the assets of the
Company $100 per share of Series G Preferred Stock. If upon any
such dissolution, liquidation or winding up, the assets of the
Corporation available for payment to stockholders are not
sufficient to make payment in full to the holders of the Series G
Preferred Stock, payment shall be made to such holders ratably in
accordance with the number of shares held by them and, in case
there shall then be more than one series of the Preferred Stock
outstanding at that time, ratably in accordance with the
respective distributive amount to which such holders shall be
entitled.
-6-
<PAGE>
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
TELEPHONE AND DATA SYSTEMS, INC.
==============================================================
Statement of Designation of Preference and Right
of
$5.00 Cumulative Convertible and Redeemable Voting
Series GG Preferred Shares, without par value,
Stated Value $100.00 Per Share
==============================================================
1. The name of the corporation is Telephone and Data
Systems, Inc.
2. A copy of the resolution of the Board of Directors
establishing and designating the $5.00 Cumulative Convertible and
Redeemable Voting Series GG Preferred Shares and fixing and
determining the relative rights and preferences thereof is
attached hereto as Exhibit A and is made a part of this
statement.
3. The aforesaid resolution was adopted as of April
18, 1990.
4. The aforesaid resolution was adopted by the Board
of Directors of TELEPHONE AND DATA SYSTEMS, INC. No shareholder
vote was required.
IT WITNESS WHEREOF, we have hereunto subscribed our
names and affixed the seal of this corporation this 3rd day of
May, 1990.
TELEPHONE AND DATE SYSTEMS, INC.
By: /s/ LeRoy T. Carlson
--------------------------
LeRoy T. Carlson, Chairman
By: /s/ Michael G. Hron
--------------------------
Michael G. Hron, Secretary
Subscribed and sworn to before
me this 3rd day of May, 1990
/s/ Marian Armbruster
- ----------------------------
Notary Public
<PAGE>
Exhibit A
STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS OF
$5.00 CUMULATIVE CONVERTIBLE AND
REDEEMABLE VOTING SERIES GG PREFERRED SHARES
RESOLVED, that pursuant to the authority expressly
granted to and vested in the board of directors of the
Corporation by the Articles of Incorporation of the Corporation,
the board of directors hereby creates and authorizes the issuance
of a series of the Preferred Shares of the Corporation to consist
originally of Forty-Eight Thousand (48,000) shares, and hereby
fixes the designation and the relative rights and preferences
thereof as follows:
(a) Designation. The designation of the series of
Preferred Shares created by this resolution shall be "$5.00
Cumulative Convertible and Redeemable Voting Series GG Preferred
Shares" (hereinafter referred to as the "Series GG Preferred
Shares"). The Series GG Preferred Shares shall have no par value
but shall have a stated value of $100.00 per share.
(b) Dividends. Each holder of a share of Series GG
Preferred Shares shall be entitled to receive, when, as and if
declared by the board of directs of the Corporation, out of funds
of the Corporation legally available therefor, cumulative
dividends during each fiscal quarter that such Series GG
Preferred Shares is outstanding at a per annum dividend rate of
five dollars ($5.00) per share. Such dividends shall be
cumulative from and commence to accrue on the date of original
issuance of such Series GG Preferred Shares (the "Issue Date").
(c) Redemption.
(1) Unless the Series GG Preferred Shares have
been converted or the Corporation shall have received prior to
the tenth anniversary of the Issue Date written notice of
election to convert in accordance with paragraph (e) hereof, on
or after the tenth anniversary of the Issue Date, the Series GG
Preferred Shares shall be redeemable, in whole or in part from
time-to-time, at the option of the Corporation, upon giving
notice as provided in subparagraph (C)(2) hereof, at a redemption
price (the "Redemption Price") equal to the product of the number
of Series GG Preferred Shares called for redemption times the sum
of (A) $100.00 per Series GG Preferred Share plus (B) all
dividends accrued and unpaid thereon through the date set for
redemption (the "Redemption Date"); provided, however, that prior
to the twelfth anniversary of the Issue Date the Corporation
shall have redeemed all the Series GG Preferred Shares
outstanding. The Redemption Price payable on any Redemption Date
shall be payable, at the option of Corporation, (x) in cash (by
certified check) or (y) by the issuance of Common Shares of the
Corporation to the record holder of such Series GG Preferred
-2-
<PAGE>
Shares being redeemed. In the event that the Corporation elects
to pay the Redemption Price by issuing its Common Shares, the
number of Common Shares to be issued shall be calculated based
upon the closing price on the American Stock Exchange (or, if the
Corporation's Common Shares are not listed on the American Stock
Exchange on the first trading day immediately preceding the date
notice is given, the closing price of such Common Shares on (in
order if more than one applies) any national securities exchange,
any regional securities exchange, the highest bid price quoted
through the National Association of Securities Dealers Automated
Quotation System or the highest bid price reported by dealers in
the over-the-counter market) of the Corporation's Common Shares
on the first trading day immediately preceding the date that the
notice of redemption is mailed to record holders.
(2) Notice of an election under the redemption
provision in subparagraph (c)(1) above shall be mailed (by first
class, postage prepaid) to each holder of Series GG Preferred
Shares to be redeemed at the address appearing on the records of
the Corporation not less than thirty (30) days prior to the
Redemption Date. If on or before the Redemption Date specified
in such notice, the funds necessary for such redemption shall
have been set aside by the Corporation so as to be available for
payment to the holder of Series GG Preferred Shares so called for
redemption upon such holder's surrender of such Series GG
Preferred Shares to the Corporation, then, notwithstanding that
any certificate representing Series GG Preferred Shares so called
for redemption shall not have been surrendered for cancellation,
the dividends thereon shall cease to accrue from and after the
Redemption Date, and all rights with respect to such Series GG
Preferred Shares so called for redemption, including any right to
vote or otherwise participate, in the determination of any
proposed corporate action, shall terminate at the close of
business on such Redemption Date, except only the right of the
holder to receive the Redemption Price therefor, but without
interest.
(3) Each such notice of redemption shall state:
(A) the Redemption Date;
(B) the number of Series GG Preferred Shares
to be redeemed and, if less than all the shares held by such
holder are to be redeemed from such holder, the number of shares
to be redeemed from such holder;
(C) whether the Redemption Price will be
paid in cash (by certified check) or by the issuance of Common
Shares of the Corporation, and, if payment is to be made by the
issuance of Common Shares, the number of Common Shares to be
issued to such holder;
-3-
<PAGE>
(D) the place where certificates for such
shares are to be surrendered for payment of the Redemption Price;
and
(E) that dividends on the shares to be
redeemed shall cease to accrue on such Redemption Date.
On or after the Redemption Date each holder of shares
of Series GG Preferred Shares to be redeemed shall present and
surrender his certificate or certificates for such shares to the
Corporation at the place designated in such notice and thereupon
the Redemption Price of such shares shall be paid to or on the
order of the person whose name appears on such certificate or
certificates as the owner thereof and each surrendered
certificate shall be cancelled. In case fewer than all the
shares represented by such certificate are redeemed, a new
certificate shall be issued representing the unredeemed shares.
From and after the Redemption Date (unless the Corporation shall
default in payment of the Redemption Price) all dividends on the
shares of Series GG Preferred Shares designated for redemption in
such notice shall cease to accrue, and all rights of the holders
thereof as shareholders of the Corporation, except the right to
receive the Redemption Price thereof, without interest, upon the
surrender of certificates representing the same, shall cease and
terminate and such shares shall not thereafter be transferred
(except with the consent of the Corporation) on the books of the
Corporation and such shares shall not be deemed to be outstanding
for any purpose whatsoever.
(d) Voting Rights.
(1) With respect to all matters, each holder of
Series GG Preferred Shares shall be entitled to one vote for each
share of such stock standing in the name of the holder on the
books of the Corporation.
(2) With respect to the election of directors,
the holders of Series GG Preferred Shares shall have class voting
rights (voting together with the holders of (i) other Preferred
Shares that are entitled to vote thereon and that were issued
after October 31, 1981, and (ii) Series A Common Shares) to the
extent provided in Article IV of the Articles of Incorporation of
the Corporation.
(e) Conversion.
(1) Commencing upon the Issue Date and
terminating at the close of business on the day before the tenth
anniversary of the Issue Date, the outstanding Series GG
Preferred Shares may be converted at any time, upon fifteen (15)
days' written notice mailed to the Corporation (by first class,
postage prepaid), into 2.3 Common Shares for each Series GG
Preferred Share. On presentation and surrender of the
certificate(s) representing the Series GG Preferred Shares to be
-4-
<PAGE>
converted to the Corporation at its offices, the holder thereof
shall be entitled to receive in exchange therefor certificates
for the fully paid and nonassessable Common Shares of the
Corporation at the rate aforesaid, all under suitable regulations
to be prescribed by the board of directors of the Corporation.
Conversion of Series GG Preferred Shares in the manner aforesaid
shall not affect the right of the converting holder thereof to
receive dividends accrued but unpaid thereon as of the dividend
payment date immediately prior to the date of conversion (the
"Conversion Date").
(2) The number of Common Shares into which each
Series GG Preferred Shares is convertible shall be subject to
adjustment from time to time as set forth in clauses (A) and (B)
of this subparagraph (2):
(A) In the event the Corporation shall (i)
pay a dividend on its Common Shares in shares of the Corporation,
(ii) subdivide its outstanding Common Shares, (iii) combine the
outstanding Common Shares into a smaller number of shares or (iv)
issue by reclassification of its Common Shares (whether pursuant
to a merger or consolidation or otherwise) any shares of the
Corporation, then the holder of each Series GG Preferred Share
shall be entitled to receive upon the conversion of such share,
the number of shares of the Corporation which he would have owned
or would have been entitled to receive after the happening of any
of the events described above had such share been converted
immediately prior to the happening of such event. An adjustment
made pursuant to this provision shall become effective
retroactively with respect to conversions made after the record
date in the case of a dividend, and shall become effective on the
effective date in the case of a subdivision, combination or
reclassification.
(B) No adjustment in the conversion rate
shall be required unless such adjustment would require an
increase or decrease in such rate of at least one-tenth (1/10) of
a Common Share; provided, however, that any adjustments which by
reason of this clause (B) are not required to be made shall be
carried forward and taken into account in any subsequent
adjustment.
(3) The Corporation shall at all times reserve
and keep available out of its authorized Common Shares, solely
for the purpose of issuance upon conversion of Series GG
Preferred Shares as herein provided, such number of Common Shares
as shall then be issuable upon the conversion of all outstanding
Series GG Preferred Shares.
(4) Fractional Common Shares shall not be issued
upon conversion of Series GG Preferred Shares, nor shall cash
adjustments be made for fractional shares upon such conversion.
-5-
<PAGE>
(5) For purposes of this paragraph (e), the term
"Common Shares" shall mean (A) the class of stock designated as
the Common Shares of the Corporation on the date this Statement
is filed with the Iowa Secretary of State, or (B) any other class
of stock resulting from successive changes or reclassifications
of such class consisting solely of a change in par value, or a
change from no par value to par value.
(6) Each such notice of conversion shall state:
(A) The Conversion Date (which shall be at
least fifteen (15) days subsequent to the date of mailing of such
notice); and
(B) The number of Series GG Preferred Shares
to be converted, if less than all the shares held by such holder.
The holder shall deliver his certificate(s)
representing such Series GG Preferred Shares to be converted to
the Corporation with the notice of conversion. In case fewer
than all the shares represented by such certificate are
converted, a new certificate shall be issued representing the
unconverted shares. From and after the Conversion Date (unless
the Corporation shall default in issuing the Common Shares on the
Conversion Date) all dividends on such shares of Series GG
Preferred Shares shall cease to accrue and such shares shall not
be outstanding for any purpose whatsoever.
(f) Preference Value in Liquidation. The amount
payable upon each Series GG Preferred Shares in the event of
either voluntary or involuntary liquidation shall be $100.00,
plus a sum equal to the amount of all dividends accrued and
unpaid dividends thereon.
-6-
<PAGE>
TELEPHONE AND DATA SYSTEMS, INC.
----------------------------------
Statement of Designation, Preferences and Rights
of
$7.00 Cumulative Convertible Voting Series H Preferred
Stock, without par value, Stated value $100 Per Share
----------------------------------
1. The name of the corporation is TELEPHONE AND DATA
SYSTEMS, INC.
2. A copy of the resolution of the board of directors
establishing and designating the $7.00 Cumulative Convertible
Voting Series H Preferred Stock and fixing and determining the
relative rights and preferences thereof is attached hereto as
Exhibit A and is made a part of this statement.
3. The aforesaid resolution was adopted on September
5, 1975.
4. The aforesaid resolution was duly adopted by the
board of directors of TELEPHONE AND DATA SYSTEMS, INC.
IN WITNESS WHEREOF, we have hereunto subscribed our
names and affixed the seal of said corporation this 25th day of
September, 1975.
TELEPHONE AND DATA SYSTEMS, INC.
By /s/ LeRoy T. Carlson, Jr.
-----------------------------
LeRoy T. Carlson, Jr.,
Vice President
/s/ Herbert S. Wander
-----------------------------
Herbert S. Wander,
Secretary
<PAGE>
STATE OF ILLINOIS )
) SS.
COUNTY OF COOK )
On this 25th day of September, A.D. 1975, before me, a
Notary Public, in and for said county, personally appeared
Herbert S. Wander, who, being by me duly sworn, did say that he
is the secretary of said corporation, that the seal affixed to
said instrument is the seal of said corporation and that said
instrument was signed and sealed on behalf of the said
corporation by authority of its board of directors and the said
Herbert S. Wander acknowledged the execution of said instrument
to be the voluntary act and deed of said corporation by it
voluntarily executed.
IN WITNESS WHEREOF, I have hereunto set my hand and
seal the day and year before written.
/s/ Barbara Allison
--------------------------
Notary Public
[Notarial Seal]
-2-
<PAGE>
EXHIBIT A
---------
RESOLVED, that pursuant to the authority expressly
granted to and vested in the Board of Directors of Telephone and
Data Systems, Inc., an Iowa corporation (the "Corporation"), by
the Articles of Incorporation, the Board of Directors hereby
creates and authorizes the issuance of an eighth series of the
preferred stock of the Corporation to consist originally of 4,001
shares and hereby fixes the designations, powers and preferences
and the qualifications, limitations or restrictions thereof as
follows:
(a) Designation - The designation of the preferred
stock created by this resolution shall be $7.00 Cumulative
Convertible Voting Series H Preferred Stock (hereinafter referred
to as "Series H Preferred Stock"). The Series H Preferred Stock
shall have no par value but shall have a stated value of $100.
(b) Dividends - The holders of the Series H Preferred
Stock shall be entitled to receive, when and as declared by the
Board of Directors of the Corporation, out of any assets of the
Corporation available for dividends pursuant to the laws of the
State of Iowa, preferential dividends at the rate of seven
dollars ($7.00) per annum per share. The dividends, when
payable, shall be paid quarterly on the first days of March,
June, September and December in each year, before any dividends
shall be declared or paid upon or set apart for the common stock
of the Company for that year. Such dividends upon the Series H
Preferred Stock shall be cumulative from the date of issue
thereof so that if dividends for any past dividend period at the
rate of seven dollars ($7.00) per annum shall not have been paid
thereon or declared and a sum sufficient for payment thereof set
apart, the deficiency shall be fully paid or set apart before any
dividend shall be paid upon or set apart for the common stock.
Provided, however, that no dividends shall be declared on the
shares of any series of preferred stock for any dividend period
unless the full dividend for all prior dividend periods shall
have been declared or shall be declared at the same time upon all
preferred stock outstanding during said prior dividend periods,
and further provided, that no dividends shall be declared on the
shares of any series of preferred stock unless a dividend for the
same period shall be declared at the same time upon all preferred
stock outstanding during said period in like proportion to the
dividend rate upon such shares. Whenever the full dividend upon
all the preferred stock for all past dividend periods shall have
been paid and the full dividend thereon for the then current
dividend period shall have been paid or declared and a sum
sufficient for the payment thereof set apart, dividends upon the
common stock may be declared by the Board of Directors out of the
remainder of the assets available therefor.
-3-
<PAGE>
(c) Redemption -
(1) Unless the holder of Series H Preferred Stock
elects not to have his shares redeemed in any one or more
years in accordance with this paragraph (c)(1) by so
informing the Corporation at any time or times in writing
(which election, if made, shall be irrevocable and shall
forever bar redemption of the Series H Preferred Stock
except in accordance with the provisions of paragraph
(c)(2)), the Corporation will redeem more than twenty
percent of the shares of Series H Preferred Stock then held
by each holder of Series H Preferred Stock at an aggregate
price of $119.06 per share on the anniversary of the date of
issuance of the Series H Preferred Stock in the following
years: 1981, 1984, 1987 and 1989 through and including
1995.
(2) Beginning on the twenty-first anniversary of
the date of issuance of the Series H Preferred Stock, the
holders of Series H Preferred Stock shall have the right, at
their option, to have the Corporation redeem any or all of
the outstanding shares of Series H Preferred Stock at a
price of $100 per share.
(3) If, on or before the applicable redemption
date named above, the funds necessary for such redemption
shall have been set aside by the Corporation so as to be
available for payment on demand to the holders of the Series
H Preferred Stock so called for redemption, then,
notwithstanding that any certificate of the Series H
Preferred Stock so called for redemption shall not have been
surrendered for cancellation, the dividends thereon shall
cease to accrue from and after the date of redemption so
designated and all rights with respect to such Series H
Preferred Stock so called for redemption, including any
right to vote or otherwise participate in the determination
of any proposed corporate action, shall forthwith after such
redemption date cease and determine, except only the right
of the holder to receive the redemption price therefor, but
with interest on the unpaid dividends calculated only until
the date of redemption and without any further interest
whatsoever.
(4) Stock redeemed pursuant to any of the
provisions of paragraph (c) or any Series H Preferred Stock
purchased or otherwise acquired by the Corporation shall not
be reissued but shall be cancelled and proceedings shall be
taken in the manner prescribed by statute to reduce the
shares accordingly.
(d) Voting Rights - The holders of the shares of
Series H Preferred Stock shall be entitled to one vote for each
share of such stock standing in the name of the holder on the
books of the Corporation and shall vote together with the holders
-4-
<PAGE>
of the common stock and the holders of other series of the
preferred stock of the Corporation as one class.
(e) Pre-emptive Rights - No holder of any shares of
Series H Preferred Stock shall have any pre-emptive right to
subscribe for or acquire additional shares of the Corporation of
the same or any other class or series, whether such shares be
hereby or hereafter authorized; and no holder of Series H
Preferred Stock shall have any pre-emptive right to acquire any
shares which may be held in the treasury of the Corporation; all
such additional or treasury shares may be sold for such
consideration at such time and to such person or persons as the
Board of Directors may from time to time determine, unless
otherwise restricted by the terms of this statement of
designations, powers and preferences.
(f) Conversion -
(1) The Series H Preferred Stock shall be
convertible into Common Stock as hereinafter provided and,
when and as so converted, such Series H Preferred Stock
shall be cancelled and retired and shall not be reissued as
such.
(2) Any holder of the Series H Preferred Stock,
at any time commencing immediately upon the issuance of the
Series H Preferred Stock and terminating upon the expiration
of ten years from the date of issuance, may convert such
stock into full shares of the Common Stock of the
Corporation at the rate of nine (9) shares of Common Stock
for each share of Series H Preferred Stock upon 90 days
written notice to the Corporation by the holder of the
Series H Preferred Stock. The Corporation, at its option,
may consent to shorter notice.
(3) On presentation and surrender to the
Corporation at its offices of the certificates for shares of
the Series H Preferred Stock to be converted, the holder of
such stock shall be entitled to receive in exchange therefor
certificates for shares of the fully paid and non-assessable
Common Stock of the Corporation at the rate aforesaid, all
under suitable regulations to be prescribed by the Board of
Directors of the Corporation. Conversion of Series H
Preferred Stock in the manner aforesaid shall not affect the
right of the holder of such stock to receive dividends
accrued but unpaid on such shares as of the dividend payment
date immediately prior to conversion.
(4) The number of shares of Common Stock into
which each share of Series H Preferred Stock is convertible
shall be subject to adjustment from time to time as in
subparagraphs (A) and (B) of this paragraph (f)(4):
-5-
<PAGE>
(A) In case the Corporation shall (1) pay a
dividend on its Common Stock in shares of the
Corporation, (2) subdivide its outstanding Common
Stock, (3) combine the outstanding Common Stock into a
smaller number of shares, or (4) issue by
reclassification of its Common Stock (whether pursuant
to a merger or consolidation or otherwise) any shares
of the Corporation, then the holder of each share of
Series H Preferred Stock shall be entitled to receive
upon the conversion of such share, the number of shares
of the Corporation which he would have owned or would
have been entitled to receive after the happening of
any of the events described above had such share been
converted immediately prior to the happening of such
event. An adjustment made pursuant to this provision
shall become effective on the effective date in the
case of a subdivision, combination or reclassification.
(B) No adjustment in the conversion rate shall be
required unless such adjustment would require an
increase or decrease in such rate of at least one-tenth
of a common share; provided, however, that any
adjustments which by reason of this subparagraph (B)
are not required to be made shall be carried forward
and taken into account by any subsequent adjustment.
(5) The Corporation shall at all times reserve
and keep available out of its authorized Common Stock solely
for the purpose of issue upon conversion of shares of Series
H Preferred Stock as herein provided, such number of shares
of Common Stock as shall then be issuable upon the
conversion of all outstanding shares of Series H Preferred
Stock.
(6) Fractional shares of Common Stock shall not
be issued upon conversion of Series H Preferred Stock nor
shall cash adjustments be made for fractional shares upon
such conversion.
(7) For the purposes of this paragraph (f), the
term "Common Stock" shall mean (A) the class of stock
designated as the Common Stock of the Corporation at the
date of these Amended Articles of Incorporation, or (B) any
other class of stock resulting from successive changes or
reclassifications of such Common Stock consisting solely of
change in par value, or from par value to no par value, or
from no par value to par value.
(g) Liquidation Rights - In the event of any
liquidation, dissolution or winding up of the affairs of the
Corporation, whether voluntary or involuntary, the holders of the
Series H Preferred Stock shall be entitled, before any assets of
the Corporation shall be distributed among or paid over to the
holders of the Common Stock, to receive out of the assets of the
-6-
<PAGE>
Company $100 per share of Series H Preferred Stock. If upon any
such dissolution, liquidation or winding up, the assets of the
Corporation available for payment to stockholders are not
sufficient to make payment in full to the holders of the Series H
Preferred Stock, payment shall be made to such holders ratably in
accordance with the number of shares held by them and, in case
there shall then be more than one series of the Preferred Stock
outstanding at that time, ratably in accordance with the
respective distributive amount to which such holders shall be
entitled.
-7-
<PAGE>
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
TELEPHONE AND DATA SYSTEMS, INC.
----------------------------------
Statement of Designation of Preference and Right
of
Redeemable Voting Series HH Preferred Shares,
without par value, Stated Value $100.00 Per Share
----------------------------------
1. The name of the corporation is TELEPHONE AND DATA
SYSTEMS, INC.
2. A copy of the resolution of the Board of Directors
establishing and designating the Redeemable Voting Series HH
Preferred Shares and fixing and determining the relative rights
and preferences thereof is attached hereto as Exhibit A and is
made a part of this statement.
3. The aforesaid resolution was adopted as of
September 21, 1990.
4. The aforesaid resolution was duly adopted by the
Board of Directors of TELEPHONE AND DATA SYSTEMS, INC. No
shareholder vote was required.
IN WITNESS WHEREOF, we have hereunto subscribed our
names and affixed the seal of this corporation this 4th day of
March, 1991.
TELEPHONE AND DATA SYSTEMS, INC.
By: /s/ LeRoy T. Carlson
---------------------------
LeRoy T. Carlson, Chairman
By: /s/ Michael G. Hron
---------------------------
Michael G. Hron, Secretary
Subscribed and sworn to before
me this 4th day of March, 1991
/s/ Miriam L. Oberbruner
- -----------------------------
Notary Public
<PAGE>
Exhibit A
STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS OF
REDEEMABLE VOTING SERIES HH PREFERRED SHARES
RESOLVED, that pursuant to the authority expressly
granted to and vested in the board of directors of the
Corporation by the Articles of Incorporation of the Corporation,
the board of directors hereby creates and authorizes the issuance
of a series of Preferred Shares of the Corporation to consist
originally of Six Thousand Seven Hundred Thirty Eight (6,738)
shares, and hereby fixes the designation, relative rights and
preferences thereof as follows:
(a) Designation. The designation of the series of
Preferred Shares created by this resolution shall be "Redeemable
Voting Series HH Preferred Shares" (hereinafter referred to as
the "Series HH Preferred Shares"). The Series HH Preferred
Shares shall have no par value but shall have a stated value of
$100.00 per share.
(b) Dividends. Each holder of a Series HH Preferred
Share shall be entitled to receive, when, as and if declared by
the board of directors of the Corporation, out of funds of the
Corporation legally available therefor, cumulative dividends
during each fiscal quarter that such Series HH Preferred Shares
are outstanding at a per annum dividend rate of six dollars
($6.00) per share. Such dividends shall be payable as declared
and cumulative from and commence to accrue on the date of
original issuance of such Series HH Preferred Shares (the "Issue
Date").
(c) Redemption at Election of Holder.
(1) The Series HH Preferred Shares shall be
redeemable, in whole or in part, at the option of the holder
thereof, on March 1, 1992, upon written notice given by such
holder, between September 1, 1991 and December 1, 1991 and
on the first day of March in calendar years 1997 through
2012, upon written notice given by such holder between the
first day of September and the first day of December of the
immediately preceding calendar year, of the holder's
election to have the Corporation redeem such shares on March
1st of the next succeeding calendar year (the "Redemption
Date"). Notice of an election under the redemption
provision above shall be mailed (by first class, postage
prepaid) to the office or agency maintained by the
Corporation for that purpose and each notice shall state the
number of Series HH Preferred Shares to be redeemed, if less
than all the shares held by the holder giving such notice.
(2) Except as provided in the preceding
paragraph, the Series HH Preferred Shares shall not be
-1-
<PAGE>
subject to redemption and shall not be subject to the
election by the holder thereof to have the Corporation
redeem such Series HH Preferred Shares.
(3) Upon receipt of written notice from the
holder of its election to redeem, the Corporation shall
redeem the Series HH Preferred Shares to be redeemed
pursuant to such notice of redemption on the Redemption
Date. The redemption price (the "Redemption Price") of the
Series HH Preferred Shares shall be equal to the product of
the number of Series HH Preferred Shares elected to be
redeemed multiplied by the sum of (A) $100.00 per share plus
(B) all dividends accrued and unpaid, whether declared or
undeclared, thereon through the Redemption Date. The
Redemption Price payable on any Redemption Date shall be
paid by check mailed to the holder within 30 days of the
Redemption Date.
(4) If on or before the Redemption Date, the
funds necessary for such redemption shall have been set
aside by the Corporation so as to be available for payment
to any holder of the Series HH Preferred Shares to be
redeemed pursuant to such notice of redemption upon such
holder's surrender of such Series HH Preferred Shares to the
Corporation, then, notwithstanding that any certificate
representing Series HH Preferred Shares to be so redeemed
shall not have been surrendered for cancellation, the
dividends thereon shall cease to accrue from and after the
Redemption Date, and all rights with respect to such Series
HH Preferred Shares to be so redeemed, including any right
to vote or otherwise participate in the determination of any
proposed corporate action, shall terminate at the close of
business on such Redemption Date, except only the right of
the holder to receive the Redemption Price therefor, but
without interest.
(5) Each holder who has given notice pursuant to
subparagraph (c)(1) above shall deliver the certificate
representing the Series HH Preferred Shares to be redeemed
to the Corporation with the notice of the redemption. In
case fewer than all the shares represented by such
certificate are to be redeemed, a new certificate shall be
issued representing the shares which were not so redeemed.
(d) Voting Rights.
(1) With respect to all matters, each holder of
Series HH Preferred Shares shall be entitled to one vote for
each share of such stock standing in the name of the holder
on the books of the Corporation.
(2) With respect to the election of directors,
the holders of Series HH Preferred Shares shall have class
voting rights (voting together with the holders of (i) other
-2-
<PAGE>
Preferred Shares that are entitled to vote thereon and that
were issued after October 31, 1981, and (ii) Series A Common
Shares) to the extent provided in Article IV of the Articles
of Incorporation of the Corporation.
(e) Preference Value in Liquidation. The amount
payable upon each Series HH Preferred Share in the event of
either voluntary or involuntary liquidation shall be $100.00.
-3-
<PAGE>
TELEPHONE AND DATA SYSTEMS, INC.
----------------------------------
Statement of Designation, Preferences and Rights
of
$7.00 Cumulative Convertible Voting Series I, Preferred
Stock, without par value, Stated Value $100 Per Share
----------------------------------
1. The name of the corporation is TELEPHONE AND DATA
SYSTEMS, INC.
2. A copy of the resolution of the board of directors
establishing and designating the $7.00 Cumulative Convertible
Voting Series I Preferred Stock and fixing and determining the
relative rights and preferences thereof is attached hereto as
Exhibit A and is made a part of this statement.
3. The aforesaid resolution was adopted on July 13,
1976.
4. The aforesaid resolution was duly adopted by the
board of directors of TELEPHONE AND DATA SYSTEMS, INC.
IN WITNESS WHEREOF, we have hereunto subscribed our
names and affixed the seal of said corporation this 13th day of
July, 1976.
TELEPHONE AND DATA SYSTEMS, INC.
By /s/ LeRoy T. Carlson
---------------------------
President
/s/ Herbert S. Wander
---------------------------
Secretary
<PAGE>
STATE OF ILLINOIS )
) SS.
COUNTY OF COOK )
On this 13th day of July, 1976, before me, a Notary
Public, in and for said county, personally appeared Herbert S.
Wander, who, being by me duly sworn, did say that he is the
secretary of said corporation and that said instrument was signed
and sealed on behalf of the said corporation by authority of its
Board of Directors and the said Herbert S. Wander acknowledged
the execution of said instrument to be the voluntary act and deed
of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and
seal the day and year before written.
/s/ Charlene Anderson
---------------------------
Notary Public
[Notarial Seal]
-2-
<PAGE>
EXHIBIT A
------------
RESOLVED, that pursuant to the authority expressly
granted to and vested in the Board of Directors of Telephone and
Data Systems, Inc., an Iowa corporation (the "Corporation"), by
the Articles of Incorporation, the Board of Directors hereby
creates and authorizes the issuance of a ninth series of the
preferred stock of the Corporation to consist originally of
12,000 shares and hereby fixes the designations, powers and
preferences and the qualifications, limitations or restrictions
thereof as follows:
(a) Designation - The designation of the preferred
stock created by this resolution shall be $7.00 Cumulative
Convertible Voting Series I Preferred Stock (hereinafter referred
to as "Series I Preferred Stock"). The Series I Preferred Stock
shall have no par value but shall have a stated value of $100.
(b) Dividends - The holders of the Series I Preferred
Stock shall be entitled to receive, when and as declared by the
Board of Directors of the Corporation, out of any assets of the
Corporation available for dividends pursuant to the laws of the
State of Iowa, preferential dividends at the rate of seven
dollars ($7.00) per annum per share. The dividends, when
payable, shall be paid quarterly on the first days of March,
June, September and December in each year, before any dividends
shall be declared or paid upon or set apart for the common stock
of the Company for that year. Such dividends upon the Series I
Preferred Stock shall be cumulative from the date of issue
thereof so that if dividends for any past dividend period at the
rate of seven dollars ($7.00) per annum shall not have been paid
thereon or declared and a sum sufficient for payment thereof set
apart, the deficiency shall be fully paid or set apart before any
dividend shall be paid upon or set apart for the common stock.
Provided however, that no dividends shall be declared on the
shares of any series of preferred stock for any dividend period
unless the full dividend for all prior dividend periods shall
have been declared or shall be declared at the same time upon all
preferred stock outstanding during said prior dividend periods,
and further provided, that no dividends shall be declared on the
shares of any series of preferred stock unless a dividend for the
same period shall be declared at the same time upon all preferred
stock outstanding during said period in like proportion to the
dividend rate upon such shares. Whenever the full dividend upon
all the preferred stock for all past dividend periods shall have
been paid and the full dividend thereon for the then current
dividend period shall have been paid or declared and a sum
sufficient for the payment thereof set apart, dividends upon the
common stock may be declared by the Board of Directors out of the
remainder of the assets available therefor.
-3-
<PAGE>
(c) Redemption - Commencing ten years after the date
of issuance, the Corporation may, at the option of the Board of
Directors, redeem in any one year all or any part of the
outstanding shares of Series I Preferred Stock at a price of $100
per share.
Notice of redemption shall be mailed to each holder of
Series I Preferred Stock to be redeemed not less than thirty (30)
days prior to the date upon which such stock is to be redeemed.
In case less than all of the outstanding Series I Preferred Stock
is to be redeemed, the amount to be redeemed and the method of
effecting such redemption, whether by lot or pro rata or
otherwise, may be determined by the Board of Directors. If on or
before the redemption date named in such notice, the funds
necessary for such redemption shall have been set aside by the
Corporation so as to be available for payment on demand to the
holders of the Series I Preferred Stock so called for redemption
then, notwithstanding that any certificate of the Series I
Preferred Stock so called for redemption shall not have been
surrendered for cancellation, the dividends thereon shall cease
to accrue from and after the date of redemption so designated and
all rights with respect to such Series I Preferred Stock so
called for redemption, including any right to vote or otherwise
participate in the determination of any proposed corporate
action, shall forthwith after such redemption date cease and
determine, except only the right of the holder to receive the
redemption price therefor, but without interest. Stock redeemed
pursuant to the provisions hereof or any Series I Preferred Stock
purchased or otherwise acquired by the Corporation shall not be
reissued but shall be cancelled and proceedings shall be taken in
the manner prescribed by statute to reduce the shares
accordingly.
(d) Voting Rights - The holders of the shares of
Series I Preferred Stock shall be entitled to one vote for each
share of such stock standing in the name of the holder on the
books of the Corporation and shall vote together with the holders
of the common stock and the holders of other series of the
preferred stock of the Corporation as one class.
(e) Pre-emptive Rights - No holder of any shares of
Series I Preferred Stock shall have any pre-emptive right to
subscribe for or acquire additional shares of the Corporation of
the same or any other class or series, whether such shares be
hereby or hereafter authorized; and no holder of Series I
Preferred Stock shall have any pre-emptive right to acquire any
shares which may be held in the treasury of the Corporation; all
such additional or treasury shares may be sold for such
consideration at such time and to such person or persons as the
Board of Directors may from time to time determine, unless
otherwise restricted by the terms of this statement of
designations, powers and preferences.
-4-
<PAGE>
(f) Conversion -
(1) The Series I Preferred Stock shall be
convertible into Common Stock as hereinafter provided and,
when and as so converted, such Series I Preferred Stock
shall be cancelled and retired and shall not be reissued as
such.
(2) Any holder of the Series I Preferred Stock,
at any time commencing immediately upon the issuance of the
Series I Preferred Stock and terminating June 30, 1981, may
convert such stock into full shares of the Common Stock of
the Corporation at the rate of ten (10) shares of Common
Stock for each share of Series I Preferred Stock upon 90
days written notice; and any holder of Series I Preferred
Stock thereafter until June 30, 1986, may convert such stock
into full shares of the Common Stock of the Corporation at
the rate of nine (9) shares of Common Stock for each share
of Series I Preferred Stock upon 90 days written notice.
(3) On presentation and surrender to the
Corporation at its offices of the certificates for shares of
the Series I Preferred Stock to be converted, the holder of
such stock shall be entitled to receive in exchange therefor
certificates for shares of the fully paid and non-assessable
Common Stock of the Corporation at the rate aforesaid, all
under suitable regulations to be prescribed by the Board of
Directors of the Corporation. Conversion of Series I
Preferred Stock in the manner aforesaid shall not affect the
right of the holder of such stock to receive dividends
accrued but unpaid on such shares as of the dividend payment
date immediately prior to conversion.
(4) The number of shares of Common Stock into
which each share of Series I Preferred Stock is convertible
shall be subject to adjustment from time to time as in
subparagraphs (A) and (B) of this paragraph (f)(4):
(A) In case the Corporation shall (1) pay a
dividend on its Common Stock in shares of the
Corporation, (2) subdivide its outstanding Common
Stock, (3) combine the outstanding Common Stock into a
smaller number of shares, or (4) issue by
reclassification of its Common Stock (whether pursuant
to a merger or consolidation or otherwise) any shares
of the Corporation, then the holder of each share of
Series I Preferred Stock shall be entitled to receive
upon the conversion of such share, the number of shares
of the Corporation which he would have owned or would
have been entitled to receive after the happening of
any of the events described above had such share been
converted immediately prior to the happening of such
event. An adjustment made pursuant to this provision
-5-
<PAGE>
shall become effective on the effective date in the
case of a subdivision, combination or reclassification.
(B) No adjustment in the conversion rate shall be
required unless such adjustment would require an
increase or decrease in such rate of at least one-tenth
of a common share; provided, however, that any
adjustments which by reason of this subparagraph (B)
are not required to be made shall be carried forward
and taken into account in any subsequent adjustment.
(5) The Corporation shall at all times reserve
and keep available out of its authorized Common Stock solely
for the purpose of issue upon conversion of shares of Series
I Preferred Stock as herein provided, such number of shares
of Common Stock as shall then be issuable upon the
conversion of all outstanding shares of Series I Preferred
Stock.
(6) Fractional shares of Common Stock shall not
be issued upon conversion of Series I Preferred Stock nor
shall cash adjustments be made for fractional shares upon
such conversion.
(7) For the purposes of this paragraph (f), the
term "Common Stock" shall mean (A) the class of stock
designated as the Common Stock of the Corporation at the
date of these Amended Articles of Incorporation; or (B) any
other class of stock resulting from successive changes or
reclassifications of such Common Stock consisting solely of
change in par value, or from par value to no par value, or
from no par value to par value.
(g) Liquidation Rights - In the event of any
liquidation, dissolution or winding up of the affairs of the
Corporation, whether voluntary or involuntary, the holders of the
Series I Preferred Stock shall be entitled, before any assets of
the Corporation shall be distributed among or paid over to the
holders of the common stock, to receive out of the assets of the
Company $100 per share of Series I Preferred Stock. If upon any
such dissolution, liquidation or winding up, the assets of the
Corporation available for payment to stockholders are not
sufficient to make payment in full to the holders of the Series I
Preferred Stock, payment shall be made to such holders ratably in
accordance with the number of shares held by them and, in case
there shall then be more than one series of the Preferred Stock
outstanding at that time, ratably in accordance with the
respective distributive amount to which such holders shall be
entitled.
-6-
<PAGE>
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
TELEPHONE AND DATA SYSTEMS, INC.
----------------------------------
Statement of Designation of Preference and Right
of
Redeemable Voting Series II Preferred Shares,
without par value, Stated Value $100.00 Per Share
----------------------------------
1. The name of the corporation is TELEPHONE AND DATA
SYSTEMS, INC.
2. A copy of the resolution of the Board of Directors
establishing and designating the Redeemable Voting Series II
Preferred Shares and fixing and determining the relative rights
and preferences thereof is attached hereto as Exhibit A and is
made a part of this statement.
3. The aforesaid resolution was adopted as of
September 21, 1990.
4. The aforesaid resolution was duly adopted by the
Board of Directors of TELEPHONE AND DATA SYSTEMS, INC. No
shareholder vote was required.
IN WITNESS WHEREOF, we have hereunto subscribed our
names and affixed the seal of this corporation this 4th day of
March, 1991.
TELEPHONE AND DATA SYSTEMS, INC.
By: /s/ LeRoy T. Carlson
---------------------------
LeRoy T. Carlson, Chairman
By: /s/ Michael G. Hron
---------------------------
Michael G. Hron, Secretary
Subscribed and sworn to before
me this 4th day of March, 1991
/s/ Miriam L. Oberbruner
- ------------------------------
Notary Public
<PAGE>
Exhibit A
STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS OF
REDEEMABLE VOTING SERIES II PREFERRED SHARES
RESOLVED, that pursuant to the authority expressly
granted to and vested in the board of directors of the
Corporation by the Articles of Incorporation of the Corporation,
the board of directors hereby creates and authorizes the issuance
of a series of the Preferred Shares of the Corporation to consist
originally of Six Thousand Seven Hundred Thirty Eight (6,738)
shares, and hereby fixes the designation, relative rights and
preferences thereof as follows:
(a) Designation. The designation of the series of
Preferred Shares created by this resolution shall be "Redeemable
Voting Series II Preferred Shares" (hereinafter referred to as
the "Series II Preferred Shares"). The Series II Preferred
Shares shall have no par value but shall have a stated value of
$100.00 per share.
(b) Dividends. Each holder of a Series II Preferred
Share shall be entitled to receive, when, as and if declared by
the board of directors of the Corporation, out of funds of the
Corporation legally available therefor, cumulative dividends
during each fiscal quarter that such Series II Preferred Shares
are outstanding at a per annum dividend rate of six dollars
($6.00) per share. Such dividends shall be payable as declared
and cumulative from and commence to accrue on the date of
original issuance of such Series II Preferred Shares (the "Issue
Date").
(c) Redemption at Election of Holder.
(1) The Series II Preferred Shares shall be
redeemable, in whole or in part, at the option of the holder
thereof, on March 1, 1993, upon written notice given by such
holder, between September 1, 1992 and December 1, 1992 and
on the first day of March in calendar years 1997 through
2012, upon written notice given by such holder between the
first day of September and the first day of December of the
immediately preceding calendar year, of the holder's
election to have the Corporation redeem such shares on March
1st of the next succeeding calendar year (the "Redemption
Date"). Notice of an election under the redemption
provision above shall be mailed (by first class, postage
prepaid) to the office or agency maintained by the
Corporation for that purpose and each notice shall state the
number of Series II Preferred Shares to be redeemed, if less
than all the shares held by the holder giving such notice.
(2) Except as provided in the preceding
paragraph, the Series II Preferred Shares shall not be
-1-
<PAGE>
subject to redemption and shall not be subject to the
election by the holder thereof to have the Corporation
redeem such Series II Preferred Shares.
(3) Upon receipt of written notice from the
holder of its election to redeem, the Corporation shall
redeem the Series II Preferred Shares to be redeemed
pursuant to such notice of redemption on the Redemption
Date. The redemption price (the "Redemption Price") of the
Series II Preferred Shares shall be equal to the product of
the number of Series II Preferred Shares elected to be
redeemed multiplied by the sum of (A) $100.00 per share plus
(B) all dividends accrued and unpaid, whether declared or
undeclared, thereon through the Redemption Date. The
Redemption Price payable on any Redemption Date shall be
paid by check mailed to the holder within 30 days of the
Redemption Date.
(4) If on or before the Redemption Date, the
funds necessary for such redemption shall have been set
aside by the Corporation so as to be available for payment
to any holder of the Series II Preferred Shares to be
redeemed pursuant to such notice of redemption upon such
holder's surrender of such Series II Preferred Shares to the
Corporation, then, notwithstanding that any certificate
representing Series II Preferred Shares to be so redeemed
shall not have been surrendered for cancellation, the
dividends thereon shall cease to accrue from and after the
Redemption Date, and all rights with respect to such Series
II Preferred Shares to be so redeemed, including any right
to vote or otherwise participate in the determination of any
proposed corporate action, shall terminate at the close of
business on such Redemption Date, except only the right of
the holder to receive the Redemption Price therefor, but
without interest.
(5) Each holder who has given notice pursuant to
subparagraph (c)(1) above shall deliver the certificate
representing the Series II Preferred Shares to be redeemed
to the Corporation with the notice of the redemption. In
case fewer than all the shares represented by such
certificate are to be redeemed, a new certificate shall be
issued representing the shares which were not so redeemed.
(d) Voting Rights.
(1) With respect to all matters, each holder of
Series II Preferred Shares shall be entitled to one vote for
each share of such stock standing in the name of the holder
on the books of the Corporation.
(2) With respect to the election of directors,
the holders of Series II Preferred Shares shall have class
voting rights (voting together with the holders of (i) other
-2-
<PAGE>
Preferred Shares that are entitled to vote thereon and that
were issued after October 31, 1981, and (ii) Series A Common
Shares) to the extent provided in Article IV of the Articles
of Incorporation of the Corporation.
(e) Preference Value in Liquidation. The amount
payable upon each Series II Preferred Share in the event of
either voluntary or involuntary liquidation shall be $100.00.
-3-
<PAGE>
TELEPHONE AND DATA SYSTEMS, INC.
----------------------------------
Statement of Designation, Preferences and Rights
of
$7.00 Cumulative Convertible Voting Series J Preferred
Stock, without par value, Stated Value $100 Per Share
----------------------------------
1. The name of the corporation is TELEPHONE AND DATA
SYSTEMS, INC.
2. A copy of the resolution of the board of directors
establishing and designating the $7.00 Cumulative Convertible
Voting Series J Preferred Stock and fixing and determining the
relative rights and preferences thereof is attached hereto as
Exhibit A and is made a part of this statement.
3. The aforesaid resolution was adopted on December
9, 1977.
4. The aforesaid resolution was duly adopted by the
board of directors of TELEPHONE AND DATA SYSTEMS, INC.
IN WITNESS WHEREOF, we have hereunto subscribed our
names and affixed the seal of said corporation this 9th day of
December, 1977.
TELEPHONE AND DATA SYSTEMS, INC.
By /s/ LeRoy T. Carlson
---------------------------
LeRoy T. Carlson,
President
/s/ Herbert S. Wander
---------------------------
Herbert S. Wander,
Secretary
<PAGE>
STATE OF ILLINOIS )
) SS.
COUNTY OF COOK )
On this 9th day of December, A.D. 1977, before me, a
Notary Public, in and for said county, personally appeared
Herbert S. Wander, who, being by me duly sworn, did say that he
is the secretary of said corporation, that the seal affixed to
said instrument is the seal of said corporation and that said
instrument was signed and sealed on behalf of the said
corporation by authority of its board of directors and the said
Herbert S. Wander acknowledged the execution of said instrument
to be the voluntary act and deed of said corporation by it
voluntarily executed.
IN WITNESS WHEREOF, I have hereunto set my hand and
seal the day and year before written.
/s/ Barbara Allison
---------------------------
Notary Public
[Notarial Seal]
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<PAGE>
$7.00 Cumulative Convertible Voting Series J Preferred Stock
RESOLVED, that pursuant to the authority expressly
granted to and vested in the board of directors of the
Corporation by the Articles of Incorporation, the board of
directors hereby creates and authorizes the issuance of a tenth
series of the preferred stock of the Corporation to consist
originally of 10,000 shares and hereby fixes the designations,
powers and preferences and the qualifications, limitations or
restrictions thereof as follows:
(a) Designation - The designation of the preferred
stock created by this resolution shall be "$7.00 Cumulative
Convertible Voting Series J Preferred Stock" (hereinafter
referred to as "Series J Preferred Stock"). The Series J
Preferred Stock shall have no par value but shall have a stated
value of $100.00.
(b) Dividends - The holders of the Series J Preferred
Stock shall be entitled to receive, when and as declared by the
board of directors of the Corporation, out of any assets of the
Corporation available for dividends pursuant to the laws of the
State of Iowa, preferential dividends at the rate of seven
dollars ($7.00) per annum per share and no more. The dividends,
when payable, shall be paid quarterly on the first days of March,
June, September and December in each year, before any dividends
shall be declared or paid upon or set apart for the common stock
of the Company for that quarter. Such dividends upon the Series
J Preferred Stock shall be cumulative from the date of issue
thereof so that if dividends for any past dividend period at the
rate of seven dollars ($7.00) per annum shall not have been paid
thereon or declared and a sum sufficient for payment thereof set
apart, the deficiency shall be fully paid or set apart but
without interest, before any dividend shall be paid upon or set
apart for the common stock; provided, however, that no dividends
shall be declared on the shares of any series of preferred stock
for any dividend period unless the full dividend for all prior
dividend periods shall have been declared or shall be declared at
the same time upon all preferred stock outstanding during such
prior dividend periods, and further provided that no dividends
shall be declared on the shares of any series of preferred stock
unless a dividend for the same period shall be declared at the
same time upon all preferred stock outstanding during said period
in like proportion to the dividend rate upon such shares.
Whenever the full dividend upon all the preferred stock for all
past dividend periods shall have been paid and the full dividend
thereon for the then current dividend period shall have been paid
or declared and a sum sufficient for the payment thereof set
apart, dividends upon the common stock may be declared by the
board of directors out of the remainder of the assets available
therefor.
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<PAGE>
(c) Redemption - The Corporation shall redeem the
following aggregate amounts of Series J Preferred Stock on the
following dates, provided such shares have not been converted
pursuant to paragraph (f) hereof prior to such date:
within 10 days after the 5th anniversary of issue 2150 shares
within 10 days after the 10th anniversary of issue 1750 shares
-------
total 3900 shares
Upon such redemption, the holders of the shares of
Series J Preferred Stock redeemed shall be entitled to receive
$100 per share plus an amount equal to all dividends accrued and
unpaid to the redemption date. The amount to be redeemed from
each holder of Series J Preferred Stock shall be determined on a
pro rata basis.
Upon or after the expiration of fifteen (15) years from
the date of issue, the Corporation, at the option of the board of
directors, may redeem, at any one time, all of the then
outstanding Series J Preferred Stock, without premium, upon
payment of $100 per share, plus any accrued but unpaid dividends.
Notice of redemption shall be mailed to each holder of
Series J Preferred Stock to be redeemed not less than thirty (30)
days prior to the date upon which such stock is to be redeemed.
If on or before the redemption date named in such notice, the
funds necessary for such redemption shall have been set aside by
the Corporation so as to be available for payment on demand to
the holders of the Series J Preferred Stock so called for
redemption then, notwithstanding that any certificate of the
Series J Preferred Stock so called for redemption shall not have
been surrendered for cancellation, the dividends thereon shall
cease to accrue from and after the date of such redemption so
designated, and all rights with respect to such Series J
Preferred Stock so called for redemption, including any right to
vote or otherwise participate in the determination of any
proposed corporate action, shall forthwith after such redemption
date cease and terminate, except only the right of the holder to
receive the redemption price therefor, but without interest.
Stock redeemed pursuant to the provisions hereof or any Series J
Preferred Stock purchased or otherwise acquired shall not be
reissued but shall be cancelled and proceedings shall be taken in
the manner prescribed by statute to reduce the number of
outstanding shares of Series J Preferred Stock accordingly.
(d) Voting Rights - The holders of the shares of
Series J Preferred Stock shall be entitled to one vote for each
share of such stock standing in the name of the holder on the
books of the Corporation and shall vote together with the holders
of the common stock and the holders of other series of the
preferred stock of the Corporation as one class.
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<PAGE>
(e) Pre-emptive Rights - No holder of any shares of
Series J Preferred Stock shall have any pre-emptive right to
subscribe for or acquire additional shares of the Corporation of
the same or any other class or series, whether such shares be
hereby or hereafter authorized; and no holder of Series J
Preferred Stock shall have any pre-emptive right to acquire any
shares which may be held in the treasury of the Corporation; all
such additional or treasury shares may be sold for such
consideration at such time and to such person or persons as the
board of directors may from time to time determine.
(f) Conversion -
(1) The Series J Preferred Stock shall be
convertible into Common Stock as hereinafter provided, and,
when and as so converted, such Series J Preferred Stock
shall be cancelled and retired and shall not be reissued as
such. Commencing upon issuance and terminating five years
thereafter, the Series J Preferred Stock may be converted,
upon 30 days written notice to the Corporation, into Common
Stock of the Corporation at the rate of ten (10) shares of
Common Stock for each share of Series J Preferred Stock.
Thereafter, until ten years after issuance, the Series J
Preferred Stock may be converted, upon 30 days' written
notice, into Common Stock of the Corporation at the rate of
nine (9) shares of Common Stock for each share of Series J
Preferred Stock. On presentation and surrender to the
Corporation at its offices of the certificates for shares of
the Series J Preferred Stock to be converted, the holder of
such stock shall be entitled to receive in exchange therefor
certificates for shares of the fully paid and non-assessable
Common Stock of the Corporation at the rate aforesaid, all
under suitable regulations to be prescribed by the board of
directors of the Corporation. Conversion of Series J
Preferred Stock in the manner aforesaid shall not affect the
right of the converting holder of such stock to receive
dividends accrued but unpaid on such shares as of the
dividend payment date immediately prior to conversion.
(2) The number of shares of Common Stock into
which each share of Series J Preferred Stock is convertible,
shall be subject to adjustment from time to time as set
forth in subparagraphs (A) and (B) of this paragraph (2):
(A) In case the Corporation shall (1) pay a
dividend on its Common Stock in shares of the
Corporation, (2) subdivide its outstanding Common
Stock, (3) combine the outstanding Common Stock into a
smaller number of shares, or (4) issue by
reclassification of its Common Stock (whether pursuant
to a merger or consolidation or otherwise) any shares
of the Corporation, then the holder of each share of
Series J Preferred Stock shall be entitled to receive
upon the conversion of such share, the number of shares
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<PAGE>
of the Corporation which he would have owned or would
have been entitled to receive after the happening of
any of the events described above had such share been
converted immediately prior to the happening of such
event. An adjustment made pursuant to this provision
shall become effective retroactively with respect to
conversions made subsequent to the record date in the
case of a dividend, and shall become effective on the
effective date in the case of a subdivision,
combination or reclassification.
(B) No adjustment in the conversion rate shall be
required unless such adjustment would require an
increase or decrease in such rate of at least one-tenth
of a common share; provided, however, that any
adjustments which by reason of this subparagraph (B)
are not required to be made shall be carried forward
and taken into account in any subsequent adjustment.
(3) The Corporation shall at all times reserve
and keep available out of its authorized Common Stock,
solely for the purpose of issue upon conversion of shares of
Series J Preferred Stock as herein provided, such number of
shares of Common Stock as shall then be issuable upon the
conversion of all outstanding shares of Series J Preferred
Stock.
(4) Fractional shares of Common Stock shall not
be issued upon conversion of Series J Preferred Stock nor
shall cash adjustments be made for fractional shares upon
such conversion.
(5) For the purposes of this paragraph (f), the
term "Common Stock" shall mean (A) the class of stock
designated as the Common Stock of the Corporation at the
date of these Amended Articles of Incorporation, or (B) any
other class of stock resulting from successive changes or
reclassifications of such Common Stock consisting solely of
change in par value, or from par value to no par value, or
from no par value to par value.
(g) Liquidation Rights - In the event of any
liquidation, dissolution or winding up of the affairs of the
Corporation, whether voluntary or involuntary, the holders of the
Series J Preferred Stock shall be entitled, before any assets of
the Corporation shall be distributed among or paid over to the
holders of the common stock, to receive out of the assets of the
Corporation $100.00 per share of Series J Preferred Stock. If
upon any such dissolution, liquidation or winding up, the assets
of the Corporation available for payment to stockholders are not
sufficient to make payment in full to the holders of the Series J
Preferred Stock, payment shall be made to such holders ratably in
accordance with the number of shares held by them and, in case
there shall then be more than one series of the Preferred Stock
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<PAGE>
outstanding at that time, ratably in accordance with the
respective distributive amount to which such holders shall be
entitled.
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<PAGE>
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
TELEPHONE AND DATA SYSTEMS, INC.
----------------------------------
Statement of Designation of Preference and Right
of
Redeemable Voting Series JJ Preferred Shares,
without par value, Stated Value $100.00 Per Share
----------------------------------
1. The name of the corporation is TELEPHONE AND DATA
SYSTEMS, INC.
2. A copy of the resolution of the Board of Directors
establishing and designating the Redeemable Voting Series JJ
Preferred Shares and fixing and determining the relative rights
and preferences thereof is attached hereto as Exhibit A and is
made a part of this statement.
3. The aforesaid resolution was adopted as of
September 21, 1990.
4. The aforesaid resolution was duly adopted by the
Board of Directors of TELEPHONE AND DATA SYSTEMS, INC. No
shareholder vote was required.
IN WITNESS WHEREOF, we have hereunto subscribed our
names and affixed the seal of this corporation this 4th day of
March, 1991.
TELEPHONE AND DATA SYSTEMS, INC.
By: /s/ LeRoy T. Carlson
---------------------------
LeRoy T. Carlson, Chairman
By: /s/ Michael G. Hron
---------------------------
Michael G. Hron, Secretary
Subscribed and sworn to before
me this 4th day of March, 1991
/s/ Miriam L. Oberbruner
- --------------------------
Notary Public
<PAGE>
Exhibit A
STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS OF
REDEEMABLE VOTING SERIES JJ PREFERRED SHARES
RESOLVED, that pursuant to the authority expressly
granted to and vested in the board of directors of the
Corporation by the Articles of Incorporation of the Corporation,
the board of directors hereby creates and authorizes the issuance
of a series of the Preferred Shares of the Corporation to consist
originally of Six Thousand Seven Hundred Thirty Eight (6,738)
shares, and hereby fixes the designation, relative rights and
preferences thereof as follows:
(a) Designation. The designation of the series of
Preferred Shares created by this resolution shall be "Redeemable
Voting Series JJ Preferred Shares" (hereinafter referred to as
the "Series JJ Preferred Shares"). The Series JJ Preferred
Shares shall have no par value but shall have a stated value of
$100.00 per share.
(b) Dividends. Each holder of a Series JJ Preferred
Share shall be entitled to receive, when, as and if declared by
the board of directors of the Corporation, out of funds of the
Corporation legally available therefor, cumulative dividends
during each fiscal quarter that such Series JJ Preferred Shares
are outstanding at a per annum dividend rate of six dollars
($6.00) per share. Such dividends shall be payable as declared
and cumulative from and commence to accrue on the date of
original issuance of such Series JJ Preferred Shares (the "Issue
Date").
(c) Redemption at Election of Holder.
(1) The Series JJ Preferred Shares shall be
redeemable, in whole or in part, at the option of the holder
thereof, on March 1, 1994, upon written notice given by such
holder, between September 1, 1993 and December 1, 1993 and
on the first day of March in calendar years 1997 through
2012, upon written notice given by such holder between the
first day of September and the first day of December of the
immediately preceding calendar year, of the holder's
election to have the Corporation redeem such shares on March
1st of the next succeeding calendar year (the "Redemption
Date"). Notice of an election under the redemption
provision above shall be mailed (by first class, postage
prepaid) to the office or agency maintained by the
Corporation for that purpose and each notice shall state the
number of Series JJ Preferred Shares to be redeemed, if less
than all the shares held by the holder giving such notice.
(2) Except as provided in the preceding
paragraph, the Series JJ Preferred Shares shall not be
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<PAGE>
subject to redemption and shall not be subject to the
election by the holder thereof to have the Corporation
redeem such Series JJ Preferred Shares.
(3) Upon receipt of written notice from the
holder of its election to redeem, the Corporation shall
redeem the Series JJ Preferred Shares to be redeemed
pursuant to such notice of redemption on the Redemption
Date. The redemption price (the "Redemption Price") of the
Series JJ Preferred Shares shall be equal to the product of
the number of Series JJ Preferred Shares elected to be
redeemed multiplied by the sum of (A) $100.00 per share plus
(B) all dividends accrued and unpaid, whether declared or
undeclared, thereon through the Redemption Date. The
Redemption Price payable on any Redemption Date shall be
paid by check mailed to the holder within 30 days of the
Redemption Date.
(4) If on or before the Redemption Date, the
funds necessary for such redemption shall have been set
aside by the Corporation so as to be available for payment
to any holder of the Series JJ Preferred Shares to be
redeemed pursuant to such notice of redemption upon such
holder's surrender of such Series JJ Preferred Shares to the
Corporation, then, notwithstanding that any certificate
representing Series JJ Preferred Shares to be so redeemed
shall not have been surrendered for cancellation, the
dividends thereon shall cease to accrue from and after the
Redemption Date, and all rights with respect to such Series
JJ Preferred Shares to be so redeemed, including any right
to vote or otherwise participate in the determination of any
proposed corporate action, shall terminate at the close of
business on such Redemption Date, except only the right of
the holder to receive the Redemption Price therefor, but
without interest.
(5) Each holder who has given notice pursuant to
subparagraph (c)(1) above shall deliver the certificate
representing the Series JJ Preferred Shares to be redeemed
to the Corporation with the notice of the redemption. In
case fewer than all the shares represented by such
certificate are to be redeemed, a new certificate shall be
issued representing the shares which were not so redeemed.
(d) Voting Rights.
(1) With respect to all matters, each holder of
Series JJ Preferred Shares shall be entitled to one vote for
each share of such stock standing in the name of the holder
on the books of the Corporation.
(2) With respect to the election of directors,
the holders of Series JJ Preferred Shares shall have class
voting rights (voting together with the holders of (i) other
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<PAGE>
Preferred Shares that are entitled to vote thereon and that
were issued after October 31, 1981, and (ii) Series A Common
Shares) to the extent provided in Article IV of the Articles
of Incorporation of the Corporation.
(e) Preference Value in Liquidation. The amount
payable upon each Series JJ Preferred Share in the event of
either voluntary or involuntary liquidation shall be $100.00.
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<PAGE>
TELEPHONE AND DATA SYSTEMS, INC.
----------------------------------
Statement of Designation, Preferences and Rights
of
$8.50 Cumulative Voting Series K, Preferred Stock,
without par value, Stated Value $100 Per Share
----------------------------------
1. The name of the corporation is TELEPHONE AND DATA
SYSTEMS, INC.
2. A copy of the resolution of the board of directors
establishing and designating the $8.50 Cumulative Voting Series K
Preferred Stock and fixing and determining the relative rights
and preferences thereof is attached hereto as Exhibit A and is
made a part of this statement.
3. The aforesaid resolution was adopted on September
8, 1978.
4. The aforesaid resolution was duly adopted by the
board of directors of TELEPHONE AND DATA SYSTEMS, INC.
IN WITNESS WHEREOF, we have hereunto subscribed our
names and affixed the seal of said corporation this 7th day of
December, 1978.
TELEPHONE AND DATA SYSTEMS, INC.
By /s/ LeRoy T. Carlson
---------------------------
President
/s/ Herbert S. Wander
---------------------------
Secretary
<PAGE>
STATE OF ILLINOIS )
) SS.
COUNTY OF COOK )
On this 7th day of December, 1978, before me, a Notary
Public, in and for said county, personally appeared Herbert S.
Wander, who, being by me duly sworn, did say that he is the
secretary of said corporation and that said instrument was signed
and sealed on behalf of the said corporation by authority of its
Board of Directors and the said Herbert S. Wander acknowledged
the execution of said instrument to be the voluntary act and deed
of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and
seal the day and year before written.
/s/ Clote Smith
---------------------------
Notary Public
[SEAL]
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<PAGE>
TELEPHONE AND DATA SYSTEMS, INC.
----------------------------------
Statement of Designation, Preferences and Rights
of
$8.50 Cumulative Voting Series K Preferred Stock,
Without Par Value, Stated Value $100 Per Share
----------------------------------
RESOLVED, that pursuant to the authority expressly
granted to and vested in the board of directors of the
Corporation by the Articles of Incorporation, the board of
directors hereby creates and authorizes the issuance of a series
of the preferred stock of the Corporation to consist originally
of 19,000 shares and hereby fixes the designations, powers and
preferences and the qualifications, limitations or restrictions
thereof as follows:
(a) Designation - The designation of the preferred
stock created by this resolution shall be "$8.50 Cumulative
Voting Series K Preferred Stock" (hereinafter referred to as
"Series K Preferred Stock"). The Series K Preferred Stock shall
have no par value but shall have a stated value of $100.00.
(b) Dividends - The holders of the Series K Preferred
Stock shall be entitled to receive, when and as declared by the
board of directors of the Corporation, out of any assets of the
Corporation available for dividends pursuant to the laws of the
State of Iowa, preferential dividends at the rate of eight
dollars and 50/100 dollars ($8.50) per annum per share and no
more. The dividends, when payable, shall be paid quarterly on
the first days of March, June, September and December in each
year, before any dividends shall be declared or paid upon or set
apart for the common stock of the Company for that year. Such
dividends upon the preferred stock shall be cumulative from the
date of issue thereof so that if dividends for any past dividend
period at the rate of eight and 50/100 dollars ($8.50) per annum
shall not have been paid thereon or declared and a sum sufficient
for payment thereof set apart, the deficiency shall be fully paid
or set apart but without interest, before any dividend shall be
paid upon or set apart for the common stock. Whenever the full
dividend upon the preferred stock for all past dividend periods
shall have been paid and the full dividend thereon for the then
current dividend period shall have been paid or declared and a
sum sufficient for the payment thereof set apart, dividends upon
the common stock may be declared by the board of directors out of
the remainder of the assets available therefor.
(c) Sinking Fund - The Corporation shall set aside as
a sinking fund for the redemption of the Series K Preferred Stock
the sum of $271,428.57 on December 1, 1984 and a like amount on
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December 1 in each year thereafter to and including 1990;
provided, however, that the Corporation shall not be required to
set aside an amount greater than the total of $100 multiplied by
the number of shares of Series K Preferred Stock then outstanding
plus accrued and unpaid dividends, whether or not earned or
declared.
Funds so set aside for the sinking fund shall be
applied by or at the direction of the Corporation on December 1
of each year beginning 1984, to the redemption of shares of the
Series K Preferred Stock at a price equal to $100 per share plus
accrued and unpaid dividends, whether or not earned or declared
on each share so redeemed, to and including the date of such
redemption, in the manner, upon a notice and with the effect as
set forth hereinafter. Accrued and unpaid dividends on shares of
the Series K Preferred Stock to be redeemed through the sinking
fund shall not be charged to funds deposited in the sinking fund,
but shall be paid out of other funds of the Corporation.
Notice of the redemption of any of the shares of the
Series K Preferred Stock shall be mailed to each holder of shares
of the Series K Preferred Stock to be redeemed not less than
thirty (30) days prior to the date upon which such shares are to
be redeemed. If on or before the redemption date named in such
notice, the funds necessary for such redemption shall have been
set aside by the Corporation so as to be available for payment on
demand to the holders of the shares of Series K Preferred Stock
so called for redemption, then, notwithstanding that any
certificate of the Series K Preferred Stock so called for
redemption shall not have been surrendered for cancellation, the
dividends thereon shall cease to accrue from and after the date
of redemption so designated, and all rights with respect to such
Series K Preferred Stock so called for redemption, including any
right to vote or otherwise participate in the determination of
any proposed corporate action, shall forthwith after such
redemption date cease and terminate, except only the right of the
holder to receive the redemption price therefor, but without
interest. Each payment shall be allocated among the holders of
the Series K Preferred Stock in proportion, as nearly as
practicable, to the respective number of shares of Series K
Preferred Stock held by each such holder, with adjustments, to
the extent practicable, to equalize for any prior payments not
made in exactly such proportion. In no event, however, shall the
Corporation allocate any payment so as to result in the
redemption of a fraction of a share; only whole shares of the
Series K Preferred Stock shall be redeemed. Stock redeemed
pursuant to the provisions hereof or any Series K Preferred Stock
purchased or otherwise acquired shall not be reissued but shall
be cancelled and proceedings shall be taken in the manner
prescribed by statute to reduce the shares accordingly.
(d) Voting Rights - The holders of the shares of
Series K Preferred Stock shall be entitled to one vote for each
share of such stock standing in the name of the holder on the
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<PAGE>
books of the Corporation and shall vote together with the holders
of the common stock of the Corporation as one class.
(e) Preemptive Rights - No holder of any shares of
Series K Preferred Stock shall have any preemptive right to
subscribe for or acquire additional shares of the Corporation of
the same or any other class, whether such shares be hereby or
hereafter authorized; and no holder of Series K Preferred Stock
shall have any preemptive right to acquire any shares which may
be held in the treasury of the Corporation; all such additional
or treasury shares may be sold for such consideration at such
time and to such person or persons as the board of directors may
from time to time determine.
(f) Liquidation Rights - In the event of any
liquidation, dissolution or winding up of the affairs of the
Corporation, whether voluntary or involuntary, the holders of the
Series K Preferred Stock shall be entitled, before any assets of
the Corporation shall be distributed among or paid over to the
holders of the common stock, to receive out of the assets of the
Company $100.00 per share of Series K Preferred Stock. If upon
any such liquidation, dissolution or winding up, the assets of
the Corporation available for payment to stockholders are not
sufficient to make payment in full to the holders of the Series K
Preferred Stock, payment shall be made to such holders ratably in
accordance with the number of shares held by them and, in case
there shall then be more than one series of the Preferred Stock
ratably in accordance with the respective distributive amount to
which such holders shall be entitled.
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<PAGE>
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
TELEPHONE AND DATA SYSTEMS, INC.
----------------------------------
Statement of Designation of Preference and Right
of
Redeemable Voting Series KK Preferred Shares,
without par value, Stated Value $100.00 Per Share
----------------------------------
1. The name of the corporation is TELEPHONE AND DATA
SYSTEMS, INC.
2. A copy of the resolution of the Board of Directors
establishing and designating the Redeemable Voting Series KK
Preferred Shares and fixing and determining the relative rights
and preferences thereof is attached hereto as Exhibit A and is
made a part of this statement.
3. The aforesaid resolution was adopted as of
September 21, 1990.
4. The aforesaid resolution was duly adopted by the
Board of Directors of TELEPHONE AND DATA SYSTEMS, INC. No
shareholder vote was required.
IN WITNESS WHEREOF, we have hereunto subscribed our
names and affixed the seal of this corporation this 4th day of
March, 1991.
TELEPHONE AND DATA SYSTEMS, INC.
By: /s/ LeRoy T. Carlson
----------------------------
LeRoy T. Carlson, Chairman
By: /s/ Michael G. Hron
----------------------------
Michael G. Hron, Secretary
Subscribed and sworn to before
me this 4th day of March, 1991
/s/ Miriam L. Oberbruner
- -----------------------------
Notary Public
<PAGE>
Exhibit A
STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS OF
REDEEMABLE VOTING SERIES KK PREFERRED SHARES
RESOLVED, that pursuant to the authority expressly
granted to and vested in the board of directors of the
Corporation by the Articles of Incorporation of the Corporation,
the board of directors hereby creates and authorizes the issuance
of a series of the Preferred Shares of the Corporation to consist
originally of Six Thousand Seven Hundred Thirty Five (6,735)
shares, and hereby fixes the designation, relative rights and
preferences thereof as follows:
(a) Designation. The designation of the series of
Preferred Shares created by this resolution shall be "Redeemable
Voting Series KK Preferred Shares" (hereinafter referred to as
the "Series KK Preferred Shares"). The Series KK Preferred
Shares shall have no par value but shall have a stated value of
$100.00 per share.
(b) Dividends. Each holder of a Series KK Preferred
Share shall be entitled to receive, when, as and if declared by
the board of directors of the Corporation, out of funds of the
Corporation legally available therefor, cumulative dividends
during each fiscal quarter that such Series KK Preferred Shares
are outstanding at a per annum dividend rate of six dollars
($6.00) per share. Such dividends shall be payable as declared
and cumulative from and commence to accrue on the date of
original issuance of such Series KK Preferred Shares (the "Issue
Date").
(c) Redemption at Election of Holder.
(1) The Series KK Preferred Shares shall be
redeemable, in whole or in part, at the option of the holder
thereof, on March 1, 1995, upon written notice given by such
holder, between September 1, 1994 and December 1, 1994 and
on the first day of March in calendar years 1997 through
2012, upon written notice given by such holder between the
first day of September and the first day of December of the
immediately preceding calendar year, of the holder's
election to have the Corporation redeem such shares on March
1st of the next succeeding calendar year (the "Redemption
Date"). Notice of an election under the redemption
provision above shall be mailed (by first class, postage
prepaid) to the office or agency maintained by the
Corporation for that purpose and each notice shall state the
number of Series KK Preferred Shares to be redeemed, if less
than all the shares held by the holder giving such notice.
(2) Except as provided in the preceding
paragraph, the Series KK Preferred Shares shall not be
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<PAGE>
subject to redemption and shall not be subject to the
election by the holder thereof to have the Corporation
redeem such Series KK Preferred Shares.
(3) Upon receipt of written notice from the
holder of its election to redeem, the Corporation shall
redeem the Series KK Preferred Shares to be redeemed
pursuant to such notice of redemption on the Redemption
Date. The redemption price (the "Redemption Price") of the
Series KK Preferred Shares shall be equal to the product of
the number of Series KK Preferred Shares elected to be
redeemed multiplied by the sum of (A) $100.00 per share plus
(B) all dividends accrued and unpaid, whether declared or
undeclared, thereon through the Redemption Date. The
Redemption Price payable on any Redemption Date shall be
paid by check mailed to the holder within 30 days of the
Redemption Date.
(4) If on or before the Redemption Date, the
funds necessary for such redemption shall have been set
aside by the Corporation so as to be available for payment
to any holder of the Series KK Preferred Shares to be
redeemed pursuant to such notice of redemption upon such
holder's surrender of such Series KK Preferred Shares to the
Corporation, then, notwithstanding that any certificate
representing Series KK Preferred Shares to be so redeemed
shall not have been surrendered for cancellation, the
dividends thereon shall cease to accrue from and after the
Redemption Date, and all rights with respect to such Series
KK Preferred Shares to be so redeemed, including any right
to vote or otherwise participate in the determination of any
proposed corporate action, shall terminate at the close of
business on such Redemption Date, except only the right of
the holder to receive the Redemption Price therefor, but
without interest.
(5) Each holder who has given notice pursuant to
subparagraph (c)(1) above shall deliver the certificate
representing the Series KK Preferred Shares to be redeemed
to the Corporation with the notice of the redemption. In
case fewer than all the shares represented by such
certificate are to be redeemed, a new certificate shall be
issued representing the shares which were not so redeemed.
(d) Voting Rights.
(1) With respect to all matters, each holder of
Series KK Preferred Shares shall be entitled to one vote for
each share of such stock standing in the name of the holder
on the books of the Corporation.
(2) With respect to the election of directors,
the holders of Series KK Preferred Shares shall have class
voting rights (voting together with the holders of (i) other
-2-
<PAGE>
Preferred Shares that are entitled to vote thereon and that
were issued after October 31, 1981, and (ii) Series A Common
Shares) to the extent provided in Article IV of the Articles
of Incorporation of the Corporation.
(e) Preference Value in Liquidation. The amount
payable upon each Series KK Preferred Share in the event of
either voluntary or involuntary liquidation shall be $100.00.
-3-
<PAGE>
TELEPHONE AND DATA SYSTEMS, INC.
----------------------------------
Statement of Designation, Preferences and Rights
of
$7.50 Cumulative Convertible and Redeemable
Voting Series L, Preferred Stock,
without par value, Stated Value $100 Per Share
----------------------------------
1. The name of the corporation is TELEPHONE AND DATA
SYSTEMS, INC.
2. A copy of the resolution of the board of directors
establishing and designating the $7.50 Cumulative Convertible and
Redeemable Voting Series L Preferred Stock and fixing and
determining the relative rights and preferences thereof is
attached hereto as Exhibit A and is made a part of this
statement.
3. The aforesaid resolution was adopted on February
1, 1979.
4. The aforesaid resolution was duly adopted by the
board of directors of TELEPHONE AND DATA SYSTEMS, INC.
IN WITNESS WHEREOF, we have hereunto subscribed our
names and affixed the seal of said corporation this 24th day of
August, 1979.
TELEPHONE AND DATA SYSTEMS, INC.
By /s/ LeRoy T. Carlson
----------------------------
President
/s/ Michael G. Hron
----------------------------
Secretary
<PAGE>
STATE OF ILLINOIS )
) SS.
COUNTY OF COOK )
On this 24th day of August, 1979, before me, a Notary
Public, in and for said county, personally appeared Michael G.
Hron, who, being by me duly sworn, did say that he is the
secretary of said corporation and that said instrument was signed
and sealed on behalf of the said corporation by authority of its
Board of Directors and the said Michael G. Hron acknowledges the
execution of said instrument to be the voluntary act and deed of
said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and
seal the day and year before written.
/s/ Robert C. Bonges
----------------------------
Notary Public
-2-
<PAGE>
TELEPHONE AND DATA SYSTEMS, INC.
----------------------------------
Statement of Designation, Preference and Rights
of
$7.50 Cumulative Convertible and Redeemable
Voting Series L, Preferred Stock,
Without Par Value, Stated Value $100 Per Share
----------------------------------
RESOLVED, that pursuant to the authority expressly
granted to and vested in the board of directors of the
Corporation by the Articles of Incorporation, the board of
directors hereby creates and authorizes the issuance of a twelfth
series of the preferred stock of the Corporation to consist
originally of 3,750 shares and hereby fixes the designations,
powers and preferences and the qualifications, limitations or
restrictions thereof as follows:
(a) Designation - The designation of the preferred
stock created by this resolution shall be "$7.50 Cumulative
Convertible and Redeemable Voting Series L Preferred Stock"
(hereinafter referred to as "Series L Preferred Stock"). The
Series L Preferred Stock shall have no par value but shall have a
stated value of $100.00 per share.
(b) Dividends - The holders of the Series L Preferred
Stock shall be entitled to receive, when and as declared by the
board of directors of the Corporation, out of any assets of the
Corporation available for dividends pursuant to the laws of the
State of Iowa, preferential dividends at the rate of seven and
one-half dollars ($7.50) per annum per share and no more. The
dividends, when payable, shall be paid quarterly on the first
days of March, June, September and December in each year, before
any dividends shall be declared or paid upon or set apart for the
common stock of the Corporation for that quarter. Such dividends
upon the Series L Preferred Stock shall be cumulative from the
date of issue thereof so that if dividends for any past dividend
period at the rate of seven and one-half dollars ($7.50) per
annum per share shall not have been paid thereon or declared and
a sum sufficient for payment thereof set apart, the deficiency
shall be fully paid or set apart but without interest, before any
dividend shall be paid upon or set apart for the common stock;
provided, however, that no dividends shall be declared on the
shares of any series of preferred stock for any dividend period
unless the full dividend for all prior dividend periods shall
have been declared or shall be declared at the same time upon all
preferred stock outstanding during such prior dividend periods,
and further provided that no dividends shall be declared on the
shares of any series of preferred stock unless a dividend for the
same period shall be declared at the same time upon all preferred
-3-
<PAGE>
stock outstanding during said period in like proportion to the
dividend rate upon such shares. Whenever the full dividend upon
all the preferred stock for all past dividend periods shall have
been paid and the full dividend thereon for the then current
dividend period shall have been paid or declared and a sum
sufficient for the payment thereof set apart, dividends upon the
common stock may be declared by the board of directors out of the
remainder of the assets available therefor.
(c) Redemption - Unless such shares have been
converted pursuant to paragraph (f) hereof prior to the tenth
anniversary of the date of issue thereof, the Corporation shall,
beginning with the eleventh anniversary of the date of issue
thereof, and annually thereafter on each subsequent anniversary
of the date of issue thereof, redeem ten (10) percent of the
number of Series L Preferred Stock outstanding on the tenth
anniversary of the date of issue thereof, until all such shares
have been redeemed.
Notice of any redemption shall be mailed to each holder
of Series L Preferred Stock to be redeemed not less than thirty
(30) days prior to the date upon which such stock is to be
redeemed. If on or before the redemption date named in such
notice, the funds necessary for such redemption shall have been
set aside by the Corporation so as to be available for payment on
demand to the holders of the Series L Preferred Stock so called
for redemption then, notwithstanding that any certificate of the
Series L Preferred Stock so called for redemption shall not have
been surrendered for cancellation, the dividends thereon shall
cease to accrue from and after the date of such redemption so
designated, and all rights with respect to such Series L
Preferred Stock so called for redemption, including any right to
vote or otherwise participate in the determination of any
proposed corporate action, shall forthwith after such redemption
date cease and terminate, except only the right of the holder to
receive the redemption price therefor, but without interest.
Stock redeemed pursuant to the provisions hereof or any Series L
Preferred Stock purchased or otherwise acquired shall not be
reissued but shall be cancelled and proceedings shall be taken in
the manner prescribed by statute to reduce the number of
outstanding shares of Series L Preferred Stock accordingly.
(d) Voting Rights - The holders of the shares of
Series L Preferred Stock shall be entitled to one vote for each
share of such stock standing in the name of the holder on the
books of the Corporation and shall vote together with the holders
of the common stock and the holders of other series of the
preferred stock of the Corporation as one class.
(e) Pre-emptive Rights - No holder of any shares of
Series L Preferred Stock shall have any pre-emptive right to
subscribe for or acquire additional shares of the Corporation of
the same or any other class or series, whether such shares be
hereby or hereafter authorized; and no holder of Series L
-4-
<PAGE>
Preferred Stock shall have any pre-emptive right to acquire any
shares which may be held in the treasury of the Corporation; all
such additional or treasury shares may be sold for such
consideration at such time and to such person or persons as the
board of directors may from time to time determine.
(f) Conversion -
(1) The Series L Preferred Stock shall be
convertible into common stock as hereinafter provided, and,
when and as so converted, such Series L Preferred Stock
shall be cancelled and retired and shall not be reissued as
such. Commencing upon issuance and terminating five (5)
years thereafter, the Series L Preferred Stock may be
converted, upon thirty (30) days' written notice to the
Corporation, into common stock of the Corporation at the
rate of ten (10) shares of common stock for each share of
Series L Preferred Stock. Thereafter, until ten (10) years
after issuance, the Series L Preferred Stock may be
converted, upon thirty (30) days' written notice to the
Corporation, into common stock of the Corporation at the
rate of nine (9) shares of common stock for each share of
Series L Preferred Stock. On presentation and surrender to
the Corporation at its offices of the certificates for
shares of the Series L Preferred Stock to be converted, the
holder of such stock shall be entitled to receive in
exchange therefor certificates for shares of the fully paid
and non-assessable common stock of the Corporation at the
rate aforesaid, all under suitable regulations to be
prescribed by the board of directors of the Corporation.
Conversion of Series L Preferred Stock in the manner
aforesaid shall not affect the right of the converting
holder of such stock to receive dividends accrued but unpaid
on such shares as of the dividend payment date immediately
prior to conversion.
(2) The number of shares of common stock into
which each share of Series L Preferred Stock is convertible,
shall be subject to adjustment from time to time as set
forth in subparagraphs (A) and (B) of this paragraph (2):
(A) In case the Corporation shall (1) pay a
dividend on its common stock in shares of the
Corporation, (2) subdivide its outstanding common
stock, (3) combine the outstanding common stock into a
smaller number of shares, or (4) issue by
reclassification of its common stock (whether pursuant
to a merger or consolidation or otherwise) any shares
of the Corporation, then the holder of each share of
Series L Preferred Stock shall be entitled to receive
upon the conversion of such share, the number of shares
of the Corporation which he would have owned or would
have been entitled to receive after the happening of
any of the events described above had such share been
-5-
<PAGE>
converted immediately prior to the happening of such
event. An adjustment made pursuant to this provision
shall become effective retroactively with respect to
conversions made subsequent to the record date in the
case of a dividend, and shall become effective on the
effective date in the case of a subdivision,
combination or reclassification.
(B) No adjustment in the conversion rate shall be
required unless such adjustment would require an
increase or decrease in such rate of at least one-tenth
(1/10) of a common share; provided, however, that any
adjustments which by reason of this subparagraph (B)
are not required to be made shall be carried forward
and taken into account in any subsequent adjustment.
(3) The Corporation shall at all times reserve
and keep available out of its authorized common stock,
solely for the purpose of issue upon conversion of shares of
Series L Preferred Stock as herein provided, such number of
shares of common stock as shall then be issuable upon the
conversion of all outstanding shares of Series L Preferred
Stock.
(4) Fractional shares of common stock shall not
be issued upon conversion of Series L Preferred Stock, nor
shall cash adjustments be made for fractional shares upon
such conversion.
(5) For purposes of this paragraph (f), the term
"common stock" shall mean (A) the class of stock designated
as the common stock of the Corporation at the date of these
Amended Articles of Incorporation, or (B) any other class of
stock resulting from successive changes or reclassifications
of such common stock consisting solely of change in par
value, or a change from par value to no par value, or a
change from no par value to par value.
(g) Liquidation Rights - In the event of any
liquidation, dissolution or winding up of the affairs of the
Corporation, whether voluntary or involuntary, the holders of the
Series L Preferred Stock shall be entitled, before any assets of
the Corporation shall be distributed among or paid over to the
holders of the common stock, to receive out of the assets of the
Corporation $100.00 per share of Series L Preferred Stock. If
upon any such dissolution, liquidation or winding up, the assets
of the Corporation available for payment to stockholders are not
sufficient to make payment in full to the holders of the Series L
Preferred Stock, payment shall be made to such holders ratably in
accordance with the number of shares held by them and, in case
there shall then be more than one series of preferred stock
outstanding at that time, ratably in accordance with the
respective distributive amount to which such holders shall be
entitled.
-6-
<PAGE>
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
TELEPHONE AND DATA SYSTEMS, INC.
----------------------------------
Statement of Designation of Preference and Right
of
Redeemable Voting Series LL Preferred Shares,
without par value, Stated Value $100.00 Per Share
----------------------------------
1. The name of the corporation is TELEPHONE AND DATA
SYSTEMS, INC.
2. A copy of the resolution of the Board of Directors
establishing and designating the Redeemable Voting Series LL
Preferred Shares and fixing and determining the relative rights
and preferences thereof is attached hereto as Exhibit A and is
made a part of this statement.
3. The aforesaid resolution was adopted as of
September 21, 1990.
4. The aforesaid resolution was duly adopted by the
Board of Directors of TELEPHONE AND DATA SYSTEMS, INC. No
shareholder vote was required.
IN WITNESS WHEREOF, we have hereunto subscribed our
names and affixed the seal of this corporation this 4th day of
March, 1991.
TELEPHONE AND DATA SYSTEMS, INC.
By: /s/ LeRoy T. Carlson
----------------------------
LeRoy T. Carlson, Chairman
By: /s/ Michael G. Hron
----------------------------
Michael G. Hron, Secretary
Subscribed and sworn to before
me this 4th day of March, 1991
/s/ Miriam L. Oberbruner
- --------------------------
Notary Public
<PAGE>
Exhibit A
STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS OF
REDEEMABLE VOTING SERIES LL PREFERRED SHARES
RESOLVED, that pursuant to the authority expressly
granted to and vested in the board of directors of the
Corporation by the Articles of Incorporation of the Corporation,
the board of directors hereby creates and authorizes the issuance
of a series of the Preferred Shares of the Corporation to consist
originally of Six Thousand Seven Hundred Thirty Five (6,735)
shares, and hereby fixes the designation, relative rights and
preferences thereof as follows:
(a) Designation. The designation of the series of
Preferred Shares created by this resolution shall be "Redeemable
Voting Series LL Preferred Shares" (hereinafter referred to as
the "Series LL Preferred Shares"). The Series LL Preferred
Shares shall have no par value but shall have a stated value of
$100.00 per share.
(b) Dividends. Each holder of a Series LL Preferred
Share shall be entitled to receive, when, as and if declared by
the board of directors of the Corporation, out of funds of the
Corporation legally available therefor, cumulative dividends
during each fiscal quarter that such Series LL Preferred Shares
are outstanding at a per annum dividend rate of six dollars
($6.00) per share. Such dividends shall be payable as declared
and cumulative from and commence to accrue on the date of
original issuance of such Series LL Preferred Shares (the "Issue
Date").
(c) Redemption at Election of Holder.
(1) The Series LL Preferred Shares shall be
redeemable, in whole or in part, at the option of the holder
thereof, on March 1, 1996, upon written notice given by such
holder, between September 1, 1995 and December 1, 1995 and
on the first day of March in calendar years 1997 through
2012, upon written notice given by such holder between the
first day of September and the first day of December of the
immediately preceding calendar year, of the holder's
election to have the Corporation redeem such shares on March
1st of the next succeeding calendar year (the "Redemption
Date"). Notice of an election under the redemption
provision above shall be mailed (by first class, postage
prepaid) to the office or agency maintained by the
Corporation for that purpose and each notice shall state the
number of Series LL Preferred Shares to be redeemed, if less
than all the shares held by the holder giving such notice.
(2) Except as provided in the preceding
paragraph, the Series LL Preferred Shares shall not be
-1-
<PAGE>
subject to redemption and shall not be subject to the election by
the holder thereof to have the Corporation redeem such Series LL
Preferred Shares.
(3) Upon receipt of written notice from the
holder of its election to redeem, the Corporation shall
redeem the Series LL Preferred Shares to be redeemed
pursuant to such notice of redemption on the Redemption
Date. The redemption price (the "Redemption Price") of the
Series LL Preferred Shares shall be equal to the product of
the number of Series LL Preferred Shares elected to be
redeemed multiplied by the sum of (A) $100.00 per share plus
(B) all dividends accrued and unpaid, whether declared or
undeclared, thereon through the Redemption Date. The
Redemption Price payable on any Redemption Date shall be
paid by check mailed to the holder within 30 days of the
Redemption Date.
(4) If on or before the Redemption Date, the
funds necessary for such redemption shall have been set
aside by the Corporation so as to be available for payment
to any holder of the Series LL Preferred Shares to be
redeemed pursuant to such notice of redemption upon such
holder's surrender of such Series LL Preferred Shares to the
Corporation, then, notwithstanding that any certificate
representing Series LL Preferred Shares to be so redeemed
shall not have been surrendered for cancellation, the
dividends thereon shall cease to accrue from and after the
Redemption Date, and all rights with respect to such Series
LL Preferred Shares to be so redeemed, including any right
to vote or otherwise participate in the determination of any
proposed corporate action, shall terminate at the close of
business on such Redemption Date, except only the right of
the holder to receive the Redemption Price therefor, but
without interest.
(5) Each holder who has given notice pursuant to
subparagraph (c)(1) above shall deliver the certificate
representing the Series LL Preferred Shares to be redeemed
to the Corporation with the notice of the redemption. In
case fewer than all the shares represented by such
certificate are to be redeemed, a new certificate shall be
issued representing the shares which were not so redeemed.
(d) Voting Rights.
(1) With respect to all matters, each holder of
Series LL Preferred Shares shall be entitled to one vote for
each share of such stock standing in the name of the holder
on the books of the Corporation.
(2) With respect to the election of directors,
the holders of Series LL Preferred Shares shall have class
voting rights (voting together with the holders of (i) other
-2-
<PAGE>
Preferred Shares that are entitled to vote thereon and that were
issued after October 31, 1981, and (ii) Series A Common Shares)
to the extent provided in Article IV of the Articles of
Incorporation of the Corporation.
(e) Preference Value in Liquidation. The amount
payable upon each Series LL Preferred Share in the event of
either voluntary or involuntary liquidation shall be $100.00.
-3-
<PAGE>
TELEHONE AND DATA SYSTEMS, INC.
----------------------------------
Statement of Designation, Preferences and Rights
of
$10.00 Cumulative Voting Series M, Preferred Stock,
without par value, Stated Value $100 Per Share
----------------------------------
1. The name of the corporation is TELEHONE AND DATA
SYSTEMS, INC.
2. A copy of the resolution of the board of directors
establishing and designating the $10.00 Cumulative Voting Series
M Preferred Stock and fixing and determining the relative rights
and preferences thereof is attached hereto as Exhibit A and is
made a part of this statement.
3. The aforesaid resolution was adopted on May 21,
1980.
4. The aforesaid resolution was duly adopted by the
board of directors of TELEHONE AND DATA SYSTEMS, INC.
IN WITNESS WHEREOF, we have hereunto subscribed our
names and affixed the seal of said corporation this 15th day of
August, 1980.
TELEHONE AND DATA SYSTEMS, INC.
By /s/ LeRoy T. Carlson
----------------------------
President
/s/ Michael G. Hron
----------------------------
Secretary
<PAGE>
STATE OF ILLINOIS )
) SS.
COUNTY OF COOK )
On this 15th day of August, 1980, before me, a Notary
Public, in and for said county, personally appeared Michael G.
Hron, who, being by me duly sworn, did say that he is the
secretary of said corporation and that said instrument was signed
and sealed on behalf of the said corporation by authority of its
Board of Directors and the said Michael G. Hron acknowledges the
execution of said instrument to be the voluntary act and deed of
said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and
seal the day and year before written.
/s/ Clote Smith
----------------------------
Notary Public
[NOTARIAL SEAL]
-2-
<PAGE>
TELEHONE AND DATA SYSTEMS, INC.
----------------------------------
Statement of Designation, Preferences and Rights
of
$10.00 Cumulative Voting Series M Preferred Shares,
Without Par Value, Stated Value $100 Per Share
----------------------------------
RESOLVED, that pursuant to the authority expressly
granted to and vested in the board of directors of the
Corporation by the Articles of Incorporation, the board of
directors hereby creates and authorizes the issuance of a series
of the Preferred Shares of the Corporation to consist originally
of 60,000 shares and hereby fixes the designation, relative
rights and preferences thereof as follows:
(a) Designation - The designation of the series of
Preferred Shares created by this resolution shall be "$10.00
Cumulative Voting Series M Preferred Shares" (hereinafter
referred to as "Series M Preferred Shares"). The Series M
Preferred Shares shall have no par value but shall have a stated
value of $100.00 per share.
(b) Dividends - The holders of the Series M Preferred
Shares shall be entitled to receive, when and as declared by the
board of directors of the Corporation, out of any assets of the
Corporation available for dividends pursuant to the laws of the
State of Iowa, preferential dividends at the rate of ten dollars
($10.00) per share per annum and no more. The dividends, when
payable, shall be paid quarterly on the first days of March,
June, September and December in each year (prorated if the period
such stock is outstanding prior to the first quarterly dividend
date is less than a calendar quarter), before any dividends shall
be declared or paid upon or set apart for the Common Shares or
Series A Common Shares of the Corporation for that year. Such
dividends upon the Series M Preferred Shares shall be cumulative
from the date of issue thereof so that if dividends for any past
dividend period at the rate of ten dollars ($10.00) per annum
shall not have been paid thereon or declared and a sum sufficient
for payment thereof set apart, the deficiency shall be fully paid
or set apart but without interest, before any dividend shall be
paid upon or set apart for the Common Shares or Series A Common
Shares. Whenever the full dividend upon the Series M Preferred
Shares for all past dividend periods shall have been paid and the
full dividend thereon for the then current dividend period shall
have been paid or declared and a sum sufficient for the payment
thereof set apart, dividends upon the Common Shares and Series A
Common Shares may be declared by the board of directors out of
the remainder of the assets available therefor.
-3-
<PAGE>
(c) Sinking Fund - The Corporation shall set aside as
a sinking fund for the redemption of Series M Preferred Shares
the sum of $150,000 on the sixteenth quarterly dividend payment
date after issuance and a like amount on each quarterly dividend
payment date thereafter for twenty-three (23) quarterly payment
dates and the sum of $2,400,000 on the fortieth quarterly
dividend payment date after issuance; provided, however, that the
Corporation shall not be required to set aside an amount greater
than the total of $100.00 multiplied by the number of shares of
Series M Preferred Shares outstanding at any time plus accrued
and unpaid dividends, whether or not earned or declared.
Funds so set aside for the sinking fund shall be
applied by or at the direction of the Corporation on such
quarterly dividend payment dates to the redemption of shares of
the Series M Preferred Shares at a price equal to $100.00 per
share plus accrued and unpaid dividends, whether or not earned or
declared on each share so redeemed, to and including the date of
such redemption, in the manner, upon a notice and with the effect
as set forth hereinafter. Accrued and unpaid dividends on the
Series M Preferred Shares to be redeemed through the sinking fund
shall not be charged to funds deposited in the sinking fund, but
shall be paid out of other funds of the Corporation.
Notice of the redemption of any of the Series M
Preferred Shares shall be mailed to each holder of the Series M
Preferred Shares to be redeemed not less than thirty (30) days
prior to the date upon which such shares are to be redeemed. If
on or before the redemption date named in such notice, the funds
necessary for such redemption shall have been set aside by the
Corporation so as to be available for payment on demand to the
holders of the Series M Preferred Shares so called for
redemption, then, notwithstanding that any certificate
representing the Series M Preferred Shares so called for
redemption shall not have been surrendered for cancellation, the
dividends thereon shall cease to accrue from and after the date
of redemption so designated, and all rights with respect to such
Series M Preferred Shares so called for redemption, including any
right to vote or otherwise participate in the determination of
any proposed corporate action, shall forthwith after such
redemption date cease and terminate, except only the right of the
holder to receive the redemption price therefor, but without
interest. Each payment shall be allocated among the holders of
the Series M Preferred Shares in proportion, as nearly as
practicable, to the respective number of Series M Preferred
Shares held by each such holder, with adjustments, to the extent
practicable, to equalize for any prior payments not made in
exactly such proportion. In no event, however, shall the
Corporation allocate any payment so as to result in the
redemption of a fraction of a share; only whole shares of the
Series M Preferred Shares shall be redeemed. Stock redeemed
pursuant to the provisions hereof or any Series M Preferred
Shares purchased or otherwise acquired shall not be reissued but
-4-
<PAGE>
shall be cancelled and proceedings shall be taken in the manner
prescribed by statute to reduce the shares accordingly.
(d) Voting Rights - Each holder of the Series M
Preferred Shares shall be entitled to one vote for each share of
such stock standing in the name of the holder on the books of the
Corporation and shall vote together with the holders of Common
Shares and the holders of other series of Preferred Shares of the
Corporation as one class.
(e) Preemptive Rights - No holder of any Series M
Preferred Shares shall have any preemptive right to subscribe for
or acquire additional shares of the Corporation of the same or
any other class, whether such shares be hereby or hereafter
authorized; and no holder of Series M Preferred Shares shall have
any preemptive right to acquire any shares which may be held in
the treasury of the Corporation; all such additional or treasury
shares may be sold for such consideration at such time and to
such person or persons as the board of directors may from time to
time determine.
(f) Liquidation Rights - In the event of any
liquidation, dissolution or winding up of the affairs of the
Corporation, whether voluntary or involuntary, the holders of the
Series M Preferred Shares shall be entitled, before any assets of
the Corporation shall be distributed among or paid over to the
holders of the Common Shares or Series A Common Shares, to
receive out of the assets of the Corporation $100.00 for each
Series M Preferred Share. If upon any such liquidation,
dissolution or winding up, the assets of the Corporation
available for payment to shareholders are not sufficient to make
payment in full to the holders of the Series M Preferred Shares,
payment shall be made to such holders ratably in accordance with
the number of shares held by them and, in case the Corporation
shall then have more than one series of the Preferred Shares
outstanding, ratably in accordance with the respective
distributive amount to which such holders shall be entitled.
-5-
<PAGE>
ARTICLES OF AMENDMENT
OF
TELEPHONE AND DATA SYSTEMS, INC.
TO THE SECRETARY OF STATE OF THE STATE OF IOWA:
Pursuant to section 1002 or 1006 of the Iowa Business
Corporation Act, the undersigned corporation adopts the following
amendment to the corporation's articles of incorporation.
- -----------------------------------------------------------------
Statement of Designation of Preference and Right
of
Redeemable Voting
Series MM Preferred Shares, without par value,
Stated Value $100.00 Per Share
- -----------------------------------------------------------------
1. The name of the corporation is Telephone and Data
Systems, Inc.
2. A copy of the resolution of the Board of Directors
establishing and designating the Redeemable Voting Series MM
Preferred Shares and fixing and determining the relative rights
and preferences thereof is attached hereto as Exhibit A and is
made a part of this statement.
3. The aforesaid resolution was adopted as of December
31, 1990.
4. The aforesaid resolution was duly adopted by the
Board of Directors of TELEPHONE AND DATA SYSTEMS, INC. No
shareholder vote was required.
IN WITNESS WHEREOF, I have hereunto subscribed my name
as of this 16th day of April, 1991.
TELEPHONE AND DATA SYSTEMS, INC.
By:/s/ LeRoy T. Carlson
----------------------------
LeRoy T. Carlson, Chairman
<PAGE>
Exhibit A
STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS OF
REDEEMABLE VOTING SERIES MM PREFERRED SHARES
RESOLVED, that pursuant to the authority expressly
granted to and vested in the board of directors of the Corpora-
tion by the Articles of Incorporation of the Corporation, the
board of directors hereby creates and authorizes the issuance of
a series of the Preferred Shares of the Corporation to consist
originally of Nine Thousand Five Hundred and Twenty (9,520)
shares, and hereby fixes the designation and the relative rights
and preferences thereof as follows:
(a) Designation. The designation of the series of
Preferred Shares created by this resolution shall be "Redeemable
Voting Series MM Preferred Shares" (hereinafter referred to as
the "Series MM Preferred Shares"). The Series MM Preferred
Shares shall have no par value but shall have a stated value of
$100.00 per share.
(b) Dividends. Each holder of a Series MM Preferred
Share shall be entitled to receive, when, as and if declared by
the board of directors of the Corporation, cumulative dividends
during each fiscal quarter to the extent set forth below. Such
dividends shall commence to accrue (whether or not declared),
without interest, with the fiscal quarter ending September 30,
1991, at a per annum rate of four dollars ($4.00) per share and
shall be paid (if and when declared) in cash on the first
business day after the end of the quarter for which accrued;
provided, however, that any dividends accrued with respect to the
first ten quarters after June 30, 1991, shall be paid by issuing
additional Series MM Preferred Shares at the annual rate of .04
of a share for each outstanding Series MM Preferred Share; no
dividends shall accrue with respect to the eleventh through the
eighteenth quarters after June 30, 1991; and such dividends shall
accrue thereafter at a per annum rate of six dollars ($6.00) per
share. If with respect to any of the first ten quarters after
June 30, 1991, any of the additional Series MM Preferred Shares
to be paid in satisfaction of the dividend then accrued are not
issued, then, for the purpose of determining the cumulative
dividends to which each holder of Series MM Preferred Shares
shall thereafter be entitled to receive with respect to
subsequent fiscal quarters ended on or before December 31, 1993,
the additional Series MM Preferred Shares not so issued shall be
deemed to have been issued as of the first business day following
the fiscal quarter for which accrued and to accrue dividends
commencing with the quarter in which deemed to be issued.
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(c) Redemption at Election of Corporation.
(1) Unless the Corporation shall have received
written notice of the holder's election to have the Series MM
Preferred Shares redeemed in accordance with paragraph (d) hereof
on or before January 31, 1996, the Series MM Preferred Shares
shall thereafter be redeemable, in whole or in part from time to
time, at the option of the Corporation, upon giving notice as
provided in subparagraph (c)(2) hereof, by delivering, at the
option of the Corporation, on any date set for redemption (the
"Redemption Date"), for each Series MM Preferred Share, (i) 5.8
(the "Redemption Ratio") fully paid and nonassessable Common
Shares, par value $1.00 per share ("USCC Common Shares"), of
United States Cellular Corporation, a Delaware corporation
("USCC"), or (ii) that number of Common Shares, par value $1.00
per share, of the Corporation ("TDS Common Shares") having a
Market Value equal to the Market Value of one USCC Common Share
multiplied by the Redemption Ratio, or (iii) a combination of
USCC Common Shares and TDS Common Shares having an aggregate
Market Value equal to the Market Value of one USCC Common Share
multiplied by the Redemption Ratio, or (iv) cash (paid by
certified check) equal to the Market Value of one USCC Common
Share multiplied by the Redemption Ratio.
(2) Notice of an election under the redemption
provision in subparagraph (c)(1) above shall be mailed (by first
class, postage prepaid) to each holder of Series MM Preferred
Shares to be redeemed at the address appearing on the records of
the Corporation not less than thirty (30) days prior to the
Redemption Date. If the Corporation elects to redeem any of the
Series MM Preferred Shares in cash and, on or before the
Redemption Date specified in such notice, the funds necessary for
such redemption shall have been set aside by the Corporation so
as to be available for payment to the holders of Series MM
Preferred Shares so called for redemption upon such holders'
surrender of such Series MM Preferred Shares to the Corporation,
then, notwithstanding that any certificate representing Series MM
Preferred Shares so called for redemption shall not have been
surrendered for cancellation, the dividends thereon shall cease
to accrue from and after the Redemption Date and all rights with
respect to such Series MM Preferred Shares so called for
redemption, including any right to vote or otherwise participate
in the determination of any proposed corporate action, shall
terminate at the close of business on such Redemption Date,
except only the right of the holder to receive the Redemption
Price therefor, but without interest.
(3) Each notice of redemption shall state:
(A) the Redemption Date;
(B) the number of Series MM Preferred Shares
to be redeemed and, if less than all the shares are to be
redeemed, the number of shares to be redeemed and the manner in
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which the number of shares to be redeemed from each holder will
be determined;
(C) whether the Redemption Price will be
paid in cash (by certified check), by the issuance of TDS Common
Shares, by the transfer of USCC Common Shares, or by a
combination thereof; and
(D) the place where certificates for the
Series MM Preferred Shares are to be surrendered for payment of
the Redemption Price.
(4) Each holder of Series MM Preferred Shares to
be redeemed shall present and surrender his certificate for such
shares to the Corporation at the place designated in such notice.
Within two business days after the date of such presentation or,
if later, upon the Redemption Date, the Redemption Price of such
shares shall be paid to or on the order of the person whose name
appears on such certificate as the owner thereof and each
surrendered certificate shall be cancelled. In case fewer than
all the shares represented by any certificate are redeemed, a new
certificate shall be issued representing the unredeemed shares.
From and after the Redemption Date (unless the Corporation shall
default in payment of the Redemption Price), all rights of the
holders thereof as shareholders of the Corporation, except the
right to receive the Redemption Price thereof, without interest,
upon the surrender of certificates representing the same, shall
cease and terminate, such shares shall not thereafter be
transferred (except with the consent of the Corporation) on the
books of the Corporation, and such shares shall not be deemed to
be outstanding for any purpose whatsoever.
(5) For purposes of this Statement, (A) the
"Market Value" per share of TDS Common Shares or USCC Common
Shares at any time as of which such value is to be determined
shall be deemed to be the average "Closing Price" (as defined
below) for TDS or USCC Common Shares, as the case may be, for the
five trading days ending on the fifth business day preceding the
relevant Redemption Date, Accelerated Redemption Date or
effective date of a Going Private Transaction of the type
referred to in subparagraph (d)(4)(C) below, (B) a "business day"
means a day on which the New York Stock Exchange or other
principal stock exchange or over-the-counter market on which the
TDS or USCC Common Shares, as the case may be, are traded was
open for at least one-half of its normal business day, and (C)
the "Closing Price" on any day shall be the last sale price of
such shares, regular way, as reported in a composite published
report of transactions which includes transactions on the
exchange of other principal markets in which such shares are
traded or, if there is no such composite report as to any such
day, the last reported sale price, regular way (or if there is no
such reported sale on such day, the average of the closing
reported bid and asked prices) on the principal United States
securities trading market (whether a stock exchange, National
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Association of Securities Dealers Automated Quotation System or
otherwise) on which such shares are traded.
(d) Redemption at Election of Holder.
(1) The Series MM Preferred Shares shall be
redeemable at the option of the holder thereof, on the last day
of January in 1994, 1995 and 1996, upon written notice given by
such holder, at the office or agency maintained by the
Corporation for that purpose. Each such notice shall state the
number of Series MM Preferred Shares to be redeemed, if less than
all the shares held by the holder giving such notice.
(2) Each Series MM Preferred Share tendered to
the Corporation for redemption pursuant to subparagraph (d)(1)
above shall be redeemed by the Corporation on the date specified
in the notice (and permitted by this Statement) referred to in
subparagraph (d)(1) above (which shall be the "Redemption Date"
of such shares), by delivering, at the option of the Corporation,
(i) that number of fully paid and nonassessable USCC Common
Shares determined by multiplying one (1) by the Redemption Ratio,
or (ii) that number of TDS Common Shares having a Market Value
equal to the Market Value of one USCC Common Share multiplied by
the Redemption Ratio, or (iii) a combination of USCC Common
Shares and TDS Common Shares having an aggregate Market Value
equal to the Market Value of one USCC Common Share multiplied by
the Redemption Ratio.
(3) Upon presentation and surrender of the
certificate representing the Series MM Preferred Shares to be
redeemed, the holder thereof shall be entitled to receive in
exchange therefor a certificate or certificates representing the
fully paid and nonassessable TDS Common Shares, USCC Common
Shares, or a combination thereof, determined in the manner set
forth in subparagraph (d)(2) above. In addition, if any
additional Series MM Preferred Shares that were to be issued in
payment of dividends accrued with respect to the first ten
quarters after June 30, 1991, were not issued prior to the
Redemption Date, then such holder shall also receive, in
satisfaction of such dividends, the additional TDS Common Shares,
USCC Common Shares, or a combination thereof, determined in the
manner set forth in subparagraph (d)(2) above, which such holder
would have received if such additional shares had been issued and
had been tendered for redemption.
(4) The amount and kind of securities or property
to be delivered pursuant to subparagraph (c)(1) or (d)(2) above
shall be subject to adjustment from time to time as follows:
(A) In case USCC shall (i) take a record of
the holders of USCC Common Shares for the purpose of entitling
them to receive a dividend payable in USCC Common Shares, (ii)
subdivide the outstanding USCC Common Shares, or (iii) combine
the outstanding USCC Common Shares into a smaller number of
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shares, the Redemption Ratio shall be adjusted (or further
adjusted in the case of successive such events) so that each
holder of Series MM Preferred Shares shall thereafter be entitled
upon the redemption of each share thereof held by him to receive
for each such share the number of USCC Common Shares which he
would have owned or been entitled to receive after the happening
of that one of the events described above which shall have
happened had such Series MM Preferred Share been redeemed
immediately prior to the happening of such event in exchange for
USCC Common Shares, such entitlement to become effective
immediately after the opening of business on the day next
following (x) the record date for such dividend, or (y) the day
upon which such subdivision or combination shall become
effective.
(B) In case USCC shall take a record of the
holders of USCC Common Shares for the purpose of entitling them
to receive an Extraordinary Dividend (as hereinafter defined),
the holder of each Series MM Preferred Share shall be entitled in
each such case to an additional cash payment upon the redemption
of such share in an amount equal to the amount of cash and the
fair market value as of such record date of any property other
than cash that such holder would have been entitled to receive as
a result of such Extraordinary Dividend had such Series MM
Preferred Share been redeemed immediately prior to such record
date in exchange for USCC Common Shares. As used herein the term
"Extraordinary Dividend" means any dividend upon USCC Common
Shares payable in cash and/or in property other than cash if and
to the extent that on the record date thereof the amount of such
cash and the fair market value of such property per USCC Common
Share (when added to all other dividends (other than any dividend
referred to in subparagraph (d)(4)(A) above) previously paid on
USCC Common Shares during the same Payment Period (as hereinafter
defined)) exceeds ten percent of the average Closing Price for
USCC Common Shares for the five trading days ending on such
record date; provided, however, that the term "Extraordinary
Dividend" shall not include any dividend referred to in
subparagraph (d)(4)(A) above. As used herein the term "Payment
Period" means each consecutive 12-month period commencing on July
1, 1991, and each anniversary thereof.
(C) No adjustment in the number of TDS or USCC
Common Shares, as the case may be, to which any holder is
entitled pursuant to the application of subparagraph (d)(4)(A)
above shall be required unless such adjustment would require an
increase or decrease of at least 1/10th of a TDS or USCC Common
Share, as the case may be; provided, however, that any
adjustments which by reason of this clause (C) are not required
to be made shall be carried forward and taken into account in any
subsequent adjustment.
(5) Each holder who has given notice pursuant to
subparagraph (d)(1) above shall deliver the certificate
representing the Series MM Preferred Shares to be redeemed to the
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Corporation with the notice of the redemption. In case fewer
than all the shares represented by such certificate are to be
redeemed, a new certificate shall be issued representing the
shares which were not so redeemed.
(e) Redemption in the Event of Organic Change. In
case USCC shall propose to effect any reorganization or
reclassification of its Common Shares, consolidate or merge with
another corporation, or sell to another corporation all or
substantially all of its assets in such a way that holders of its
outstanding Common Shares shall be entitled to receive (either
directly or upon subsequent liquidation) stock, securities, cash
or other property with respect to or in exchange for such Common
Shares (collectively, any "Organic Change"), and immediately
after such Organic Change TDS or USCC would no longer be under
common control within the meaning of the Rule 405 promulgated by
the Securities and Exchange Commission (the "SEC") under the
Securities Act of 1933, as amended (a "Disaffiliation
Transaction"), or USCC or TDS shall propose to effect any
transaction or series of transactions of the type described in
paragraph (a)(3)(i) or Rule 13e-3 promulgated by the SEC under
the Securities Exchange Act of 1934, as amended, in which USCC is
the "issuer", which has one of the effects described in paragraph
(a)(3)(ii) of such Rule (a "Going Private Transaction"), then TDS
shall deliver a notice of redemption (as described in
subparagraph (c)(3) above) to each holder of Series MM Preferred
Shares at least ten business days prior to the earliest date (the
"Effective Date") on which holders of USCC Common Shares shall
become entitled to receive stock, securities, cash or other
property in connection with such Disaffiliation Transaction or
such Going Private Transaction. Such notice of redemption shall
specify the Effective Date and each Series MM Preferred Share
shall be redeemed on a date (the "Accelerated Redemption Date")
which is not later than the last business day preceding such
Effective Date by delivering that number of USCC Common Shares
for which such Series MM Preferred Share might have been redeemed
immediately prior to such Disaffiliation Transaction or such
Going Private Transaction, plus that number of USCC Common Shares
which the holder of such Series MM Preferred Share would have
been entitled to receive if all of the additional Series MM
Preferred Shares to be issued in payment of accrued dividends for
the first ten fiscal quarters after June 30, 1991, pursuant to
the proviso in paragraph (b) above, had been issued and
immediately redeemed for USCC Common Shares on the Accelerated
Redemption Date; provided, however, that in case the
consideration to be received by the holders of USCC Common Shares
in connection with a Going Private Transaction consists of equity
securities of TDS, then each Series MM Preferred Share shall be
redeemed on the Effective Date by delivering that number of TDS
Common Shares having a Market Value as of the Effective Date
equal to the Market Value on such date of (i) that number of USCC
Common Shares for which such Series MM Preferred Share might have
been redeemed immediately prior to such Going Private
Transaction, and (ii) that number of USCC Common Shares which the
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holder of such Series MM Preferred Share would have been entitled
to receive if all of the additional Series MM Preferred Shares to
be issued in payment of accrued dividends for the first ten
quarters after June 30, 1991, pursuant to the proviso in
paragraph (b) above, had been issued and immediately redeemed for
USCC Common Shares on the last business day immediately preceding
the Effective Date.
(f) No Fractional Shares. No fractional TDS Common
Shares or USCC Common Shares shall be issued upon the redemption
of Series MM Preferred Shares, nor shall cash adjustments be made
for fractional shares upon such redemption.
(g) Terminology. For purposes of this Statement, the
term "TDS Common Shares" and the term "USCC Common Shares" shall
mean (A) the class of stock designated as the Common Shares of
the Corporation and the Common Shares of USCC, respectively, on
the date this Statement is filed with the Iowa Secretary of
State, or (B) any other class of stock resulting from successive
changes or reclassifications of such class consisting solely of a
change in par value, or a change from no par value to par value.
(h) Voting Rights.
(1) With respect to all matters, each holder of
Series MM Preferred Shares shall be entitled to one vote for each
share of such stock standing in the name of the holder on the
books of the Corporation.
(2) With respect to the election of directors,
the holders of Series MM Preferred Shares shall have class voting
rights (voting together with the holders of (i) other Preferred
Shares that are entitled to vote thereon and that were issued
after October 31, 1981, and (ii) Series A Common Shares) to the
extent provided in Article IV of the Articles of Incorporation of
the Corporation.
(i) Preference Value in Liquidation. The amount
payable upon each Series MM Preferred Share in the event of
either voluntary or involuntary liquidation shall be $100.00.
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TELEPHONE AND DATA SYSTEMS, INC.
----------------------------------
Statement of Designation, Preferences and Rights
of
$8.00 Cumulative Convertible and Redeemable
Voting Series N, Preferred Stock,
without par value, Stated Value $100 Per Share
----------------------------------
1. The name of the corporation is TELEPHONE AND DATA
SYSTEMS, INC.
2. A copy of the resolution of the Board of Directors
establishing and designating the $8.00 Cumulative Convertible and
Redeemable Voting Series N Preferred Stock and fixing and
determining the relative rights and preferences thereof is
attached hereto as Exhibit A and is made a part of this
statement.
3. The aforesaid resolution was adopted on November
26, 1980.
4. The aforesaid resolution was duly adopted by the
Board of Directors of TELEPHONE AND DATA SYSTEMS, INC.
IN WITNESS WHEREOF, we have hereunto subscribed our
names and affixed the seal of this corporation this 5th day of
December, 1980.
TELEPHONE AND DATA SYSTEMS, INC.
By /s/ LeRoy T. Carlson
----------------------------
LeRoy T. Carlson, President
/s/ Michael G. Hron
----------------------------
Michael G. Hron, Secretary
[CORPORATE SEAL]
<PAGE>
STATE OF ILLINOIS )
) SS.
COUNTY OF COOK )
On this 5th day of December, 1980, before me, a Notary
Public, in and for said county, personally appeared Michael G.
Hron, who, being by me duly sworn, did say that he is the
Secretary of Telephone and Data Systems, Inc. and that the
attached instrument was signed and sealed on behalf of the said
Corporation by authority of its Board of Directors and the said
Michael G. Hron acknowledges the execution of said instrument to
be the voluntary act and deed of said Corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and
seal the day and year before written.
/s/ Clote Smith
----------------------------
Notary Public
[NOTARIAL SEAL]
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EXHIBIT A
---------
STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS
OF
$8.00 CUMULATIVE CONVERTIBLE AND REDEEMABLE
VOTING SERIES N PREFERRED SHARES,
WITHOUT PAR VALUE, STATED VALUE $100 PER SHARE
------------------------------------------------
RESOLVED, that pursuant to the authority expressly
granted to and vested in the board of directors of the
Corporation by the Articles of Incorporation, the board of
directors hereby creates and authorizes the issuance of a series
of the Preferred Shares of the Corporation to consist originally
of Eleven Thousand (11,000) shares, and hereby fixes the
designation, relative rights and preferences thereof as follows:
(a) Designation - The designation of the series of
Preferred Shares created by this resolution shall be "$8.00
Cumulative Convertible and Redeemable Voting Series N Preferred
Shares" (hereinafter referred to as the "Series N Preferred
Shares"). The Series N Preferred Shares shall have no par value
but shall have a stated value of $100.00 per share.
(b) Dividends - The holders of the Series N Preferred
Shares shall be entitled to receive, when and as declared by the
board of directors of the Corporation, out of any assets of the
Corporation available for dividends pursuant to the laws of the
State of Iowa, preferential dividends at the rate of eight
dollars ($8.00) per annum per share and no more. The dividends,
when payable, shall be paid quarterly on the first days of March,
June, September and December in each year, before any dividends
shall be declared or paid upon or set apart for the Common Shares
or Series A Common Shares of the Corporation for that quarter.
Such dividends upon the Series N Preferred Shares shall be
cumulative from the date of issue thereof so that if dividends
for any past dividend period at the rate of eight dollars ($8.00)
per annum shall not have been paid thereon or declared and a sum
sufficient for payment thereof set apart, the deficiency shall be
fully paid or set apart but without interest, before any dividend
shall be paid upon or set apart for the Common Shares or Series A
Common Shares; provided, however, that no dividends shall be
declared on the shares of any series of preferred stock for any
dividend period unless the full dividend for all prior dividend
periods shall have been declared or shall be declared at the same
time upon all preferred stock outstanding during such prior
dividend periods, and further provided that no dividends shall be
declared on the shares of any series of preferred stock unless a
dividend for the same period shall be declared at the same time
upon all preferred stock outstanding during said period in like
proportion to the dividend rate upon such shares. Whenever the
full dividend upon all the series of the preferred stock for all
past dividend periods shall have been paid and the full dividend
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thereon for the then current dividend period shall have been paid
or declared and a sum sufficient for the payment thereof set
apart, dividends upon the Common Shares or Series A Common Shares
may be declared by the board of directors out of the remainder of
the assets available therefor.
(c) Redemption -
(1) Unless such shares have been converted
pursuant to paragraph (f) hereof prior to the sixth
anniversary of the date of issue thereof, the Corporation
shall, beginning with the seventh anniversary of the date of
issue thereof, and annually thereafter on each subsequent
anniversary of the date of issue thereof, redeem one-
fourteenth of the number of Series N Preferred Shares
outstanding on the sixth anniversary of the date of issue
thereof, until all such shares have been redeemed, and the
holders thereof shall be entitled to receive $100.00 per
share plus an amount equal to all dividends accrued and
unpaid thereon to the redemption date.
(2) Notice of any redemption shall be mailed to
each holder of Series N Preferred Shares to be redeemed not
less than thirty (30) days prior to the date upon which such
stock is to be redeemed. If on or before the redemption
date specified in such notice, the funds necessary for such
redemption shall have been set aside by the Corporation so
as to be available for payment on demand to the holders of
Series N Preferred Shares so called for redemption then,
notwithstanding that any certificate representing Series N
Preferred Shares so called for redemption shall not have
been surrendered for cancellation, the dividends thereon
shall cease to accrue from and after the date of such
redemption so specified, and all rights with respect to such
Series N Preferred Shares so called for redemption,
including any right to vote or otherwise participate in the
determination of any proposed corporate action, shall
forthwith after such redemption date cease and terminate,
except only the right of the holder to receive the
redemption price therefor, but without interest. Series N
Preferred Shares redeemed pursuant to the provisions hereof
or any such shares purchased or otherwise acquired shall not
be reissued but shall be cancelled and proceedings shall be
taken in the manner prescribed by statute to reduce the
number of outstanding Series N Preferred Shares accordingly.
(d) Voting Rights - The holders of Series N Preferred
Shares shall be entitled to one vote for each share of such stock
standing in the name of the holder on the books of the
Corporation and shall vote together with the holders of the
common stock and the holders of other series of the preferred
stock of the Corporation as one class.
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(e) Pre-emptive Rights - No holder of any Series N
Preferred Shares shall have any pre-emptive right to subscribe
for or acquire additional shares of the Corporation of the same
or any other class or series, whether such shares be hereby or
hereafter authorized; and no holder of Series N Preferred Shares
shall have any pre-emptive right to acquire any shares which may
be held in the treasury of the Corporation; all such additional
or treasury shares may be sold for such consideration at such
time and to such person or persons as the board of directors may
from time to time determine.
(f) Conversion -
(1) The Series N Preferred Shares shall be
convertible into the Corporation's Common Shares as
hereinafter provided, and when and as so converted, such
Series N Preferred Shares shall be cancelled and retired and
shall not be reissued as such. Commencing upon the issuance
and terminating at the close of business on the third
anniversary thereof, the Series N Preferred Shares may be
converted, upon thirty (30) days' written notice to the
Corporation into Common Shares of the Corporation at the
rate of ten (10) Common Shares for each Series N Preferred
Share. Thereafter, until the close of business on the sixth
anniversary of the date of issue, the Series N Preferred
Shares may be converted, upon thirty (30) days' written
notice to the Corporation, into Common Shares of the
Corporation at the rate of nine (9) Common Shares for each
Series N Preferred Share. On presentation and surrender to
the Corporation at its offices of the certificates
representing Series N Preferred Shares to be converted, the
holder thereof shall be entitled to receive in exchange
therefor certificates for the fully paid and non-assessable
Common Shares of the Corporation at the rate aforesaid, all
under suitable regulations to be prescribed by the board of
directors of the Corporation. Conversion of Series N
Preferred Shares in the manner aforesaid shall not affect
the right of the converting holder thereof to receive
dividends accrued but unpaid thereon as of the dividend
payment date immediately prior to conversion.
(2) The number of Common Shares into which each
Series N Preferred Shares is convertible shall be subject to
adjustment from time to time as set forth in clauses (A) and
(B) of this subparagraph (2):
(A) In case the Corporation shall (i) pay a
dividend on its Common Shares in shares of the
Corporation, (ii) subdivide its outstanding Common
Shares, (iii) combine the outstanding Common Shares
into a smaller number of shares or (iv) issue by
reclassification of its Common Shares (whether pursuant
to a merger or consolidation or otherwise) any shares
of the Corporation, then the holder of each Series N
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Preferred Share shall be entitled to receive upon the
conversion of such share, the number of shares of the
Corporation which he would have owned or would have
been entitled to receive after the happening of any of
the events described above had such share been
converted immediately prior to the happening of such
event. An adjustment made pursuant to this provision
shall become effective retroactively with respect to
conversions made subsequent to the record date in the
case of a dividend, and shall become effective on the
effective date in the case of a subdivision,
combination or reclassification.
(B) No adjustment in the conversion rate shall be
required unless such adjustment would require an
increase or decrease in such rate of at least one-tenth
(1/10) of a Common Shares; provided, however, that any
adjustments which by reason of this clause (B) are not
required to be made shall be carried forward and taken
into account by any subsequent adjustment.
(3) The Corporation shall at all times reserve
and keep available out of its authorized Common Shares,
solely for the purpose of issuance upon conversion of Series
N Preferred Shares as herein provided, such number of Common
Shares as shall then be issuable upon the conversion of all
outstanding Series N Preferred Shares.
(4) Fractional Common Shares shall not be issued
upon conversion of Series N Preferred Shares, nor shall cash
adjustments be made for fractional shares upon such
conversion.
(5) For the purposes of this paragraph (f), the
term "Common Shares" shall mean (A) the class of stock
designated as the Common Shares of the Corporation at the
date of these Amended Articles of Incorporation, or (B) any
other class of stock resulting from successive changes or
reclassifications of such class consisting solely of a
change in par value, or a change from no par value to par
value.
(g) Liquidation Rights - In the event of any
liquidation, dissolution or winding up of the affairs of the
Corporation, whether voluntary or involuntary, the holders of the
Series N Preferred Shares shall be entitled, before any assets of
the Corporation shall be distributed among or paid over to the
holders of Common Shares or Series A Common Shares, to receive
out of the assets of the Corporation $100.00 per Series N
Preferred Share. If upon any such dissolution, liquidation or
winding up, the assets of the Corporation available for payment
to stockholders are not sufficient to make payment in full to the
holders of the Series N Preferred Shares, payment shall be made
to such holders ratably in accordance with the number of shares
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<PAGE>
held by them, and in case there shall then be more than one
series of the preferred stock outstanding at that time, ratably
in accordance with the respective distributive amount to which
such holders shall be entitled.
-7-
<PAGE>
ARTICLES OF AMENDMENT
OF
TELEPHONE AND DATA SYSTEMS, INC.
TO THE SECRETARY OF STATE OF THE STATE OF IOWA:
Pursuant to section 1002 or 1006 of the Iowa Business
Corporation Act, the undersigned corporation adopts the following
amendment to the corporation's articles of incorporation.
- -----------------------------------------------------------------
Statement of Designation of Preference and Right
of
Redeemable Voting
Series NN Preferred Shares, without par value,
Stated Value $100.00 Per Share
- -----------------------------------------------------------------
1. The name of the corporation is Telephone and Data
Systems, Inc.
2. A copy of the resolution of the Board of Directors
establishing and designating the Redeemable Voting Series NN
Preferred Shares and fixing and determining the relative rights
and preferences thereof is attached hereto as Exhibit A and is
made a part of this statement.
3. The aforesaid resolution was adopted as of December
31, 1990.
4. The aforesaid resolution was duly adopted by the
Board of Directors of TELEPHONE AND DATA SYSTEMS, INC. No
shareholder vote was required.
IN WITNESS WHEREOF, I have hereunto subscribed my name
as of this 16th day of April, 1991.
TELEPHONE AND DATA SYSTEMS, INC.
By:/s/ LeRoy T. Carlson
----------------------------
LeRoy T. Carlson, Chairman
<PAGE>
Exhibit A
STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS OF
REDEEMABLE VOTING SERIES NN PREFERRED SHARES
RESOLVED, that pursuant to the authority expressly
granted to and vested in the board of directors of the Corpora-
tion by the Articles of Incorporation of the Corporation, the
board of directors hereby creates and authorizes the issuance of
a series of the Preferred Shares of the Corporation to consist
originally of Nine Thousand Five Hundred and Twenty (9,520)
shares, and hereby fixes the designation and the relative rights
and preferences thereof as follows:
(a) Designation. The designation of the series of
Preferred Shares created by this resolution shall be "Redeemable
Voting Series NN Preferred Shares" (hereinafter referred to as
the "Series NN Preferred Shares"). The Series NN Preferred
Shares shall have no par value but shall have a stated value of
$100.00 per share.
(b) Dividends. Each holder of a Series NN Preferred
Share shall be entitled to receive, when, as and if declared by
the board of directors of the Corporation, cumulative dividends
during each fiscal quarter to the extent set forth below. Such
dividends shall commence to accrue (whether or not declared),
without interest, with the fiscal quarter ending September 30,
1991, at a per annum rate of four dollars ($4.00) per share and
shall be paid (if and when declared) in cash on the first
business day after the end of the quarter for which accrued;
provided, however, that any dividends accrued with respect to the
first fourteen quarters after June 30, 1991, shall be paid by
issuing additional Series NN Preferred Shares at the annual rate
of .04 of a share for each outstanding Series NN Preferred Share;
no dividends shall accrue with respect to the fifteenth through
the eighteenth quarters after June 30, 1991; and such dividends
shall accrue thereafter at a per annum rate of six dollars
($6.00) per share. If with respect to any of the first fourteen
quarters after June 30, 1991, any of the additional Series NN
Preferred Shares to be paid in satisfaction of the dividend then
accrued are not issued, then, for the purpose of determining the
cumulative dividends to which each holder of Series NN Preferred
Shares shall thereafter be entitled to receive with respect to
subsequent fiscal quarters ended on or before December 31, 1994,
the additional Series NN Preferred Shares not so issued shall be
deemed to have been issued as of the first business day following
-2-
<PAGE>
the fiscal quarter for which accrued and to accrue dividends
commencing with the quarter in which deemed to be issued.
(c) Redemption at Election of Corporation.
(1) Unless the Corporation shall have received
written notice of the holder's election to have the Series NN
Preferred Shares redeemed in accordance with paragraph (d) hereof
on or before January 31, 1996, the Series NN Preferred Shares
shall thereafter be redeemable, in whole or in part from time to
time, at the option of the Corporation, upon giving notice as
provided in subparagraph (c)(2) hereof, by delivering, at the
option of the Corporation, on any date set for redemption (the
"Redemption Date"), for each Series NN Preferred Share, (i) 5.8
(the "Redemption Ratio") fully paid and nonassessable Common
Shares, par value $1.00 per share ("USCC Common Shares"), of
United States Cellular Corporation, a Delaware corporation
("USCC"), or (ii) that number of Common Shares, par value $1.00
per share, of the Corporation ("TDS Common Shares") having a
Market Value equal to the Market Value of one USCC Common Share
multiplied by the Redemption Ratio, or (iii) a combination of
USCC Common Shares and TDS Common Shares having an aggregate
Market Value equal to the Market Value of one USCC Common Share
multiplied by the Redemption Ratio, or (iv) cash (paid by
certified check) equal to the Market Value of one USCC Common
Share multiplied by the Redemption Ratio.
(2) Notice of an election under the redemption
provision in subparagraph (c)(1) above shall be mailed (by first
class, postage prepaid) to each holder of Series NN Preferred
Shares to be redeemed at the address appearing on the records of
the Corporation not less than thirty (30) days prior to the
Redemption Date. If the Corporation elects to redeem any of the
Series NN Preferred Shares in cash and, on or before the
Redemption Date specified in such notice, the funds necessary for
such redemption shall have been set aside by the Corporation so
as to be available for payment to the holders of Series NN
Preferred Shares so called for redemption upon such holders'
surrender of such Series NN Preferred Shares to the Corporation,
then, notwithstanding that any certificate representing Series NN
Preferred Shares so called for redemption shall not have been
surrendered for cancellation, the dividends thereon shall cease
to accrue from and after the Redemption Date and all rights with
respect to such Series NN Preferred Shares so called for
redemption, including any right to vote or otherwise participate
in the determination of any proposed corporate action, shall
terminate at the close of business on such Redemption Date,
except only the right of the holder to receive the Redemption
Price therefor, but without interest.
-3-
<PAGE>
(3) Each notice of redemption shall state:
(A) the Redemption Date;
(B) the number of Series NN Preferred Shares
to be redeemed and, if less than all the shares are to be
redeemed, the number of shares to be redeemed and the manner in
which the number of shares to be redeemed from each holder will
be determined;
(C) whether the Redemption Price will be
paid in cash (by certified check), by the issuance of TDS Common
Shares, by the transfer of USCC Common Shares, or by a
combination thereof; and
(D) the place where certificates for the
Series NN Preferred Shares are to be surrendered for payment of
the Redemption Price.
(4) Each holder of Series NN Preferred Shares to
be redeemed shall present and surrender his certificate for such
shares to the Corporation at the place designated in such notice.
Within two business days after the date of such presentation or,
if later, upon the Redemption Date, the Redemption Price of such
shares shall be paid to or on the order of the person whose name
appears on such certificate as the owner thereof and each
surrendered certificate shall be cancelled. In case fewer than
all the shares represented by any certificate are redeemed, a new
certificate shall be issued representing the unredeemed shares.
From and after the Redemption Date (unless the Corporation shall
default in payment of the Redemption Price), all rights of the
holders thereof as shareholders of the Corporation, except the
right to receive the Redemption Price thereof, without interest,
upon the surrender of certificates representing the same, shall
cease and terminate, such shares shall not thereafter be
transferred (except with the consent of the Corporation) on the
books of the Corporation, and such shares shall not be deemed to
be outstanding for any purpose whatsoever.
(5) For purposes of this Statement, (A) the
"Market Value" per share of TDS Common Shares or USCC Common
Shares at any time as of which such value is to be determined
shall be deemed to be the average "Closing Price" (as defined
below) for TDS or USCC Common Shares, as the case may be, for the
five trading days ending on the fifth business day preceding the
relevant Redemption Date, Accelerated Redemption Date or
effective date of a Going Private Transaction of the type
referred to in subparagraph (d)(4)(C) below, (B) a "business day"
means a day on which the New York Stock Exchange or other
principal stock exchange or over-the-counter market on which the
TDS or USCC Common Shares, as the case may be, are traded was
open for at least one-half of its normal business day, and (C)
the "Closing Price" on any day shall be the last sale price of
such shares, regular way, as reported in a composite published
-4-
<PAGE>
report of transactions which includes transactions on the
exchange or other principal markets in which such shares are
traded or, if there is no such composite report as to any such
day, the last reported sale price, regular way (or if there is no
such reported sale on such day, the average of the closing
reported bid and asked prices) on the principal United States
securities trading market (whether a stock exchange, National
Association of Securities Dealers Automated Quotation System or
otherwise) on which such shares are traded.
(d) Redemption at Election of Holder.
(1) The Series NN Preferred Shares shall be
redeemable at the option of the holder thereof, on the last day
of January in 1995 and 1996, upon written notice given by such
holder, at the office or agency maintained by the Corporation for
that purpose. Each such notice shall state the number of Series
NN Preferred Shares to be redeemed, if less than all the shares
held by the holder giving such notice.
(2) Each Series NN Preferred Share tendered to
the Corporation for redemption pursuant to subparagraph (d)(1)
above shall be redeemed by the Corporation on the date specified
in the notice (and permitted by this Statement) referred to in
subparagraph (d)(1) above (which shall be the "Redemption Date"
of such shares), by delivering, at the option of the Corporation,
(i) that number of fully paid and nonassessable USCC Common
Shares determined by multiplying one (1) by the Redemption Ratio,
or (ii) that number of TDS Common Shares having a Market Value
equal to the Market Value of one USCC Common Share multiplied by
the Redemption Ratio, or (iii) a combination of USCC Common
Shares and TDS Common Shares having an aggregate Market Value
equal to the Market Value of one USCC Common Share multiplied by
the Redemption Ratio.
(3) Upon presentation and surrender of the
certificate representing the Series NN Preferred Shares to be
redeemed, the holder thereof shall be entitled to receive in
exchange therefor a certificate or certificates representing the
fully paid and nonassessable TDS Common Shares, USCC Common
Shares, or a combination thereof, determined in the manner set
forth in subparagraph (d)(2) above. In addition, if any
additional Series NN Preferred Shares that were to be issued in
payment of dividends accrued with respect to the first fourteen
quarters after June 30, 1991, were not issued prior to the
Redemption Date, then such holder shall also receive, in
satisfaction of such dividends, the additional TDS Common Shares,
USCC Common Shares, or a combination thereof, determined in the
manner set forth in subparagraph (d)(2) above, which such holder
would have received if such additional shares had been issued and
had been tendered for redemption.
-5-
<PAGE>
(4) The amount and kind of securities or property
to be delivered pursuant to subparagraph (c)(1) or (d)(2) above
shall be subject to adjustment from time to time as follows:
(A) In case USCC shall (i) take a record of
the holders of USCC Common Shares for the purpose of entitling
them to receive a dividend payable in USCC Common Shares, (ii)
subdivide the outstanding USCC Common Shares, or (iii) combine
the outstanding USCC Common Shares into a smaller number of
shares, the Redemption Ratio shall be adjusted (or further
adjusted in the case of successive such events) so that each
holder of Series NN Preferred Shares shall thereafter be entitled
upon the redemption of each share thereof held by him to receive
for each such share the number of USCC Common Shares which he
would have owned or been entitled to receive after the happening
of that one of the events described above which shall have
happened had such Series NN Preferred Share been redeemed
immediately prior to the happening of such event in exchange for
USCC Common Shares, such entitlement to become effective
immediately after the opening of business on the day next
following (x) the record date for such dividend, or (y) the day
upon which such subdivision or combination shall become
effective.
(B) In case USCC shall take a record of the
holders of USCC Common Shares for the purpose of entitling them
to receive an Extraordinary Dividend (as hereinafter defined),
the holder of each Series NN Preferred Share shall be entitled in
each such case to an additional cash payment upon the redemption
of such share in an amount equal to the amount of cash and the
fair market value as of such record date of any property other
than cash that such holder would have been entitled to receive as
a result of such Extraordinary Dividend had such Series NN
Preferred Share been redeemed immediately prior to such record
date in exchange for USCC Common Shares. As used herein the term
"Extraordinary Dividend" means any dividend upon USCC Common
Shares payable in cash and/or in property other than cash if and
to the extent that on the record date thereof the amount of such
cash and the fair market value of such property per USCC Common
Share (when added to all other dividends (other than any dividend
referred to in subparagraph (d)(4)(A) above) previously paid on
USCC Common Shares during the same Payment Period (as hereinafter
defined)) exceeds ten percent of the average Closing Price for
USCC Common Shares for the five trading days ending on such
record date; provided, however, that the term "Extraordinary
Dividend" shall not include any dividend referred to in
subparagraph (d)(4)(A) above. As used herein the term "Payment
Period" means each consecutive 12-month period commencing on July
1, 1991, and each anniversary thereof.
(C) No adjustment in the number of TDS or
USCC Common Shares, as the case may be, to which any holder is
entitled pursuant to the application of subparagraph (d)(4)(A)
above shall be required unless such adjustment would require an
-6-
<PAGE>
increase or decrease of at least 1/10th of a TDS or USCC Common
Share, as the case may be; provided, however, that any
adjustments which by reason of this clause (C) are not required
to be made shall be carried forward and taken into account in any
subsequent adjustment.
(5) Each holder who has given notice pursuant to
subparagraph (d)(1) above shall deliver the certificate
representing the Series NN Preferred Shares to be redeemed to the
Corporation with the notice of the redemption. In case fewer
than all the shares represented by such certificate are to be
redeemed, a new certificate shall be issued representing the
shares which were not so redeemed.
(e) Redemption in the Event of Organic Change. In
case USCC shall propose to effect any reorganization or
reclassification of its Common Shares, consolidate or merge with
another corporation, or sell to another corporation all or
substantially all of its assets in such a way that holders of its
outstanding Common Shares shall be entitled to receive (either
directly or upon subsequent liquidation) stock, securities, cash
or other property with respect to or in exchange for such Common
Shares (collectively, any "Organic Change"), and immediately
after such Organic Change TDS or USCC would no longer be under
common control within the meaning of Rule 405 promulgated by the
Securities and Exchange Commission (the "SEC") under the
Securities Act of 1933, as amended (a "Disaffiliation
Transaction"), or USCC or TDS shall propose to effect any
transaction or series of transactions of the type described in
paragraph (a)(3)(i) of Rule 13e-3 promulgated by the SEC under
the Securities Exchange Act of 1934, as amended, in which USCC is
the "issuer", which has one of the effects described in paragraph
(a)(3)(ii) of such Rule (a "Going Private Transaction"), then TDS
shall deliver a notice of redemption (as described in
subparagraph (c)(3) above) to each holder of Series NN Preferred
Shares at least ten business days prior to the earliest date (the
"Effective Date") on which holders of USCC Common Shares shall
become entitled to receive stock, securities, cash or other
property in connection with such Disaffiliation Transaction or
such Going Private Transaction. Such notice of redemption shall
specify the Effective Date and each Series NN Preferred Share
shall be redeemed on a date (the "Accelerated Redemption Date")
which is not later than the last business day preceding such
Effective Date by delivering that number of USCC Common Shares
for which such Series NN Preferred Share might have been redeemed
immediately prior to such Disaffiliation Transaction or such
Going Private Transaction, plus that number of USCC Common Shares
which the holder of such Series NN Preferred Share would have
been entitled to receive if all of the additional Series NN
Preferred Shares to be issued in payment of accrued dividends for
the first fourteen fiscal quarters after June 30, 1991, pursuant
to the proviso in paragraph (b) above, had been issued and
immediately redeemed for USCC Common Shares on the Accelerated
Redemption Date; provided, however, that in case the
-7-
<PAGE>
consideration to be received by the holders of USCC Common Shares
in connection with a Going Private Transaction consists of equity
securities of TDS, then each Series NN Preferred Share shall be
redeemed on the Effective Date by delivering that number of TDS
Common Shares having a Market Value as of the Effective Date
equal to the Market Value on such date of (i) that number of USCC
Common Shares for which such Series NN Preferred Share might have
been redeemed immediately prior to such Going Private
Transaction, and (ii) that number of USCC Common Shares which the
holder of such Series NN Preferred Share would have been entitled
to receive if all of the additional Series NN Preferred Shares to
be issued in payment of accrued dividends for the first fourteen
quarters after June 30, 1991, pursuant to the proviso in
paragraph (b) above, had been issued and immediately redeemed for
USCC Common Shares on the last business day immediately preceding
the Effective Date.
(f) No Fractional Shares. No fractional TDS Common
Shares or USCC Common Shares shall be issued upon the redemption
of Series NN Preferred Shares, nor shall cash adjustments be made
for fractional shares upon such redemption.
(g) Terminology. For purposes of this Statement, the
term "TDS Common Shares" and the term "USCC Common Shares" shall
mean (A) the class of stock designated as the Common Shares of
the Corporation and the Common Shares of USCC, respectively, on
the date this Statement is filed with the Iowa Secretary of
State, or (B) any other class of stock resulting from successive
changes or reclassifications of such class consisting solely of a
change in par value, or a change from no par value to par value.
(h) Voting Rights.
(1) With respect to all matters, each holder of
Series NN Preferred Shares shall be entitled to one vote for each
share of such stock standing in the name of the holder on the
books of the Corporation.
(2) With respect to the election of directors,
the holders of Series NN Preferred Shares shall have class voting
rights (voting together with the holders of (i) other Preferred
Shares that are entitled to vote thereon and that were issued
after October 31, 1981, and (ii) Series A Common Shares) to the
extent provided in Article IV of the Articles of Incorporation of
the Corporation.
(i) Preference Value in Liquidation. The amount
payable upon each Series NN Preferred Share in the event of
either voluntary or involuntary liquidation shall be $100.00.
-8-
<PAGE>
TELEPHONE AND DATA SYSTEMS, INC.
----------------------------------
Statement of Designation, Preferences and Rights
of
$9.00 Cumulative Convertible and Redeemable
Voting Series O, Preferred Shares,
without par value, Stated Value $100 Per Share
----------------------------------
1. The name of the corporation is TELEPHONE AND DATA
SYSTEMS, INC.
2. A copy of the resolution of the Board of Directors
establishing and designating the $9.00 Cumulative Convertible and
Redeemable Voting Series O Preferred Shares and fixing and
determining the relative rights and preferences thereof is
attached hereto as Exhibit A and is made a part of this
statement.
3. The aforesaid resolution was adopted as of August
17, 1984.
4. The aforesaid resolution was duly adopted by the
Board of Directors of TELEPHONE AND DATA SYSTEMS, INC.
IN WITNESS WHEREOF, we have hereunto subscribed our
names and affixed the seal of this corporation this 11th day of
October, 1984.
TELEPHONE AND DATA SYSTEMS, INC.
/s/ LeRoy T. Carlson
----------------------------
LeRoy T. Carlson, President
/s/ Bertram T. Ebzery
----------------------------
Bertram T. Ebzery, Assistant
Secretary
[CORPORATE SEAL]
<PAGE>
STATE OF ILLINOIS )
) SS.
COUNTY OF COOK )
On this 11th day of October, 1984, before me, a Notary
Public, in and for said county, personally appeared Bertram T.
Ebzery, who, being by me duly sworn, did say that he is the
Assistant Secretary of Telephone and Data Systems, Inc. and that
the attached instrument was signed and sealed on behalf of the
said Corporation by authority of its Board of Directors and the
said Bertram T. Ebzery acknowledges the execution of said
instrument to be the voluntary act and deed of said Corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and
seal the day and year before written.
/s/ Notary Public
----------------------------
Notary Public
[NOTARIAL SEAL]
-2-
<PAGE>
STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS
OF
$9.00 CUMULATIVE CONVERTIBLE AND REDEEMABLE
VOTING SERIES O PREFERRED SHARES,
WITHOUT PAR VALUE, STATED VALUE $100.00 PER SHARE
----------------------------------------------------
RESOLVED, that pursuant to the authority expressly
granted to and vested in the board of directors of the
Corporation by the Articles of Incorporation, the board of
directors hereby creates and authorizes the issuance of a series
of the Preferred Shares of the Corporation to consist originally
of One Thousand Three Hundred Eighty-Three (1,383) shares, and
hereby fixes the designation, relative rights and preferences
thereof as follows:
(a) Designation - The designation of the series of
Preferred Shares created by this resolution shall be "$9.00
Cumulative Convertible and Redeemable Voting Series O Preferred
Shares" (hereinafter referred to as the "Series O Preferred
Shares"). The Series O Preferred Shares shall have no par value
but shall have a stated value of $100.00 per share.
(b) Dividends - The holders of the Series O Preferred
Shares shall be entitled to receive, when and as declared by the
board of directors of the Corporation, out of any assets of the
Corporation available for dividends pursuant to the laws of the
State of Iowa, preferential dividends at the rate of nine dollars
($9.00) per annum per share and no more. The dividends, when
payable, shall be paid quarterly on the first days of March,
June, September and December in each year (prorated if the period
such stock is outstanding prior to the first quarterly dividend
date is less than a calendar quarter), before any dividends shall
be declared or paid upon or set apart for the Common Shares or
Series A Common Shares of the Corporation for that quarter. Such
dividends upon the Series O Preferred Shares shall be cumulative
from the date of issue thereof so that if dividends for any past
dividend period at the rate of nine dollars ($9.00) per annum per
share shall not have been paid thereon or declared and a sum
sufficient for payment thereof set apart, the deficiency shall be
fully paid or set apart but without interest, before any dividend
shall be paid upon or set apart for the Common Shares or Series A
Common Shares; provided, however, that no dividends shall be
declared on the shares of any series of preferred stock for any
dividend period unless the full dividend for all prior dividend
periods shall have been declared or shall be declared at the same
time upon all preferred stock outstanding during such prior
dividend periods, and further provided that no dividends shall be
declared on the shares of any series of preferred stock unless a
dividend for the same period shall be declared at the same time
upon all preferred stock outstanding during said period in like
proportion to the dividend rate upon such shares. Whenever the
full dividend upon all series of preferred stock for all past
dividend periods shall have been paid and the full dividend
-3-
<PAGE>
thereon for the then current dividend period shall have been paid
or declared and a sum sufficient for the payment thereof set
apart, dividends upon the Common Shares or Series A Common Shares
may be declared by the board of directors out of the remainder of
the assets available therefor.
(c) Redemption -
(1) Unless such shares have been converted
pursuant to paragraph (f) hereof prior to January 1, 1990,
the Corporation may, at its option from time to time and in
such amounts as it may determine, redeem the Series O
Preferred Shares for $100.00 per share plus an amount equal
to all dividends accrued and unpaid thereon to the
redemption date.
(2) Unless such shares have been converted
pursuant to paragraph (f) hereof prior to January 1, 1990,
the holder of Series O Preferred Shares may, at the holder's
option, during the period commencing January 1, 1990 and
ending December 31, 1999, elect to have redeemed in any one
year as much as one-third (1/3) of the number of Series O
Preferred Shares held by such person on January 1, 1990.
(3) Notice of an election under either of the
redemption provisions in subparagraphs (1) and (2) above
shall be mailed (i) in case of a redemption at the election
of the Corporation to each holder of Series O Preferred
Shares to be redeemed or (ii) in the case of a redemption at
the election of the holder of Series O Preferred Shares to
the Corporation not less than thirty (30) days prior to the
date upon which such stock is to be redeemed. In case less
than all of the outstanding Series O Preferred Shares are to
be redeemed by the Corporation, the amount to be redeemed
and the method of effecting such redemption, whether by lot
or pro rata or otherwise, may be determined by the Board of
Directors. If on or before the redemption date specified in
such notice, the funds necessary for such redemption shall
have been set aside by the Corporation so as to be available
for payment on demand to the holders of the Series O
Preferred Shares so called for or requesting redemption,
then, notwithstanding that any certificate representing
Series O Preferred Shares so called for or requesting
redemption shall not have been surrendered for cancellation,
the dividends thereon shall cease to accrue from and after
the date of such redemption so specified, and all rights
with respect to such Series O Preferred Shares so called for
or requesting redemption, including any right to vote or
otherwise participate in the determination of any proposed
corporate action, shall forthwith after such redemption date
cease and terminate, except only the right of the holder to
receive the redemption price therefor, but without interest.
Series O Preferred Shares redeemed pursuant to the
provisions hereof or any such shares purchased or otherwise
-4-
<PAGE>
acquired shall not be reissued but shall be cancelled and
proceedings shall be taken in the manner prescribed by
statute to reduce the number of outstanding Series O
Preferred Shares accordingly.
(d) Voting Rights -
(1) For all purposes, the holders of Series O
Preferred Shares shall be entitled to one vote for each
share of such stock standing in the name of the holder on
the books of the Corporation.
(2) Subject to the rights, if any, of the holders
of one or more series of Preferred Shares, voting as a
class, to elect one or more directors, in the election of
directors, the holders of Series O Preferred Shares shall
vote together as one class with the Series A Common Shares
and shall be entitled to elect 75% of the total number of
directors of the Corporation (rounded down to the nearest
whole number). The total number of directors of the
Corporation shall be determined without regard to any
director(s) whom the holders of one or more series of
Preferred Shares, voting as a class, have elected or have
the right to elect. In the event the number of issued and
outstanding Series A Common Shares at any time falls below
500,000, then with respect to the election of directors at
the next annual meeting thereafter the holders of Common
Shares, Series A Common Shares and Preferred Shares shall be
entitled to elect all of the directors of the Corporation.
(e) Pre-emptive Rights - No holder of any Series O
Preferred Shares shall have any pre-emptive right to subscribe
for or acquire additional shares of the Corporation of the same
or any other class or series, whether such shares be hereby or
hereafter authorized; and no holder of Series O Preferred Shares
shall have any pre-emptive right to acquire any shares which may
be held in the treasury of the Corporation; all such additional
or treasury shares may be sold for such consideration at such
time and to such person or persons as the board of directors may
from time to time determine.
(f) Conversion -
(1) (A) The Series O Preferred Shares shall be
convertible into the Corporation's Common Shares as
hereinafter provided, and when and as so converted,
such Series O Preferred Shares shall be cancelled and
retired and shall not be reissued as such. Commencing
upon issuance and terminating at the close of business
on December 31, 1988, the Series O Preferred Shares may
be converted, upon sixty (60) days' written notice to
the Corporation, into Common Shares of the Corporation
at the rate of nine (9) Common Shares for each Series O
Preferred Share. Thereafter, until the close of
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<PAGE>
business on December 31, 1989, the Series O Preferred Shares may
be converted, upon sixty (60) days' written notice to the
Corporation, into Common Shares of the Corporation at the rate of
eight (8) Common Shares for each Series O Preferred Share. On
presentation and surrender to the Corporation at its offices of
the certificates representing the Series O Preferred Shares to be
converted, the holder thereof shall be entitled to receive in
exchange therefor certificates for fully paid and non-assessable
Common Shares of the Corporation at the rate aforesaid, all under
suitable regulations to be prescribed by the board of directors
of the Corporation. Conversion of Series O Preferred Shares in
the manner aforesaid shall not affect the right of the converting
holder thereof to receive dividends accrued but unpaid thereon as
of the dividend payment date immediately prior to conversion.
(B) Notwithstanding the provisions of subclause
(A) above, if the Market Value (as defined below) of a
Common Share does not exceed $12.875 per share on each
of five consecutive trading days for at least two
periods of five days each from the date of issuance to
December 31, 1987, then the Corporation will deliver
additional Common Shares to qualified shareholders, in
an amount equal to the Price Differential (as defined
below). The payment of additional Common Shares is
limited to those shareholders electing to receive stock
in connection with the acquisition of Chatham Telephone
Company and others who receive such stock from such
shareholders through inheritance or gift, and who
complete the conversion of their Series O Preferred
Shares, as provided herein, prior to August 1, 1988,
and is further limited to those Common Shares owned by
the shareholder on August 1, 1988 which were (i) issued
in the original distribution of Series O Preferred
Shares, or (ii) acquired pursuant to a conversion of
Series O Preferred Shares (the "Qualified Shares").
For purposes of calculating the number of additional
Common Shares to be issued, the value of each
additional Common Share being issued shall be the
highest average Market Value for two periods of five
consecutive trading days from the date of issuance
through December 31, 1987. This value is referred to
hereinafter as the "Additional Share Value." The
number of additional Common Shares to be issued shall
be determined by dividing the Price Differential by the
Additional Share Value. No fractional shares will be
issued in connection with the payment of additional
shares. An equivalent amount of cash for such
fractional shares shall be distributed based upon the
Additional Share Value.
For purposes hereof:
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<PAGE>
1. "Market Value" means the high sales price of
a Common Share, as reported in the Wall
Street Journal.
2. "Price Differential" means the difference
between the highest average Market Value for
five (5) consecutive trading days during the
period from the date of issuance through
December 31, 1987, and $12.875, multiplied by
the number of Qualified Shares.
(2) The number of Common Shares into which each
Series O Preferred Share is convertible shall be subject to
adjustment from time to time as set forth in subclauses (A)
and (B) of this subparagraph (2):
(A) In case the Corporation shall (i) pay a
dividend on its Common Shares in shares of the
Corporation, (ii) subdivide its outstanding Common
Shares, (iii) combine the outstanding Common Shares
into a smaller number of shares or (iv) issue by
reclassification of its Common Shares (whether pursuant
to a merger or consolidation or otherwise) any shares
of the Corporation, then the holder of each Series O
Preferred Share shall be entitled to receive upon the
conversion of such share, the number of shares of the
Corporation which the holder would have owned or would
have been entitled to receive after the happening of
any of the events described above had such share been
converted immediately prior to the happening of such
event. An adjustment made pursuant to this provision
shall become effective retroactively with respect to
conversions made subsequent to the record date in the
case of a dividend, and shall become effective on the
effective date in the case of a subdivision,
combination or reclassification.
(B) No adjustment in the conversion rate shall be
required unless such adjustment would require an
increase or decrease in such rate of at least one-tenth
(1/10) of a Common Share; provided, however, that any
adjustments which by reason of this clause (B) are not
required to be made shall be carried forward and taken
into account by any subsequent adjustment.
(3) The Corporation shall at all times reserve
and keep available out of its authorized Common Shares,
solely for the purpose of issuance upon conversion of Series
O Preferred Shares as herein provided, such number of Common
Shares as shall then be issuable upon the conversion of all
outstanding Series O Preferred Shares.
(4) Fractional Common Shares shall not be issued
upon conversion of Series O Preferred Shares, nor shall cash
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<PAGE>
adjustments be made for fractional shares upon such conversion.
(5) For the purposes of this paragraph (f), the
term "Common Shares" shall mean (A) the class of stock
designated as the Common Shares of the Corporation at the
date of these Amended Articles of Incorporation, or (B) any
other class of stock resulting from successive changes or
reclassifications of such class consisting solely of a
change in par value, or a change from no par value to par
value.
(g) Liquidation Rights - In the event of any
liquidation, dissolution or winding up of the affairs of the
Corporation, whether voluntary or involuntary, the holders of the
Series O Preferred Shares shall be entitled, before any assets of
the Corporation shall be distributed among or paid over to the
holders of Common Shares or Series A Common Shares, to receive
out of the assets of the Corporation $100.00 per Series O
Preferred Share. If upon any such dissolution, liquidation or
winding up, the assets of the Corporation available for payment
to shareholders are not sufficient to make payment in full to the
holders of the Series O Preferred Shares, payment shall be made
to such holders ratably in accordance with the number of shares
held by them and, in case there shall then be more than one
series of preferred stock outstanding at that time, ratably in
accordance with the respective distributive amount to which such
holders shall be entitled.
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<PAGE>
ARTICLES OF AMENDMENT
OF
TELEPHONE AND DATA SYSTEMS, INC.
TO THE SECRETARY OF STATE OF THE STATE OF IOWA:
Pursuant to section 1002 or 1006 of the Iowa Business
Corporation Act, the undersigned corporation adopts the following
amendment to the corporation's articles of incorporation.
- -----------------------------------------------------------------
Statement of Designation of Preference and Right
of
Redeemable Voting
Series OO Preferred Shares, without par value,
Stated Value $100.00 Per Share
- -----------------------------------------------------------------
1. The name of the corporation is Telephone and Data
Systems, Inc.
2. A copy of the resolution of the Board of Directors
establishing and designating the Redeemable Voting Series OO
Preferred Shares and fixing and determining the relative rights
and preferences thereof is attached hereto as Exhibit A and is
made a part of this statement.
3. The aforesaid resolution was adopted as of December
31, 1990.
4. The aforesaid resolution was duly adopted by the
Board of Directors of TELEPHONE AND DATA SYSTEMS, INC. No
shareholder vote was required.
IN WITNESS WHEREOF, I have hereunto subscribed my name
as of this 16th day of April, 1991.
TELEPHONE AND DATA SYSTEMS, INC.
By:/s/ LeRoy T. Carlson
----------------------------
LeRoy T. Carlson, Chairman
<PAGE>
Exhibit A
STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS OF
REDEEMABLE VOTING SERIES OO PREFERRED SHARES
RESOLVED, that pursuant to the authority expressly
granted to and vested in the board of directors of the Corpora-
tion by the Articles of Incorporation of the Corporation, the
board of directors hereby creates and authorizes the issuance of
a series of the Preferred Shares of the Corporation to consist
originally of Sixty-One Thousand One Hundred and Thirty-Two
(61,132) shares, and hereby fixes the designation and the rela-
tive rights and preferences thereof as follows:
(a) Designation. The designation of the series of
Preferred Shares created by this resolution shall be "Redeemable
Voting Series OO Preferred Shares" (hereinafter referred to as
the "Series OO Preferred Shares"). The Series OO Preferred
Shares shall have no par value but shall have a stated value of
$100.00 per share.
(b) Dividends. Each holder of a Series OO Preferred
Share shall be entitled to receive, when, as and if declared by
the board of directors of the Corporation, cumulative dividends
during each fiscal quarter to the extent set forth below. Such
dividends shall commence to accrue (whether or not declared),
without interest, with the fiscal quarter ending September 30,
1991, at a per annum rate of four dollars ($4.00) per share and
shall be paid (if and when declared) in cash on the first
business day after the end of the quarter for which accrued;
provided, however, that any dividends accrued with respect to the
first eighteen quarters after June 30, 1991, shall be paid by
issuing additional Series OO Preferred Shares at the annual rate
of .04 of a share for each outstanding Series OO Preferred Share;
and such dividends shall accrue thereafter at a per annum rate of
six dollars ($6.00) per share. If with respect to any of the
first eighteen quarters after June 30, 1991, any of the
additional Series OO Preferred Shares to be paid in satisfaction
of the dividend then accrued are not issued, then, for the
purpose of determining the cumulative dividends to which each
holder of Series OO Preferred Shares shall thereafter be entitled
to receive with respect to subsequent fiscal quarters ended on or
before December 31, 1995, the additional Series OO Preferred
Shares not so issued shall be deemed to have been issued as of
the first business day following the fiscal quarter for which
accrued and to accrue dividends commencing with the quarter in
which deemed to be issued.
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<PAGE>
(c) Redemption at Election of Corporation.
(1) Unless the Corporation shall have received
written notice of the holder's election to have the Series OO
Preferred Shares redeemed in accordance with paragraph (d) hereof
on or before January 31, 1996, the Series OO Preferred Shares
shall thereafter be redeemable, in whole or in part from time to
time, at the option of the Corporation, upon giving notice as
provided in subparagraph (c)(2) hereof, by delivering, at the
option of the Corporation, on any date set for redemption (the
"Redemption Date"), for each Series 00 Preferred Share, (i) 5.8
(the "Redemption Ratio") fully paid and nonassessable Common
Shares, par value $1.00 per share ("USCC Common Shares"), of
United States Cellular Corporation, a Delaware corporation
("USCC"), or (ii) that number of Common Shares, par value $1.00
per share, of the Corporation ("TDS Common Shares") having a
Market Value equal to the Market Value of one USCC Common Share
multiplied by the Redemption Ratio, or (iii) a combination of
USCC Common Shares and TDS Common Shares having an aggregate
Market Value equal to the Market Value of one USCC Common Share
multiplied by the Redemption Ratio, or (iv) cash (paid by
certified check) equal to the Market Value of one USCC Common
Share multiplied by the Redemption Ratio.
(2) Notice of an election under the redemption
provision in subparagraph (c)(1) above shall be mailed (by first
class, postage prepaid) to each holder of Series OO Preferred
Shares to be redeemed at the address appearing on the records of
the Corporation not less than thirty (30) days prior to the
Redemption Date. If the Corporation elects to redeem any of the
Series OO Preferred Shares in cash and, on or before the
Redemption Date specified in such notice, the funds necessary for
such redemption shall have been set aside by the Corporation so
as to be available for payment to the holders of Series OO
Preferred Shares so called for redemption upon such holders'
surrender of such Series OO Preferred Shares to the Corporation,
then, notwithstanding that any certificate representing Series OO
Preferred Shares so called for redemption shall not have been
surrendered for cancellation, the dividends thereon shall cease
to accrue from and after the Redemption Date and all rights with
respect to such Series OO Preferred Shares so called for
redemption, including any right to vote or otherwise participate
in the determination of any proposed corporate action, shall
terminate at the close of business on such Redemption Date,
except only the right of the holder to receive the Redemption
Price therefor, but without interest.
(3) Each notice of redemption shall state:
(A) the Redemption Date;
(B) the number of Series OO Preferred Shares
to be redeemed and, if less than all the shares are to be
redeemed, the number of shares to be redeemed and the manner in
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<PAGE>
which the number of shares to be redeemed from each holder will
be determined;
(C) whether the Redemption Price will be
paid in cash (by certified check), by the issuance of TDS Common
Shares, by the transfer of USCC Common Shares, or by a
combination thereof; and
(D) the place where certificates for the
Series OO Preferred Shares are to be surrendered for payment of
the Redemption Price.
(4) Each holder of Series OO Preferred Shares to
be redeemed shall present and surrender his certificate for such
shares to the Corporation at the place designated in such notice.
Within two business days after the date of such presentation or,
if later, upon the Redemption Date, the Redemption Price of such
shares shall be paid to or on the order of the person whose name
appears on such certificate as the owner thereof and each
surrendered certificate shall be cancelled. In case fewer than
all the shares represented by any certificate are redeemed, a new
certificate shall be issued representing the unredeemed shares.
From and after the Redemption Date (unless the Corporation shall
default in payment of the Redemption Price), all rights of the
holders thereof as shareholders of the Corporation, except the
right to receive the Redemption Price thereof, without interest,
upon the surrender of certificates representing the same, shall
cease and terminate, such shares shall not thereafter be
transferred (except with the consent of the Corporation) on the
books of the Corporation, and such shares shall not be deemed to
be outstanding for any purpose whatsoever.
(5) For purposes of this Statement, (A) the
"Market Value" per share of TDS Common Shares or USCC Common
Shares at any time as of which such value is to be determined
shall be deemed to be the average "Closing Price" (as defined
below) for TDS or USCC Common Shares, as the case may be, for the
five trading days ending on the fifth business day preceding the
relevant Redemption Date, Accelerated Redemption Date or
effective date of a Going Private Transaction of the type
referred to in subparagraph (d)(4)(C) below, (B) a "business day"
means a day on which the New York Stock Exchange or other
principal stock exchange or over-the-counter market on which the
TDS or USCC Common Shares, as the case may be, are traded was
open for at least one-half of its normal business day, and
(C) the "Closing Price" on any day shall be the last sale price
of such shares, regular way, as reported in a composite published
report of transactions which includes transactions on the
exchange or other principal markets in which such shares are
traded or, if there is no such composite report as to any such
day, the last reported sale price, regular way (or if there is no
such reported sale on such day, the average of the closing
reported bid and asked prices) on the principal United States
securities trading market (whether a stock exchange, National
-4-
<PAGE>
Association of Securities Dealers Automated Quotation System or
otherwise) on which such shares are traded.
(d) Redemption at Election of Holder.
(1) The Series OO Preferred Shares shall be
redeemable at the option of the holder thereof, on January 31,
1996, upon written notice given by such holder, at the office or
agency maintained by the Corporation for that purpose. Each such
notice shall state the number of Series OO Preferred Shares to be
redeemed, if less than all the shares held by the holder giving
such notice.
(2) Each Series OO Preferred Share tendered to
the Corporation for redemption pursuant to subparagraph (d)(1)
above shall be redeemed by the Corporation on the date specified
in the notice (and permitted by this Statement) referred to in
subparagraph (d)(1) above (which shall be the "Redemption Date"
of such shares), by delivering, at the option of the Corporation,
(i) that number of fully paid and nonassessable USCC Common
Shares determined by multiplying one (1) by the Redemption Ratio,
or (ii) that number of TDS Common Shares having a Market Value
equal to the Market Value of one USCC Common Share multiplied by
the Redemption Ratio, or (iii) a combination of USCC Common
Shares and TDS Common Shares having an aggregate Market Value
equal to the Market Value of one USCC Common Share multiplied by
the Redemption Ratio.
(3) Upon presentation and surrender of the
certificate representing the Series OO Preferred Shares to be
redeemed, the holder thereof shall be entitled to receive in
exchange therefor a certificate or certificates representing the
fully paid and nonassessable TDS Common Shares, USCC Common
Shares, or a combination thereof, determined in the manner set
forth in subparagraph (d)(2) above. In addition, if any
additional Series OO Preferred Shares that were to be issued in
payment of dividends accrued with respect to the first eighteen
quarters after June 30, 1991, were not issued prior to the
Redemption Date, then such holder shall also receive, in
satisfaction of such dividends, the additional TDS Common Shares,
USCC Common Shares, or a combination thereof, determined in the
manner set forth in subparagraph (d)(2) above, which such holder
would have received if such additional shares had been issued and
had been tendered for redemption.
(4) The amount and kind of securities or property
to be delivered pursuant to subparagraph (c)(1) or (d)(2) above
shall be subject to adjustment from time to time as follows:
(A) In case USCC shall (i) take a record of
the holders of USCC Common Shares for the purpose of entitling
them to receive a dividend payable in USCC Common Shares, (ii)
subdivide the outstanding USCC Common Shares, or (iii) combine
the outstanding USCC Common Shares into a smaller number of
-5-
<PAGE>
shares, the Redemption Ratio shall be adjusted (or further
adjusted in the case of successive such events) so that each
holder of Series OO Preferred Shares shall thereafter be entitled
upon the redemption of each share thereof held by him to receive
for each such share the number of USCC Common Shares which he
would have owned or been entitled to receive after the happening
of that one of the events described above which shall have
happened had such Series OO Preferred Share been redeemed
immediately prior to the happening of such event in exchange for
USCC Common Shares, such entitlement to become effective
immediately after the opening of business on the day next
following (x) the record date for such dividend, or (y) the day
upon which such subdivision or combination shall become
effective.
(B) In case USCC shall take a record of the
holders of USCC Common Shares for the purpose of entitling them
to receive an Extraordinary Dividend (as hereinafter defined),
the holder of each Series OO Preferred Share shall be entitled in
each such case to an additional cash payment upon the redemption
of such share in an amount equal to the amount of cash and the
fair market value as of such record date of any property other
than cash that such holder would have been entitled to receive as
a result of such Extraordinary Dividend had such Series OO
Preferred Share been redeemed immediately prior to such record
date in exchange for USCC Common Shares. As used herein the term
"Extraordinary Dividend" means any dividend upon USCC Common
Shares payable in cash and/or in property other than cash if and
to the extent that on the record date thereof the amount of such
cash and the fair market value of such property per USCC Common
Share (when added to all other dividends (other than any dividend
referred to in subparagraph (d)(4)(A) above) previously paid on
USCC Common Shares during the same Payment Period (as hereinafter
defined)) exceeds ten percent of the average Closing Price for
USCC Common Shares for the five trading days ending on such
record date; provided, however, that the term "Extraordinary
Dividend" shall not include any dividend referred to in
subparagraph (d)(4)(A) above. As used herein the term "Payment
Period" means each consecutive 12-month period commencing on
July 1, 1991, and each anniversary thereof.
(C) No adjustment in the number of TDS or
USCC Common Shares, as the case may be, to which any holder is
entitled pursuant to the application of subparagraph (d)(4)(A)
above shall be required unless such adjustment would require an
increase or decrease of at least 1/10th of a TDS or USCC Common
Share, as the case may be; provided, however, that any
adjustments which by reason of this clause (C) are not required
to be made shall be carried forward and taken into account in any
subsequent adjustment.
(5) Each holder who has given notice pursuant to
subparagraph (d)(1) above shall deliver the certificate
representing the Series OO Preferred Shares to be redeemed to the
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<PAGE>
Corporation with the notice of the redemption. In case fewer
than all the shares represented by such certificate are to be
redeemed, a new certificate shall be issued representing the
shares which were not so redeemed.
(e) Redemption in the Event of Organic Change. In
case USCC shall propose to effect any reorganization or
reclassification of its Common Shares, consolidate or merge with
another corporation, or sell to another corporation all or
substantially all of its assets in such a way that holders of its
outstanding Common Shares shall be entitled to receive (either
directly or upon subsequent liquidation) stock, securities, cash
or other property with respect to or in exchange for such Common
Shares (collectively, any "Organic Change"), and immediately
after such Organic Change TDS or USCC would no longer be under
common control within the meaning of Rule 405 promulgated by the
Securities and Exchange Commission (the "SEC") under the
Securities Act of 1933, as amended (a "Disaffiliation
Transaction"), or USCC or TDS shall propose to effect any
transaction or series of transactions of the type described in
paragraph (a)(3)(i) of Rule 13e-3 promulgated by the SEC under
the Securities Exchange Act of 1934, as amended, in which USCC is
the "issuer", which has one of the effects described in paragraph
(a)(3)(ii) of such Rule (a "Going Private Transaction"), then TDS
shall deliver a notice of redemption (as described in
subparagraph (c)(3) above) to each holder of Series OO Preferred
Shares at least ten business days prior to the earliest date (the
"Effective Date") on which holders of USCC Common Shares shall
become entitled to receive stock, securities, cash or other
property in connection with such Disaffiliation Transaction or
such Going Private Transaction. Such notice of redemption shall
specify the Effective Date and each Series OO Preferred Share
shall be redeemed on a date (the "Accelerated Redemption Date")
which is not later than the last business day preceding such
Effective Date by delivering that number of USCC Common Shares
for which such Series OO Preferred Share might have been redeemed
immediately prior to such Disaffiliation Transaction or such
Going Private Transaction, plus that number of USCC Common Shares
which the holder of such Series OO Preferred Share would have
been entitled to receive if all of the additional Series OO
Preferred Shares to be issued in payment of accrued dividends for
the first eighteen fiscal quarters after June 30, 1991, pursuant
to the proviso in paragraph (b) above, had been issued and
immediately redeemed for USCC Common Shares on the Accelerated
Redemption Date; provided, however, that in case the
consideration to be received by the holders of USCC Common Shares
in connection with a Going Private Transaction consists of equity
securities of TDS, then each Series OO Preferred Share shall be
redeemed on the Effective Date by delivering that number of TDS
Common Shares having a Market Value as of the Effective Date
equal to the Market Value on such date of (i) that number of USCC
Common Shares for which such Series OO Preferred Share might have
been redeemed immediately prior to such Going Private
Transaction, and (ii) that number of USCC Common Shares which the
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<PAGE>
holder of such Series OO Preferred Share would have been entitled
to receive if all of the additional Series OO Preferred Shares to
be issued in payment of accrued dividends for the first eighteen
quarters after June 30, 1991, pursuant to the proviso in
paragraph (b) above, had been issued and immediately redeemed for
USCC Common Shares on the last business day immediately preceding
the Effective Date.
(f) No Fractional Shares. No fractional TDS Common
Shares or USCC Common Shares shall be issued upon the redemption
of Series OO Preferred Shares, nor shall cash adjustments be made
for fractional shares upon such redemption.
(g) Terminology. For purposes of this Statement, the
term "TDS Common Shares" and the term "USCC Common Shares" shall
mean (A) the class of stock designated as the Common Shares of
the Corporation and the Common Shares of USCC, respectively, on
the date this Statement is filed with the Iowa Secretary of
State, or (B) any other class of stock resulting from successive
changes or reclassifications of such class consisting solely of a
change in par value, or a change from no par value to par value.
(h) Voting Rights.
(1) With respect to all matters, each holder of
Series OO Preferred Shares shall be entitled to one vote for each
share of such stock standing in the name of the holder on the
books of the Corporation.
(2) With respect to the election of directors,
the holders of Series OO Preferred Shares shall have class voting
rights (voting together with the holders of (i) other Preferred
Shares that are entitled to vote thereon and that were issued
after October 31, 1981, and (ii) Series A Common Shares) to the
extent provided in Article IV of the Articles of Incorporation of
the Corporation.
(i) Preference Value in Liquidation. The amount
payable upon each Series OO Preferred Share in the event of
either voluntary or involuntary liquidation shall be $100.00.
-8-
<PAGE>
STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS
OF
$8.50 CUMULATIVE, CONVERTIBLE AND REDEEMABLE
VOTING SERIES P PREFERRED SHARES
STATED VALUE $100.00 PER SHARE
---------------------------------------------------
RESOLVED, that pursuant to the authority expressly
granted to and vested in the board of directors of the
Corporation by the Articles of Incorporation, the board of
directors hereby creates and authorizes the issuance of a series
of the Preferred Shares of the Corporation to consist originally
of Twenty Thousand and One (20,001) shares, and hereby fixes the
designation, relative rights and preferences thereof as follows:
(a) Designation - The designation of the series of
Preferred Shares created by this resolution shall be "$8.50
Cumulative, Convertible and Redeemable Voting Series P Preferred
Shares" (hereinafter referred to as the "Series P Preferred
Shares"). The Series P Preferred Shares shall have no par value
but shall have a stated value of $100.00 per share.
(b) Dividends - The rate of dividend payable upon
Series P Preferred Shares shall be eight and 50/100 dollars
($8.50) per share per annum.
(c) Voting Rights -
(1) With respect to all matters, each holder of
Series P Preferred Shares shall be entitled to one vote for
each share of such stock standing in the name of the holder
on the books of the Corporation.
(2) With respect to the election of directors,
the holders of Series P Preferred Shares shall have class
voting rights (voting together with the holders of (i) other
Preferred Shares that are entitled to vote thereon and that
were issued after October 31, 1981, and (ii) Series A Common
Shares) to the extent provided in Article IV of the Articles
of Incorporation of the Corporation.
(d) Conversion -
(1) The Series P Preferred Shares shall be
convertible into the Corporation's Common Shares as
hereinafter provided, and when and as so converted, such
Series P Preferred Shares shall be cancelled and retired and
shall not be reissued as such. Commencing upon issuance and
continuing through the day before the fourth anniversary of
their issuance, the Series P Preferred Shares shall be
converted, upon written notice to the Corporation, into
Common Shares of the Corporation at the rate of nine (9)
Common Shares for each Series P Preferred Share. Thereafter
through the day before the fifth anniversary of their
<PAGE>
issuance, the Series P Preferred Shares shall be converted, upon
written notice to the Corporation, into Common shares of the
Corporation at the rate of eight (8) Common Shares for each
Series P Preferred Share. Written notice of intent to convert,
if not delivered to the Corporation, must be postmarked not later
that midnight the day before the fourth or fifth anniversary of
the issuance of the Series P Preferred Shares, as the case may
be. The holders of Series P Preferred Shares shall be entitled
to receive in exchange therefor certificates for the fully paid
and non-assessable Common Shares of the Corporation at the rate
aforesaid, within thirty (30) days following the later of (i)
receipt of written notice of intent to convert, and (ii)
presentation and surrender to the Corporation at its offices of
the certificates representing Series P Preferred Shares to be
converted, all under suitable regulations to be prescribed by the
board of directors of the Corporation. Conversion of Series P
Preferred Shares in the manner aforesaid shall not affect the
right of the converting holder thereof to receive dividends
accrued but unpaid thereon as of the dividend payment date
immediately prior to conversion.
(2) The number of Common Shares into which each
Series P Preferred Share is convertible shall be subject to
adjustment from time to time as set forth in clauses (A) and
(B) of this subparagraph (2):
(A) In case the Corporation shall (i) pay a
dividend on its Common Shares in shares of the
Corporation (ii) subdivide its outstanding Common
Shares, (iii) combine the outstanding Common Shares
into a smaller number of shares or (iv) issue by
reclassification of its Common Shares (whether pursuant
to a merger or consolidation or otherwise) any shares
of the Corporation, then the holder of each Series P
Preferred Share shall be entitled to receive upon the
conversion of such share, the number of shares of the
Corporation which he would have owned or would have
been entitled to receive after the happening of any of
the events described above had such share been
converted immediately prior to the happening of such
event. An adjustment made pursuant to this provision
shall become effective retroactively with respect to
conversions made subsequently to the record date in the
case of a dividend, and shall become effective on the
effective date in the case of a subdivision,
combination or reclassification.
(B) No adjustment in the conversion rate shall be
required unless such adjustment would require an
increase or decrease in such rate of at least one-tenth
(1/10) of a Common Share; provided, however, that any
adjustments which by reason of this clause (B) are not
-2-
<PAGE>
required to be made shall be carried forward and taken
into account in any subsequent adjustment.
(3) The Corporation shall at all times reserve
and keep available out of its authorized Common Shares,
solely for the purpose of issuance upon conversion of Series
P Preferred Shares as herein provided, such number of Common
Shares as shall then be issuable upon the conversion of all
outstanding Series P Preferred Shares.
(4) Fractional Common Shares of Common Shares
shall not be issued upon conversion of Series P Preferred
Shares, nor shall cash adjustments be made for fractional
shares upon such conversion.
(5) For purposes of this paragraph (f), the term
"Common Shares" shall mean (A) the class of stock designated
as the Common Shares of the Corporation at the date of these
Amended Articles of Incorporation, or (B) any other class of
stock resulting from successive changes or reclassifications
of such class consisting solely of a change in par value, or
a change from no par value to par value.
(e) Redemption -
(1) Unless such shares have been converted, or
notice of intent to convert has been given pursuant to
paragraph (d) hereof, prior to the fifth anniversary of the
issuance of the Series P Preferred Shares, the Corporation
shall, thereafter on each subsequent anniversary of the date
of issue thereof, redeem one-tenth of the number of Series P
Preferred Shares outstanding on the fifth anniversary of
their issuance until all such shares have been redeemed.
(2) The holder of Series P Preferred Shares may,
at his option, during any two years of the redemption
period, elect to have redeemed as much as twenty percent
(20%) of the amount held by the holder on the fifth
anniversary of their issuance.
(3) Notice of any redemption shall be mailed to
each holder of Series P Preferred Shares to be redeemed not
less than thirty (30) days prior to the date upon which such
stock is to be redeemed. If on or before the redemption
date specified in such notice, the funds necessary for such
redemption shall have been set aside by the Corporation so
as to be available for payment on demand to the holders of
the Series P Preferred Shares so called for redemption then,
notwithstanding that any certificate representing Series P
Preferred Shares so called for redemption shall not have
been surrendered for cancellation, the dividends thereon
shall cease to accrue from and after the date of such
redemption so specified, and all rights with respect to such
Series P Preferred Shares so called for redemption,
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<PAGE>
including any right to vote or otherwise participate in the
determination of any proposed corporate action, shall
forthwith after such redemption date cease and terminate,
except only the right of the holder to receive the
redemption price therefor, but without interest. Series P
Preferred Shares redeemed pursuant to the provisions hereof
or any such shares purchased or otherwise acquired shall not
be reissued but shall be cancelled and proceedings shall be
taken in the manner prescribed by statute to reduce the
number of outstanding Series P Preferred Shares accordingly.
(f) Liquidation - The amount payable upon each Series
P Preferred Share in the event of either voluntary or involuntary
liquidation shall be $100.00, plus a sum equal to the amount of
all accumulated and unpaid dividends thereon.
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<PAGE>
ARTICLES OF AMENDMENT
OF
TELEPHONE AND DATA SYSTEMS, INC.
TO THE SECRETARY OF STATE OF THE STATE OF IOWA:
Pursuant to section 1002 or 1006 of the Iowa Business
Corporation Act, the undersigned corporation adopts the following
amendment to the corporation's articles of incorporation.
- -----------------------------------------------------------------
Statement of Designation, Preferences, and Rights,
of
Redeemable Voting
Series PP Preferred Shares, without par value,
Stated Value $100.00 Per Share
- -----------------------------------------------------------------
1. The name of the corporation is Telephone and Data
Systems, Inc.
2. A copy of the resolution of the Board of Directors
establishing and designating the Redeemable Voting Series PP
Preferred Shares and fixing and determining the relative rights
and preferences thereof is attached hereto as Exhibit 1 and is
made a part of this statement.
3. The aforesaid resolution was adopted as of March
25, 1991.
4. The aforesaid resolution was duly adopted by the
Board of Directors of TELEPHONE AND DATA SYSTEMS, INC. No
shareholder vote was required.
IN WITNESS WHEREOF, I have hereunto subscribed my name
as of this 25th day of March, 1991.
TELEPHONE AND DATA SYSTEMS, INC.
By:/s/ LeRoy T. Carlson
----------------------------
LeRoy T. Carlson, Chairman
<PAGE>
Exhibit 1
STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS OF
REDEEMABLE VOTING SERIES PP PREFERRED SHARES
RESOLVED, that pursuant to the authority expressly
granted to and vested in the board of directors of the Corpora-
tion by the Articles of Incorporation of the Corporation, the
board of directors hereby creates and authorizes the issuance of
a series of the Preferred Shares of the Corporation to consist
originally of Fifty-Three Thousand One Hundred and Thirty-Four
(53,134) shares, and hereby fixes the designation and the rela-
tive rights and preferences thereof as follows:
(a) Designation. The designation of the series of
Preferred Shares created by this resolution shall be "Redeemable
Voting Series PP Preferred Shares" (hereinafter referred to as
the "Series PP Preferred Shares"). The Series PP Preferred
Shares shall have no par value but shall have a stated value of
$100.00 per share.
(b) Dividends. Each holder of a Series PP Preferred
Share shall be entitled to receive, when, as and if declared by
the board of directors of the Corporation, cumulative dividends
during each fiscal quarter to the extent set forth below. Such
dividends shall commence to accrue (whether or not declared),
without interest, with the fiscal quarter ending December 31,
1991, at a per annum rate of four dollars ($4.00) per share and
shall be paid (if and when declared) in cash on the first
business day after the end of the quarter for which accrued;
provided, however, that any dividends accrued with respect to the
first seventeen quarters after September 30, 1991, shall be paid
by issuing additional Series PP Preferred Shares at the annual
rate of .04 of a share for each outstanding Series PP Preferred
Share; and such dividends shall accrue thereafter at a per annum
rate of six dollars ($6.00) per share. If with respect to any of
the first seventeen quarters after September 30, 1991, any of the
additional Series PP Preferred Shares to be paid in satisfaction
of the dividend then accrued are not issued, then, for the
purpose of determining the cumulative dividends to which each
holder of Series PP Preferred Shares shall thereafter be entitled
to receive with respect to subsequent fiscal quarters ended on or
before December 31, 1995, the additional Series PP Preferred
Shares not so issued shall be deemed to have been issued as of
the first business day following the fiscal quarter for which
accrued and to accrue dividends commencing with the quarter in
which deemed to be issued.
-2-
<PAGE>
(c) Redemption at Election of Corporation.
(1) Unless the Corporation shall have received
written notice of the holder's election to have the Series PP
Preferred Shares redeemed in accordance with paragraph (d) hereof
on or before January 31, 1996, the Series PP Preferred Shares
shall thereafter be redeemable, in whole or in part from time to
time, at the option of the Corporation, upon giving notice as
provided in subparagraph (c)(2) hereof, by delivering, at the
option of the Corporation, on any date set for redemption (the
"Redemption Date"), for Each Series PP Share (i) 5.03143 (the
"Redemption Ratio") fully paid and nonassessable Common Shares,
par value $1.00 per share ("USCC Common Shares"), of United
States Cellular Corporation, a Delaware corporation ("USCC"), or
(ii) that number of Common Shares, par value $1.00 per share, of
the Corporation ("TDS Common Shares") having a Market Value equal
to the Market Value of one USCC Common Share multiplied by the
Redemption Ratio, or (iii) a combination of USCC Common Shares
and TDS Common Shares having an aggregate Market Value equal to
the Market Value of one USCC Common Share multiplied by the
Redemption Ratio, or (iv) cash (paid by certified check) equal to
the Market Value of one USCC Common Share multiplied by the
Redemption Ratio.
(2) Notice of an election under the redemption
provision in subparagraph (c)(1) above shall be mailed (by first
class, postage prepaid) to each holder of Series PP Preferred
Shares to be redeemed at the address appearing on the records of
the Corporation not less than thirty (30) days prior to the
Redemption Date. If the Corporation elects to redeem any of the
Series PP Preferred Shares in cash and, on or before the
Redemption Date specified in such notice, the funds necessary for
such redemption shall have been set aside by the Corporation so
as to be available for payment to the holders of Series PP
Preferred Shares so called for redemption upon such holders'
surrender of such Series PP Preferred Shares to the Corporation,
then, notwithstanding that any certificate representing Series PP
Preferred Shares so called for redemption shall not have been
surrendered for cancellation, the dividends thereon shall cease
to accrue from and after the Redemption Date and all rights with
respect to such Series PP Preferred Shares so called for
redemption, including any right to vote or otherwise participate
in the determination of any proposed corporate action, shall
terminate at the close of business on such Redemption Date,
except only the right of the holder to receive the Redemption
Price therefor, but without interest.
(3) Each notice of redemption shall state:
(A) the Redemption Date;
(B) the number of Series PP Preferred Shares
to be redeemed and, if less than all the shares are to be
redeemed, the number of shares to be redeemed and the manner in
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<PAGE>
which the number of shares to be redeemed from each holder will
be determined;
(C) whether the Redemption Price will be
paid in cash (by certified check), by the issuance of TDS Common
Shares, by the transfer of USCC Common Shares, or by a
combination thereof; and
(D) the place where certificates for the
Series PP Preferred Shares are to be surrendered for payment of
the Redemption Price.
(4) Each holder of Series PP Preferred Shares to
be redeemed shall present and surrender his certificate for such
shares to the Corporation at the place designated in such notice.
Within two business days after the date of such presentation or,
if later, upon the Redemption Date, the Redemption Price of such
shares shall be paid to or on the order of the person whose name
appears on such certificate as the owner thereof and each
surrendered certificate shall be cancelled. In case fewer than
all the shares represented by any certificate are redeemed, a new
certificate shall be issued representing the unredeemed shares.
From and after the Redemption Date (unless the Corporation shall
default in payment of the Redemption Price), all rights of the
holders thereof as shareholders of the Corporation, except the
right to receive the Redemption Price thereof, without interest,
upon the surrender of certificates representing the same, shall
cease and terminate, such shares shall not thereafter be
transferred (except with the consent of the Corporation) on the
books of the Corporation, and such shares shall not be deemed to
be outstanding for any purpose whatsoever.
(5) For purposes of this Statement, (A) the
"Market Value" per share of TDS Common Shares or USCC Common
Shares at any time as of which such value is to be determined
shall be deemed to be the average "Closing Price" (as defined
below) for TDS or USCC Common Shares, as the case may be, for the
five trading days ending on the fifth business day preceding the
relevant Redemption Date, Accelerated Redemption Date or
effective date of a Going Private Transaction of the type
referred to in subparagraph (d)(4)(C) below, (B) a "business day"
means a day on which the New York Stock Exchange or other
principal stock exchange or over-the-counter market on which the
TDS or USCC Common Shares, as the case may be, are traded was
open for at least one-half of its normal business day, and (C)
the "Closing Price" on any day shall be the last sale price of
such shares, regular way, as reported in a composite published
report of transactions which includes transactions on the
exchange or other principal markets in which such shares are
traded or, if there is no such composite report as to any such
day, the last reported sale price, regular way (or if there is no
such reported sale on such day, the average of the closing
reported bid and asked prices) on the principal United States
securities trading market (whether a stock exchange, National
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<PAGE>
Association of Securities Dealers Automated Quotation System or
otherwise) on which such shares are traded.
(d) Redemption at Election of Holder.
(1) The Series PP Preferred Shares shall be
redeemable in whole but not in part at the option of the holder
thereof, on January 31, 1996, upon written notice given by such
holder, at the office or agency maintained by the Corporation for
that purpose.
(2) Each Series PP Preferred Share tendered to
the Corporation for redemption pursuant to subparagraph (d)(1)
above shall be redeemed by the Corporation on the date specified
in the notice (and permitted by this Statement) referred to in
subparagraph (d)(1) above (which shall be the "Redemption Date"
of such shares), by delivering, at the option of the Corporation,
(i) that number of fully paid and nonassessable USCC Common
Shares determined by multiplying one (1) by the Redemption Ratio,
or (ii) that number of TDS Common Shares having a Market Value
equal to the Market Value of one USCC Common Share multiplied by
the Redemption Ratio, or (iii) a combination of USCC Common
Shares and TDS Common Shares having an aggregate Market Value
equal to the Market Value of one USCC Common Share multiplied by
the Redemption Ratio.
(3) Upon presentation and surrender of the
certificate representing the Series PP Preferred Shares to be
redeemed, the holder thereof shall be entitled to receive in
exchange therefor a certificate or certificates representing the
fully paid and nonassessable TDS Common Shares, USCC Common
Shares, or a combination thereof, determined in the manner set
forth in subparagraph (d)(2) above. In addition, if any
additional Series PP Preferred Shares that were to be issued in
payment of dividends accrued with respect to the first seventeen
quarters after September 30, 1991, were not issued prior to the
Redemption Date, then such holder shall also receive, in
satisfaction of such dividends, the additional TDS Common Shares,
USCC Common Shares, or a combination thereof, determined in the
manner set forth in subparagraph (d)(2) above, which such holder
would have received if such additional shares had been issued and
had been tendered for redemption.
(4) The amount and kind of securities or property
to be delivered pursuant to subparagraph (c)(1) or (d)(2) above
shall be subject to adjustment from time to time as follows:
(A) In case USCC shall (i) take a record of
the holders of USCC Common Shares for the purpose of entitling
them to receive a dividend payable in USCC Common Shares, (ii)
subdivide the outstanding USCC Common Shares, or (iii) combine
the outstanding USCC Common Shares into a smaller number of
shares, the Redemption Ratio shall be adjusted (or further
adjusted in the case of successive such events) so that each
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<PAGE>
holder of Series PP Preferred Shares shall thereafter be entitled
upon the redemption of each share thereof held by him to receive
for each such share the number of USCC Common Shares which he
would have owned or been entitled to receive after the happening
of that one of the events described above which shall have
happened had such Series PP Preferred Share been redeemed
immediately prior to the happening of such event in exchange for
USCC Common Shares, such entitlement to become effective
immediately after the opening of business on the day next
following (x) the record date for such dividend, or (y) the day
upon which such subdivision or combination shall become
effective.
(B) In case USCC shall take a record of the
holders of USCC Common Shares for the purpose of entitling them
to receive an Extraordinary Dividend (as hereinafter defined),
the holder of each Series PP Preferred Share shall be entitled in
each such case to an additional cash payment upon the redemption
of such share in an amount equal to the amount of cash and the
fair market value as of such record date of any property other
than cash that such holder would have been entitled to receive as
a result of such Extraordinary Dividend had such Series PP
Preferred Share been redeemed immediately prior to such record
date in exchange for USCC Common Shares. As used herein the term
"Extraordinary Dividend" means any dividend upon USCC Common
Shares payable in cash and/or in property other than cash if and
to the extent that on the record date thereof the amount of such
cash and the fair market value of such property per USCC Common
Share (when added to all other dividends (other than any dividend
referred to in subparagraph (d)(4)(A) above) previously paid on
USCC Common Shares during the same Payment Period (as hereinafter
defined)) exceeds ten percent of the average Closing Price for
USCC Common Shares for the five trading days ending on such
record date; provided, however, that the term "Extraordinary
Dividend" shall not include any dividend referred to in
subparagraph (d)(4)(A) above. As used herein the term "Payment
Period" means each consecutive 12-month period commencing on
October 1, 1991, and each anniversary thereof.
(C) In case USCC shall effect a Going
Private Transaction (as hereinafter defined) in which the
consideration to be received by the holders of USCC Common Shares
consists of equity securities of TDS, then, notwithstanding any
provision of this Statement to the contrary, upon the subsequent
redemption of the Series PP Preferred Shares, each Series PP
Preferred Share tendered to the Corporation for redemption
pursuant to subparagraph (c)(1) or (d)(1) above shall be redeemed
by the Corporation on the Redemption Date specified in the
redemption notice (and otherwise permitted by this Statement) by
delivering that number of TDS Common Shares having a Market Value
as of the effective date of such Going Private Transaction equal
to the Market Value on such date of that number of USCC Common
Shares for which such Series PP Preferred Share might have been
redeemed immediately prior to such Going Private Transaction,
-6-
<PAGE>
plus that number of USCC Common Shares which the holder of such
Series PP Preferred Share would have been entitled to receive if
all of the additional Series PP Preferred Shares to be issued in
payments of accrued dividends for the first seventeen quarters
after September 30, 1991, pursuant to the proviso in paragraph
(b) above, had been issued and immediately redeemed for USCC
Common Shares on the last business day immediately preceding the
effective date of such Going Private Transaction. The TDS Common
Shares to be delivered pursuant to this paragraph (d)(4)(C) shall
be subject to adjustment from time to time after the effective
date of a Going Private Transaction of the type referred to in
this subparagraph pursuant to subparagraphs (d)(4)(A) and (B) as
if such subparagraphs referred to TDS and TDS Common Shares
rather than USCC and USCC Common Shares, respectively.
(D) No adjustment in the number of TDS or
USCC Common Shares, as the case may be, to which any holder is
entitled pursuant to the application of subparagraph (d)(4)(A)
above shall be required unless such adjustment would require an
increase or decrease of at least 1/10th of a TDS or USCC Common
Share, as the case may be; provided, however, that any
adjustments which by reason of this clause (D) are not required
to be made shall be carried forward and taken into account in any
subsequent adjustment.
(5) Each holder who has given notice pursuant to
subparagraph (d)(1) above shall deliver the certificate
representing all of his Series PP Preferred Shares to the
Corporation with the notice of the redemption.
(e) Redemption in the Event of Organic Change. In
case USCC shall propose to effect any reorganization or
reclassification of USCC Common Shares, consolidate or merge with
another corporation, or sell to another corporation all or
substantially all of its assets in such a way that holders of its
outstanding USCC Common Shares shall be entitled to receive
(either directly or upon subsequent liquidation) stock,
securities, cash or other property with respect to or in exchange
for such USCC Common Shares (collectively, any "Organic Change"),
and immediately after such Organic Change TDS or USCC would no
longer be under common control within the meaning of Rule 405
promulgated by the Securities and Exchange Commission (the "SEC")
under the Securities Act of 1933, as amended (a "Disaffiliation
Transaction"), or USCC or TDS shall propose to effect any
transaction or series of transactions of the type described in
paragraph (a)(3)(i) of Rule 13e-3 promulgated by the SEC under
the Securities Exchange Act of 1934, as amended, in which USCC is
the "issuer", which has one of the effects described in paragraph
(a)(3)(ii) of such Rule (a "Going Private Transaction"), and in
which the consideration to be received by the holders of USCC
Common Shares is something other than equity securities of TDS,
then TDS shall deliver a notice of redemption (as described in
subparagraph (c)(3) above) to each holder of Series PP Preferred
Shares at least ten business days prior to the earliest date (the
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<PAGE>
"Effective Date") on which holders of USCC Common Shares shall
become entitled to receive stock, securities, cash or other
property in connection with such Disaffiliation Transaction or
such Going Private Transaction. Such notice of redemption shall
specify the Effective Date and each Series PP Preferred Share
shall be redeemed on a date (the "Accelerated Redemption Date")
which is not later than the last business day preceding such
Effective Date by the delivery by the Corporation of that number
of USCC Common Shares for which such Series PP Preferred Share
might have been redeemed immediately prior to such Disaffiliation
Transaction or such Going Private Transaction, plus that number
of USCC Common Shares which the holder of such Series PP
Preferred Share would have been entitled to receive if all of the
additional Series PP Preferred Shares to be issued in payment of
accrued dividends for the first seventeen fiscal quarters after
September 30, 1991, pursuant to the proviso in paragraph (b)
above, had been issued and immediately redeemed for USCC Common
Shares on the Accelerated Redemption Date.
(f) No Fractional Shares. No fractional TDS Common
Shares or USCC Common Shares shall be issued upon the redemption
of Series PP Preferred Shares, nor shall cash adjustments be made
for fractional shares upon such redemption.
(g) Terminology. For purposes of this Statement, the
term "TDS Common Shares" and the term "USCC Common Shares" shall
mean (A) the class of stock designated as the Common Shares of
the Corporation and the Common Shares of USCC, respectively, on
the date this Statement is filed with the Iowa Secretary of
State, or (B) any other class of stock resulting from successive
changes or reclassifications of such class consisting solely of a
change in par value, or a change from no par value to par value.
(h) Voting Rights.
(1) With respect to all matters, each holder of
Series PP Preferred Shares shall be entitled to one vote for each
share of such stock standing in the name of the holder on the
books of the Corporation.
(2) With respect to the election of directors,
the holders of Series PP Preferred Shares shall have class voting
rights (voting together with the holders of (i) other Preferred
Shares that are entitled to vote thereon and that were issued
after October 31, 1981, and (ii) Series A Common Shares) to the
extent provided in Article IV of the Articles of Incorporation of
the Corporation.
(i) Preference Value in Liquidation. The amount
payable upon each Series PP Preferred Share in the event of
either voluntary or involuntary liquidation shall be $100.00.
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<PAGE>
TELEPHONE AND DATA SYSTEMS, INC.
----------------------------------
Statement of Designation, Preferences and Rights
of
$8.00 Cumulative Convertible and Redeemable
Voting Series Q, Preferred Shares,
without par value, Stated Value $100 Per Share
----------------------------------
1. The name of the corporation is TELEPHONE AND DATA
SYSTEMS, INC.
2. A copy of the resolution of the Board of Directors
establishing and designating the $8.00 Cumulative Convertible and
Redeemable Voting Series Q Preferred Shares, as amended, and
fixing and determining the relative rights and preferences
thereof is attached hereto as Exhibit A and is made a part of
this statement.
3. The aforesaid resolution was adopted as of January
10, 1985.
4. The aforesaid resolution was duly adopted by the
Board of Directors of TELEPHONE AND DATA SYSTEMS, INC.
IN WITNESS WHEREOF, we have hereunto subscribed our
names and affixed the seal of said corporation this 10th day of
January, 1985.
TELEPHONE AND DATA SYSTEMS, INC.
By /s/ LeRoy T. Carlson
----------------------------
LeRoy T. Carlson, Chairman
/s/ Michael G. Hron
----------------------------
Michael G. Hron, Secretary
<PAGE>
STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS
OF
$8.00 CUMULATIVE CONVERTIBLE AND REDEEMABLE
VOTING SERIES Q PREFERRED SHARES,
WITHOUT PAR VALUE, STATED VALUE $100.00 PER SHARE
---------------------------------------------------
RESOLVED, that pursuant to the authority expressly
granted to and vested in the board of directors of the
Corporation by the Articles of Incorporation, the board of
directors hereby creates and authorizes the issuance of a series
of the Preferred Shares of the Corporation to consist originally
of fifteen thousand (15,000) shares, and hereby fixes the
designation, relative rights and preferences thereof as follows:
(a) Designation - The designation of the series of
Preferred Shares created by this resolution shall be "$8.00
Cumulative Convertible and Redeemable Voting Series Q Preferred
Shares" (hereinafter referred to as the "Series Q Preferred
Shares"). The Series Q Preferred Shares shall have no par value
but shall have a stated value of $100.00 per share.
(b) Dividends - The holders of Series Q Preferred
Shares shall be entitled to receive, when and as declared by the
board of directors of the Corporation, out of any assets of the
Corporation available for dividends pursuant to the laws of the
State of Iowa, preferential dividends at the rate of eight
dollars ($8.00) per annum per share and no more. The dividends,
when payable, shall be paid quarterly on the first days of
January, April, July and October in each year (prorated if the
period such stock is outstanding prior to the first quarterly
dividend date is less than a calendar quarter), before any
dividends shall be declared or paid upon or set apart for the
Common Shares or Series A Common Shares of the Corporation for
that quarter. Such dividends upon the Series Q Preferred Shares
shall be cumulative from the date of issue thereof so that if
dividends for any past dividend period at the rate of eight
dollars ($8.00) per annum per share shall not have been paid
thereon or declared and a sum sufficient for payment thereof set
apart, the deficiency shall be fully paid or set apart but
without interest, before any dividend shall be paid upon or set
apart for the Common Shares or Series A Common Shares; provided,
however, that no dividends shall be declared on the shares of any
series of preferred stock for any dividend period unless the full
dividend for all prior dividend periods shall have been declared
or shall be declared at the same time upon all preferred stock
outstanding during such prior dividend periods, and further
provided that no dividends shall be declared on the shares of any
series of preferred stock unless a dividend for the same period
shall be declared at the same time upon all preferred stock
outstanding during said period in like proportion to the dividend
rate upon such shares. Whenever the full dividend upon all
series of the preferred stock for all past dividend periods shall
have been paid and the full dividend thereon for the then current
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<PAGE>
dividend period shall have been paid or declared and a sum
sufficient for the payment thereof set apart, dividends upon the
Common Shares or Series A Common Shares may be declared by the
board of directors out of the remainder of the assets available
therefor.
(c) Redemption -
(1) Unless the Series Q Preferred Shares have
been converted, or written notice of intent to convert,
pursuant to paragraph (f) hereof, has been received by the
Corporation on or before January 18, 1990, the Corporation
may, at its option at any time thereafter, redeem all of the
then outstanding Series Q Preferred Shares for $100.00 per
share.
(2) Commencing January 18, 1986 and on each
subsequent January 18 through 1991 (the "Redemption Date")
the Corporation shall redeem, at the option of each holder
of Series Q Preferred Shares and upon delivery of
certificates representing such shares to the Corporation,
pro rata from each holder of Series Q Preferred Shares, for
$100.00 per share, up to the aggregate amounts set forth
below:
January 18, 1986 2,500 shares
January 18, 1987 2,500 shares
January 18, 1988 2,500 shares
January 18, 1989 2,500 shares
January 18, 1990 2,500 shares
January 18, 1991 2,500 shares
-------------
Total 15,000 shares
Notwithstanding the previous sentence, the number of Series
Q Preferred Shares which the Corporation may be called upon
to redeem on each Redemption Date shall be reduced on a
share-for-share basis by the number of Series Q Preferred
Shares that have been converted, or for which the
Corporation has received written notice of intent to
convert, pursuant to the terms of paragraph (f) hereof, on
or before December 31 of each year. In any year in which
the number of Series Q Preferred Shares converted exceeds
the number which would otherwise be redeemable on the next
succeeding Redemption Date, such excess shall be carried
forward, aggregated with subsequent conversions and deducted
from the number of shares redeemable on succeeding
Redemption Dates.
(3) Notice of an election under the redemption
provision in subparagraph (1) above shall be delivered to
each holder of Series Q Preferred Shares to be redeemed at
the address appearing on the records of the Corporation. If
on or before the redemption date specified in such notice,
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<PAGE>
the funds necessary for such redemption shall have been set aside
by the Corporation so as to be available for payment on demand to
the holder of Series Q Preferred Shares so called for redemption,
then, notwithstanding that any certificate representing Series Q
Preferred Shares so called for redemption shall not have been
surrendered for cancellation, the dividends thereon shall cease
to accrue from and after the date of such redemption so
specified, and all rights with respect to such Series Q Preferred
Shares so called for redemption, including any right to vote or
otherwise participate in the determination of any proposed
corporate action, shall forthwith after such redemption date
cease and terminate, except only the right of the holder to
receive the redemption price therefor, but without interest.
Series Q Preferred Shares redeemed pursuant to the provisions
hereof or any such shares purchased or otherwise acquired shall
not be reissued but shall be cancelled and proceedings shall be
taken in the manner prescribed by statute to reduce the number of
outstanding Series Q Preferred Shares accordingly.
(d) Voting Rights -
(1) For all purposes, the holders of Series Q
Preferred Shares shall be entitled to one vote for each
share of such stock standing in the name of the holder on
the books of the Corporation.
(2) Subject to the rights, if any, of the holders
of one or more series of Preferred Shares, voting as a
class, to elect one or more directors, in the election of
directors, the holders of Series Q Preferred Shares shall
vote together as one class with the Series A Common Shares
and shall be entitled to elect 75% of the total number of
directors of the Corporation (rounded down to the nearest
whole number). The total number of directors of the
Corporation shall be determined without regard to any
director(s) whom the holders of one or more series of
Preferred Shares, voting as a class, have elected or have
the right to elect. In the event the number of issued and
outstanding Series A Common Shares at any time falls below
500,000, then with respect to the election of directors at
the next annual meeting thereafter the holders of Common
Shares, Series A Common Shares and Preferred Shares shall be
entitled to elect all of the directors of the Corporation.
(e) Pre-emptive Rights - No holder of any Series Q
Preferred Shares shall have any pre-emptive right to subscribe
for or acquire additional shares of the Corporation of the same
or any other class or series, whether such shares be hereby or
hereafter authorized; and no holder of Series Q Preferred Shares
shall have any pre-emptive right to acquire any shares which may
be held in the treasury of the Corporation; all such additional
or treasury shares may be sold for such consideration at such
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<PAGE>
time and to such person or persons as the board of directors may
from time to time determine.
(f) Conversion -
(1) The Series Q Preferred Shares shall be
convertible into the Corporation's Common Shares as
hereinafter provided, and when and as so converted, such
Series Q Preferred Shares shall be cancelled and retired and
shall not be reissued as such. Commencing upon issuance and
continuing until the close of business on December 31, 1990,
the Series Q Preferred Shares shall be converted, upon
written notice to the Corporation, into Common Shares of the
Corporation at the rate of nine (9) Common Shares for each
Series Q Preferred Share. The holders of Series Q Preferred
Shares shall be entitled to receive in exchange therefor
certificates for fully paid and non-assessable Common Shares
of the Corporation at the rate aforesaid within fifteen (15)
days following the later of (i) receipt of written notice of
intent to convert, and (ii) presentation and surrender to
the Corporation at its offices of the certificates
representing Series Q Preferred Shares to be converted, all
under suitable regulations to be prescribed by the board of
directors of the Corporation.
(2) The number of Common Shares into which each
Series Q Preferred Share is convertible shall be subject to
adjustment from time to time as set forth in subclauses (A)
and (B) of this subparagraph (2):
(A) In case the Corporation shall (i) pay a
dividend on its Common Shares in shares of the
Corporation, (ii) subdivide its outstanding Common
Shares, (iii) combine the outstanding Common Shares
into a smaller number of shares or (iv) issue by
reclassification of its Common Shares (whether pursuant
to a merger or consolidation or otherwise) any shares
of the Corporation, then the holder of each Series Q
Preferred Share shall be entitled to receive upon the
conversion of such share, the number of shares of the
Corporation which the holder would have owned or would
have been entitled to receive after the happening of
any of the events described above had such share been
converted immediately prior to the happening of such
event. An adjustment made pursuant to this provision
shall become effective retroactively with respect to
conversions made subsequent to the record date in the
case of a dividend, and shall become effective on the
effective date in the case of a subdivision,
combination or reclassification.
(B) No adjustment in the conversion rate shall be
required unless such adjustment would require an
increase or decrease in such rate of at least one-tenth
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<PAGE>
(1/10) of a Common Share; provided, however, that any adjustments
which by reason of this clause (B) are not required to be made
shall be carried forward and taken into account in any subsequent
adjustment.
(3) The Corporation shall at all times reserve
and keep available out of its authorized Common Shares,
solely for the purpose of issuance upon conversion of Series
Q Preferred Shares as herein provided, such number of Common
Shares as shall then be issuable upon the conversion of all
outstanding Series Q Preferred Shares.
(4) Fractional Common Shares shall not be issued
upon conversion of Series Q Preferred Shares, nor shall cash
adjustments be made for fractional shares upon such
conversion.
(5) For purposes of this paragraph (f), the term
"Common Shares" shall mean (A) the class of stock designated
as the Common Shares of the Corporation at the date of these
Amended Articles of Incorporation, or (B) any other class of
stock resulting from successive changes or reclassifications
of such class consisting solely of a change in par value, or
a change from no par value to par value.
(g) Liquidation Rights - In the event of any
liquidation, dissolution, or winding up of the affairs of the
Corporation, whether voluntary or involuntary, the holders of the
Series Q Preferred Shares shall be entitled, before any assets of
the Corporation shall be distributed among or paid over to the
holders of Common Shares or Series A Common Shares, to receive
out of the assets of the Corporation $100.00 per Series Q
Preferred Share. If upon any such dissolution, liquidation or
winding up, the assets of the Corporation available for payment
to shareholders are not sufficient to make payment in full to the
holders of the Series Q Preferred Shares, payment shall be made
to such holders ratably in accordance with the number of shares
held by them, and in case there shall then be more than one
series of preferred stock outstanding at that time, ratably in
accordance with the respective distributive amount to which such
holders shall be entitled.
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<PAGE>
ARTICLES OF AMENDMENT
OF
TELEPHONE AND DATA SYSTEMS, INC.
TO THE SECRETARY OF STATE OF THE STATE OF IOWA:
Pursuant to section 1002 or 1006 of the Iowa Business
Corporation Act, the undersigned corporation adopts the following
amendment to the corporation's articles of incorporation.
- -----------------------------------------------------------------
Statement of Designation, Preferences, and Rights,
of
Redeemable Voting
Series QQ Preferred Shares, without par value,
Stated Value $100.00 Per Share
- -----------------------------------------------------------------
1. The name of the corporation is Telephone and Data
Systems, Inc.
2. A copy of the resolution of the Board of Directors
establishing and designating the Redeemable Voting Series QQ
Preferred Shares and fixing and determining the relative rights
and preferences thereof is attached hereto as Exhibit A and is
made a part of this statement.
3. The aforesaid resolution was adopted as of July 18,
1991.
4. The aforesaid resolution was duly adopted by the
Board of Directors of TELEPHONE AND DATA SYSTEMS, INC. No
shareholder vote was required.
IN WITNESS WHEREOF, I have hereunto subscribed my name
as of this 4th day of October, 1991.
TELEPHONE AND DATA SYSTEMS, INC.
By:/s/ LeRoy T. Carlson
----------------------------
LeRoy T. Carlson, Chairman
<PAGE>
EXHIBIT A
STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS OF
REDEEMABLE VOTING SERIES QQ PREFERRED SHARES
RESOLVED, that pursuant to the authority expressly
granted to and vested in the board of directors of the Corpora-
tion by the Articles of Incorporation of the Corporation, the
board of directors hereby creates and authorizes the issuance of
a series of the Preferred Shares of the Corporation to consist
originally of Ninety-Five Thousand Six Hundred and Thirty-Four
(95,634) shares, and hereby fixes the designation and the rela-
tive rights and preferences thereof as follows:
(a) Designation. The designation of the series of
Preferred Shares created by this resolution shall be "Redeemable
Voting Series QQ Preferred Shares" (hereinafter referred to as
the "Series QQ Preferred Shares"). The Series QQ Preferred
Shares shall have no par value but shall have a stated value of
$100.00 per share.
(b) Dividends. Each holder of a Series QQ Preferred
Share shall be entitled to receive, when, as and if declared by
the board of directors of the Corporation, cumulative dividends
during each fiscal quarter to the extent set forth below. Such
dividends shall commence to accrue (whether or not declared),
without interest, with the fiscal quarter ending December 31,
1991, at a per annum rate of four dollars ($4.00) per share and
shall be paid (if and when declared) in cash on the first
business day after the end of the quarter for which accrued;
provided, however, that any dividends accrued with respect to the
first thirteen quarters after September 30, 1991, shall be paid
by issuing additional Series QQ Preferred Shares at the annual
rate of .04 of a share for each outstanding Series QQ Preferred
Share; and such dividends shall accrue thereafter at a per annum
rate of six dollars ($6.00) per share. If with respect to any of
the first thirteen quarters after September 30, 1991, any of the
additional Series QQ Preferred Shares to be paid in satisfaction
of the dividend then accrued are not issued, then, for the
purpose of determining the cumulative dividends to which each
holder of Series QQ Preferred Shares shall thereafter be entitled
to receive with respect to subsequent fiscal quarters ended on or
before December 31, 1994, the additional Series QQ Preferred
Shares not so issued shall be deemed to have been issued as of
the first business day following the fiscal quarter for which
accrued and to accrue dividends commencing with the quarter in
which deemed to be issued.
(c) Redemption at Election of Corporation.
(1) Unless the holder shall have elected to have
the Series QQ Preferred Shares redeemed in accordance with
paragraph (d)(1) hereof, the Series QQ Preferred Shares shall
thereafter be redeemable in whole but not in part by the
<PAGE>
Corporation, upon giving notice as provided in subparagraph
(c)(2) hereof, by delivering, at the option of the Corporation,
on any date set for redemption (the "Redemption Date"), for each
Series QQ Share (i) 4.35003 (the "Redemption Ratio") fully paid
and nonassessable Common Shares, par value $1.00 per share ("USCC
Common Shares"), of United States Cellular Corporation, a
Delaware corporation ("USCC"), or (ii) that number of Common
Shares, par value $1.00 per share, of the Corporation ("TDS
Common Shares") having a Market Value equal to the Market Value
of one USCC Common Share multiplied by the Redemption Ratio, or
(iii) a combination of USCC Common Shares and TDS Common Shares
having an aggregate Market Value equal to the Market Value of one
USCC Common Share multiplied by the Redemption Ratio, or (iv)
cash (paid by certified check) equal to the Market Value of one
USCC Common Share multiplied by the Redemption Ratio.
(2) Notice of an election under the redemption
provision in subparagraph (c)(1) above shall be mailed (by first
class, postage prepaid) to each holder of Series QQ Preferred
Shares to be redeemed at the address appearing on the records of
the Corporation not less than thirty (30) days prior to the
Redemption Date. If the Corporation elects to redeem any of the
Series QQ Preferred Shares in cash and, on or before the
Redemption Date specified in such notice, the funds necessary for
such redemption shall have been set aside by the Corporation so
as to be available for payment to the holders of Series QQ
Preferred Shares so called for redemption upon such holders'
surrender of such Series QQ Preferred Shares to the Corporation,
then, notwithstanding that any certificate representing Series QQ
Preferred Shares so called for redemption shall not have been
surrendered for cancellation, all rights with respect to such
Series QQ Preferred Shares so called for redemption, including
any right to vote or otherwise participate in the determination
of any proposed corporate action, shall terminate at the close of
business on such Redemption Date, except only the right of the
holder to receive the Redemption Price therefor, but without
interest.
(3) Each notice of redemption shall state:
(A) the Redemption Date;
(B) the number of Series QQ Preferred Shares
to be redeemed;
(C) whether the Redemption Price will be
paid in cash (by certified check), by the issuance of TDS Common
Shares, by the transfer of USCC Common Shares, or by a
combination thereof; and
(D) the place where certificates for the
Series QQ Preferred Shares are to be surrendered for payment of
the Redemption Price.
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<PAGE>
(4) Each holder of Series QQ Preferred Shares to
be redeemed shall present and surrender his certificate for such
shares to the Corporation at the place designated in such notice.
Within two business days after the date of such presentation or,
if later, upon the Redemption Date, the Redemption Price of such
shares shall be paid to or on the order of the person whose name
appears on such certificate as the owner thereof and each
surrendered certificate shall be cancelled. From and after the
Redemption Date (unless the Corporation shall default in payment
of the Redemption Price), all rights of the holders thereof as
shareholders of the Corporation, except the right to receive the
Redemption Price thereof, without interest, upon the surrender of
certificates representing the same, shall cease and terminate,
such shares shall not thereafter be transferred (except with the
consent of the Corporation) on the books of the Corporation, and
such shares shall not be deemed to be outstanding for any purpose
whatsoever.
(5) For purposes of this Statement, (A) the
"Market Value" per share of TDS Common Shares or USCC Common
Shares at any time as of which such value is to be determined
shall be deemed to be the average "Closing Price" (as defined
below) for TDS or USCC Common Shares, as the case may be, for the
five trading days ending on the fifth business day preceding the
relevant Redemption Date, Accelerated Redemption Date or
effective date of a Going Private Transaction of the type
referred to in subparagraph (d)(4)(C) below, (B) a "business day"
means a day on which the New York Stock Exchange or other
principal stock exchange or over-the-counter market on which the
TDS or USCC Common Shares, as the case may be, are traded was
open for at least one-half of its normal business day, and (C)
the "Closing Price" on any day shall be the last sale price of
such shares, regular way, as reported in a composite published
report of transactions which includes transactions on the
exchange or other principal markets in which such shares are
traded or, if there is no such composite report as to any such
day, the last reported sale price, regular way (or if there is no
such reported sale on such day, the average of the closing
reported bid and asked prices) on the principal United States
securities trading market (whether a stock exchange, National
Association of Securities Dealers Automated Quotation System or
otherwise) on which such shares are traded.
(d) Redemption at Election of Holder.
(1) The Series QQ Preferred Shares outstanding on
January 1, 1995, shall be redeemable in whole or in part at the
option of the holder thereof on January 31, 1995, upon written
notice given by such holder at the office or agency maintained by
the Corporation for that purpose.
(2) Each Series QQ Preferred Share tendered to
the Corporation for redemption pursuant to subparagraph (d)(1)
above shall be redeemed by the Corporation on the date specified
-3-
<PAGE>
in the notice (and permitted by this Statement) referred to in
subparagraph (d)(1) above (which shall be the "Redemption Date"
of such shares), by delivering, at the option of the Corporation,
(i) that number of fully paid and nonassessable USCC Common
Shares determined by multiplying one (1) by the Redemption Ratio,
or (ii) that number of TDS Common Shares having a Market Value
equal to the Market Value of one USCC Common Share multiplied by
the Redemption Ratio, or (iii) a combination of USCC Common
Shares and TDS Common Shares having an aggregate Market Value
equal to the Market Value of one USCC Common Share multiplied by
the Redemption Ratio.
(3) Upon presentation and surrender of the
certificate representing the Series QQ Preferred Shares to be
redeemed, the holder thereof shall be entitled to receive in
exchange therefor a certificate or certificates representing the
fully paid and nonassessable TDS Common Shares, USCC Common
Shares, or a combination thereof, determined in the manner set
forth in subparagraph (d)(2) above. In addition, if any
additional Series QQ Preferred Shares that were to be issued in
payment of dividends accrued with respect to the first thirteen
quarters after September 30, 1991, were not issued prior to the
Redemption Date, then such holder shall also receive, in
satisfaction of such dividends, the additional TDS Common Shares,
USCC Common Shares, or a combination thereof, determined in the
manner set forth in subparagraph (d)(2) above, which such holder
would have received if such additional shares had been issued and
had been tendered for redemption.
(4) The amount and kind of securities or property
to be delivered pursuant to subparagraph (c)(1) or (d)(2) above
shall be subject to adjustment from time to time as follows:
(A) In case USCC shall (i) take a record of
the holders of USCC Common Shares for the purpose of entitling
them to receive a dividend payable in USCC Common Shares, (ii)
subdivide the outstanding USCC Common Shares, or (iii) combine
the outstanding USCC Common Shares into a smaller number of
shares, the Redemption Ratio shall be adjusted (or further
adjusted in the case of successive such events) so that each
holder of Series QQ Preferred Shares shall thereafter be entitled
upon the redemption of each share thereof held by him to receive
for each such share the number of USCC Common Shares which he
would have owned or been entitled to receive after the happening
of that one of the events described above which shall have
happened had such Series QQ Preferred Share been redeemed
immediately prior to the happening of such event in exchange for
USCC Common Shares, such entitlement to become effective
immediately after the opening of business on the day next
following (x) the record date for such dividend, or (y) the day
upon which such subdivision or combination shall become
effective.
-4-
<PAGE>
(B) In case USCC shall take a record of the
holders of USCC Common Shares for the purpose of entitling them
to receive an Extraordinary Dividend (as hereinafter defined),
the holder of each Series QQ Preferred Share shall be entitled in
each such case to an additional cash payment upon the redemption
of such share in an amount equal to the amount of cash and the
fair market value as of such record date of any property other
than cash that such holder would have been entitled to receive as
a result of such Extraordinary Dividend had such Series QQ
Preferred Share been redeemed immediately prior to such record
date in exchange for USCC Common Shares. As used herein the term
"Extraordinary Dividend" means any dividend upon USCC Common
Shares payable in cash and/or in property other than cash if and
to the extent that on the record date thereof the amount of such
cash and the fair market value of such property per USCC Common
Share (when added to all other dividends (other than any dividend
referred to in subparagraph (d)(4)(A) above) previously paid on
USCC Common Shares during the same Payment Period (as hereinafter
defined)) exceeds ten percent of the average Closing Price for
USCC Common Shares for the five trading days ending on such
record date; provided, however, that the term "Extraordinary
Dividend" shall not include any dividend referred to in
subparagraph (d)(4)(A) above. As used herein the term "Payment
Period" means each consecutive 12-month period commencing on
October 1, 1991, and each anniversary thereof.
(C) In case USCC shall effect a Going
Private Transaction (as hereinafter defined) in which the
consideration to be received by the holders of USCC Common Shares
consists of equity securities of TDS, then, notwithstanding any
provision of this Statement to the contrary, upon the subsequent
redemption of the Series QQ Preferred Shares, each Series QQ
Preferred Share tendered to the Corporation for redemption
pursuant to subparagraph (c)(2) or (d)(1) above shall be redeemed
by the Corporation on the Redemption Date specified in the
redemption notice (and otherwise permitted by this Statement) by
delivering that number of TDS Common Shares having a Market Value
as of the effective date of such Going Private Transaction equal
to the Market Value on such date of that number of USCC Common
Shares for which such Series QQ Preferred Share might have been
redeemed immediately prior to such Going Private Transaction,
plus that number of USCC Common Shares which the holder of such
Series QQ Preferred Share would have been entitled to receive if
all of the additional Series QQ Preferred Shares to be issued in
payments of accrued dividends for the first thirteen quarters
after September 30, 1991, pursuant to the proviso in paragraph
(b) above, had been issued and immediately redeemed for USCC
Common Shares on the last business day immediately preceding the
effective date of such Going Private Transaction. The TDS Common
Shares to be delivered pursuant to this paragraph (d)(4)(C) shall
be subject to adjustment from time to time after the effective
date of a Going Private Transaction of the type referred to in
this subparagraph pursuant to subparagraphs (d)(4)(A) and (B) as
-5-
<PAGE>
if such subparagraphs referred to TDS and TDS Common Shares
rather than USCC and USCC Common Shares, respectively.
(D) No adjustment in the number of TDS or
USCC Common Shares, as the case may be, to which any holder is
entitled pursuant to the application of subparagraph (d)(4)(A)
above shall be required unless such adjustment would require an
increase or decrease of at least 1/10th of a TDS or USCC Common
Share, as the case may be; provided, however, that any
adjustments which by reason of this clause (D) are not required
to be made shall be carried forward and taken into account in any
subsequent adjustment.
(5) Each holder who has given notice pursuant to
subparagraph (d)(1) above shall deliver the certificate
representing the Series QQ Preferred Shares to be redeemed to the
Corporation with the notice of the redemption. In case fewer
than all the shares represented by any certificate are redeemed,
a new certificate shall be issued representing the unredeemed
shares.
(e) Redemption in the Event of Organic Change. In
case USCC shall propose to effect any reorganization or
reclassification of USCC Common Shares, consolidate or merge with
another corporation, or sell to another corporation all or
substantially all of its assets in such a way that holders of its
outstanding USCC Common Shares shall be entitled to receive
(either directly or upon subsequent liquidation) stock,
securities, cash or other property with respect to or in exchange
for such USCC Common Shares (collectively, any "Organic Change"),
and immediately after such Organic Change TDS or USCC would no
longer be under common control within the meaning of Rule 405
promulgated by the Securities and Exchange Commission (the "SEC")
under the Securities Act of 1933, as amended (a "Disaffiliation
Transaction"), or USCC or TDS shall propose to effect any
transaction or series of transactions of the type described in
paragraph (a)(3)(i) of Rule 13e-3 promulgated by the SEC under
the Securities Exchange Act of 1934, as amended, in which USCC is
the "issuer", which has one of the effects described in paragraph
(a)(3)(ii) of such Rule (a "Going Private Transaction"), and in
which the consideration to be received by the holders of USCC
Common Shares is something other than equity securities of TDS,
then TDS shall deliver a notice of redemption (as described in
subparagraph (c)(3) above) to each holder of Series QQ Preferred
Shares at least ten business days prior to the earliest date (the
"Effective Date") on which holders of USCC Common Shares shall
become entitled to receive stock, securities, cash or other
property in connection with such Disaffiliation Transaction or
such Going Private Transaction. Such notice of redemption shall
specify the Effective Date and each Series QQ Preferred Share
shall be redeemed on a date (the "Accelerated Redemption Date")
which is not later than the last business day preceding such
Effective Date by the delivery by the Corporation of that number
of USCC Common Shares for which such Series QQ Preferred Share
-6-
<PAGE>
might have been redeemed immediately prior to such Disaffiliation
Transaction or such Going Private Transaction, plus that number
of USCC Common Shares which the holder of such Series QQ
Preferred Share would have been entitled to receive if all of the
additional Series QQ Preferred Shares to be issued in payment of
accrued dividends for the first thirteen fiscal quarters after
September 30, 1991, pursuant to the proviso in paragraph (b)
above, had been issued and immediately redeemed for USCC Common
Shares on the Accelerated Redemption Date.
(f) No Fractional Shares. No fractional TDS Common
Shares or USCC Common Shares shall be issued upon the redemption
of Series QQ Preferred Shares, nor shall cash adjustments be made
for fractional shares upon such redemption.
(g) Terminology. For purposes of this Statement, the
term "TDS Common Shares" and the term "USCC Common Shares" shall
mean (A) the class of stock designated as the Common Shares of
the Corporation and the Common Shares of USCC, respectively, on
the date this Statement is filed with the Iowa Secretary of
State, or (B) any other class of stock resulting from successive
changes or reclassifications of such class consisting solely of a
change in par value, or a change from no par value to par value.
(h) Voting Rights.
(1) With respect to all matters, each holder of
Series QQ Preferred Shares shall be entitled to one vote for each
share of such stock standing in the name of the holder on the
books of the Corporation.
(2) With respect to the election of directors,
the holders of Series QQ Preferred Shares shall have class voting
rights (voting together with the holders of (i) other Preferred
Shares that are entitled to vote thereon and that were issued
after October 31, 1981, and (ii) Series A Common Shares) to the
extent provided in Article IV of the Articles of Incorporation of
the Corporation.
(i) Preference Value in Liquidation. The amount
payable upon each Series QQ Preferred Share in the event of
either voluntary or involuntary liquidation shall be $100.00.
-7-
<PAGE>
TELEPHONE AND DATA SYSTEMS, INC.
----------------------------------
Statement of Designation, Preferences and Rights
of
$7.00 Cumulative Convertible and Redeemable
Voting Series R, Preferred Shares,
without par value, Stated Value $100 Per Share
----------------------------------
1. The name of the corporation is TELEPHONE AND DATA
SYSTEMS, INC.
2. A copy of the resolution of the Board of Directors
establishing and designating the $7.00 Cumulative Convertible and
Redeemable Voting Series R Preferred Shares and fixing and
determining the relative rights and preferences thereof is
attached hereto as Exhibit A and is made a part of this
statement.
3. The aforesaid resolution was adopted on September
4, 1985.
4. The aforesaid resolution was duly adopted by the
Board of Directors of TELEPHONE AND DATA SYSTEMS, INC.
IN WITNESS WHEREOF, we have hereunto subscribed our
names and affixed the seal of said corporation this 4th day of
September, 1985.
TELEPHONE AND DATA SYSTEMS, INC.
By /s/ LeRoy T. Carlson
----------------------------
LeRoy T. Carlson, Chairman
/s/ Michael G. Hron
----------------------------
Michael G. Hron, Secretary
[CORPORATE SEAL]
<PAGE>
STATE OF ILLINOIS )
) SS.
COUNTY OF COOK )
On this 4th day of September, 1985, before me, a Notary
Public, in and for said county, personally appeared Michael G.
Hron, who, being by me duly sworn, did say that he is the
Secretary of Telephone and Data Systems, Inc. and that the
attached instrument was signed and sealed on behalf of the said
Corporation by authority of its Board of Directors and the said
Michael G. Hron acknowledges the execution of said instrument to
be the voluntary act and deed of said Corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and
seal the day and year before written.
/s/ Brenda Spata
----------------------------
Notary Public
[Notarial Seal] My Commission Expires August 9, 1985
-2-
<PAGE>
STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS
OF
$7.00 CUMULATIVE CONVERTIBLE AND REDEEMABLE
VOTING SERIES R PREFERRED SHARES,
WITHOUT PAR VALUE, STATED VALUE $100.00 PER SHARE
------------------------------------------------------
RESOLVED, that pursuant to the authority expressly
granted to and vested in the board of directors of the
Corporation by the Articles of Incorporation, the board of
directors hereby creates and authorizes the issuance of a series
of the Preferred Shares of the Corporation to consist originally
of Six Thousand (6,000) shares, and hereby fixes the designation,
relative rights and preferences thereof as follows:
(a) Designation - The designation of the series of
Preferred Shares created by this resolution shall be "$7.00
Cumulative Convertible and Redeemable Voting Series R Preferred
Shares" (hereinafter referred to as the "Series R Preferred
Shares"). The Series R Preferred Shares shall have no par value
but shall have a stated value of $100.00 per share.
(b) Dividends - The holders of the Series R Preferred
Shares shall be entitled to receive, when and as declared by the
board of directors of the Corporation, out of any assets of the
Corporation available for dividends pursuant to the laws of the
State of Iowa, preferential dividends at the rate of seven
dollars ($7.00) per annum per share and no more. The dividends,
when payable, shall be paid quarterly on the first days of
January, April, July and October in each year (prorated if the
period such stock is outstanding prior to the first quarterly
dividend date is less than a calendar quarter), before any
dividends shall be declared or paid upon or set apart for the
Common Shares or Series A Common Shares of the Corporation for
that quarter. Such dividends upon the Series R Preferred Shares
shall be cumulative from the date of issue thereof so that if
dividends for any past dividend period at the rate of seven
dollars ($7.00) per annum per share shall not have been paid
thereon or declared and a sum sufficient for payment thereof set
apart, the deficiency shall be fully paid or set apart but
without interest, before any dividend shall be paid upon or set
apart for the Common Shares or Series A Common Shares; provided,
however, that no dividends shall be declared on the shares of any
series of preferred stock for any dividend period unless the full
dividend for all prior dividend periods shall have been declared
or shall be declared at the same time upon all preferred stock
outstanding during such prior dividend periods, and further
provided that no dividends shall be declared on the shares of any
series of preferred stock unless a dividend for the same period
shall be declared at the same time upon all preferred stock
outstanding during said period in like proportion to the dividend
rate upon such shares. Whenever the full dividend upon all
series of the preferred stock for all past dividend periods shall
have been paid and the full dividend thereon for the then current
-3-
<PAGE>
dividend period shall have been paid or declared and a sum
sufficient for the payment thereof set apart, dividends upon the
Common Shares or Series A Common Shares may be declared by the
board of directors out of the remainder of the assets available
therefor.
(c) Redemption -
(1) Unless such shares have been converted, or
notice of intent to convert has been given pursuant to
paragraph (f) hereof, prior to the tenth anniversary of the
issuance of the Series R Preferred Shares, the Corporation
shall, thereafter at its discretion from time to time,
redeem some or all of the Series R Preferred Shares
outstanding.
(2) Notice of any redemption shall be mailed to
each holder of Series R Preferred Shares to be redeemed not
less than thirty (30) days prior to the date upon which such
stock is to be redeemed. If on or before the redemption
date specified in such notice, the funds necessary for such
redemption shall have been set aside by the Corporation so
as to be available for payment on demand to the holders of
Series R Preferred Shares so called for redemption then,
notwithstanding that any certificate representing Series R
Preferred Shares so called for redemption shall not have
been surrendered for cancellation, the dividends thereon
shall cease to accrue from and after the date of such
redemption so specified, and all rights with respect to such
Series R Preferred Shares so called for redemption,
including any right to vote or otherwise participate in the
determination of any proposed corporate action, shall
forthwith after such redemption date cease and terminate,
except only the right of the holder to receive the
redemption price therefor, but without interest. Series R
Preferred Shares redeemed pursuant to the provisions hereof
or any such shares purchased or otherwise acquired shall not
be reissued but shall be cancelled and proceedings shall be
taken in the manner prescribed by statute to reduce the
number of outstanding Series R Preferred Shares accordingly.
(d) Voting Rights - The holders of Series R Preferred
Shares shall be entitled to one vote for each share of such stock
standing in the name of the holder on the books of the
Corporation and shall vote together with the holders of the
Series A Common Shares of the Corporation as one class.
(e) Pre-emptive Rights - No holder of any Series R
Preferred Shares shall have any pre-emptive right to subscribe
for or acquire additional shares of the Corporation of the same
or any other class or series, whether such shares be hereby or
hereafter authorized; and no holder of Series R Preferred Shares
shall have any pre-emptive right to acquire any shares which may
be held in the treasury of the Corporation; all such additional
-4-
<PAGE>
or treasury shares may be sold for such consideration at such
time and to such person or persons as the board of directors may
from time to time determine.
(f) Conversion -
(1) The Series R Preferred Shares shall be
convertible into the Corporation's Common Shares as
hereinafter provided, and when and as so converted, such
Series R Preferred Shares shall be cancelled and retired and
shall not be reissued as such. Commencing upon issuance and
continuing through the day before the tenth anniversary of
their issuance, the Series R Preferred Shares shall be
converted, upon written notice to the Corporation, into
Common Shares of the Corporation at the rate of seven (7)
Common Shares for each Series R Preferred Share. Written
notice of intent to convert, if not delivered to the
Corporation, must be postmarked not later than midnight the
day before the tenth anniversary of the issuance of the
Series R Preferred Shares. The holders of Series R
Preferred Shares shall be entitled to receive in exchange
therefor certificates for the fully paid and non-assessable
Common Shares of the Corporation at the rate aforesaid,
within thirty (30) days following the later of (i) receipt
of written notice of intent to convert, and (ii)
presentation and surrender to the Corporation at its offices
of the certificates representing Series R Preferred Shares
to be converted, all under suitable regulations to be
prescribed by the board of directors of the Corporation.
Conversion of Series R Preferred Shares in the manner
aforesaid shall not affect the right of the converting
holder thereof to receive dividends accrued but unpaid
thereon as of the dividend payment date immediately prior to
conversion.
(2) The number of Common Shares into which each
Series R Preferred Share is convertible shall be subject to
adjustment from time to time as set forth in clauses (A) and
(B) of this subparagraph (2):
(A) In case the Corporation shall (i) pay a
dividend on its Common Shares in shares of the
Corporation, (ii) subdivide its outstanding Common
Shares, (iii) combine the outstanding Common Shares
into a smaller number of shares or (iv) issue by
reclassification of its Common Shares (whether pursuant
to a merger or consolidation or otherwise) any shares
of the Corporation, then the holder of each Series R
Preferred Share shall be entitled to receive upon the
conversion of such share, the number of shares of the
Corporation which he would have owned or would have
been entitled to receive after the happening of any of
the events described above had such share been
converted immediately prior to the happening of such
-5-
<PAGE>
event. An adjustment made pursuant to this provision
shall become effective retroactively with respect to
conversions made subsequent to the record date in the
case of a dividend, and shall become effective on the
effective date in the case of a subdivision,
combination or reclassification.
(B) No adjustment in the conversion rate shall be
required unless such adjustment would require an
increase or decrease in such rate of at least one-tenth
(1/10) of a Common Share; provided, however, that any
adjustments which by reason of this clause (B) are not
required to be made shall be carried forward and taken
into account by any subsequent adjustment.
(3) The Corporation shall at all times reserve
and keep available out of its authorized Common Shares,
solely for the purpose of issuance upon conversion of Series
R Preferred Shares as herein provided, such number of Common
Shares as shall then be issuable upon the conversion of all
outstanding Series R Preferred Shares.
(4) Fractional Common Shares shall not be issued
upon conversion of Series R Preferred Shares, nor shall cash
adjustments be made for fractional shares upon such
conversion.
(5) For purposes of this paragraph (f), the term
"Common Shares" shall mean (A) the class of stock designated
as the Common Shares of the Corporation at the date of these
Amended Articles of Incorporation, or (B) any other class of
stock resulting from successive changes or reclassifications
of such class consisting solely of a change in par value, or
a change from no par value to par value.
(g) Liquidation Rights - In the event of any
liquidation, dissolution, or winding up of the affairs of the
Corporation, whether voluntary or involuntary, the holders of the
Series R Preferred Shares shall be entitled, before any assets of
the Corporation shall be distributed among or paid over to the
holders of Common Shares or Series A Common Shares, to receive
out of the assets of the Corporation $100.00 per Series R
Preferred Share. If upon any such dissolution, liquidation or
winding up, the assets of the Corporation available for payment
to stockholders are not sufficient to make payment in full to the
holders of the Series R Preferred Shares, payment shall be made
to such holders ratably in accordance with the number of shares
held by them and, in case there shall then be more than one
series of preferred stock outstanding at that time, ratably in
accordance with the respective distributive amount to which such
holders shall be entitled.
-6-
<PAGE>
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
TELEPHONE AND DATA SYSTEMS, INC.
_________________________________________________________________
Statement of Designation of Preference and Right
of
$7.50 Cumulative Convertible and Redeemable Voting
Series RR Preferred Shares, without par value,
Stated Value $100.00 Per Share
_________________________________________________________________
1. The name of the corporation is Telephone and DAta
Systems, Inc.
2. A copy of the resolution of the Board of Directors
establishing and designating the $7.50 Cumulative Convertible and
Redeemable Voting Series RR Preferred Shares and fixing and
determining the relative rights and preferences thereof is
attached hereto as Exhibit A and is made a part of this
statement.
3. The aforesaid resolution was adopted as of May 15,
1992.
4. The aforesaid resolution was adopted by the Board
of Directors of TELEPHONE AND DATA SYSTEMS, INC. No shareholder
vote was required.
IN WITNESS WHEREOF, we have hereunto subscribed our
names and affixed the seal of this corporation this 28th day of
January, 1993.
TELEPHONE AND DATA SYSTEMS, INC.
By: /s/ LeRoy T. Carlson
----------------------------
LeRoy T. Carlson, Chairman
By: /s/ Michael G. Hron
----------------------------
Michael G. Hron, Secretary
Subscribed and sworn to before
me this 28th day of January, 1993
/s/ Betty Ann Thornson
- ---------------------------
Notary Public
<PAGE>
STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS OF
$7.50 CUMULATIVE CONVERTIBLE AND
REDEEMABLE VOTING SERIES RR PREFERRED SHARES
RESOLVED, that pursuant to the authority expressly
granted to and vested in the board of directors of the
Corporation by the Articles of Incorporation of the Corporation,
the board of directors hereby creates and authorizes the issuance
of a series of the Preferred Shares of the Corporation to consist
originally of Thirty Thousand (30,000) shares, and hereby fixes
the designation and the relative rights and preferences thereof
as follows:
(a) Designation. The designation of the series of
Preferred Shares created by this resolution shall be "$7.50
Cumulative Convertible and Redeemable Voting Series RR Preferred
Shares" (hereinafter referred to as the "Series RR Preferred
Shares"). The Series RR Preferred Shares shall have no par value
but shall have a stated value of $100.00 per share.
(b) Dividends. Each holder of a Series RR Preferred
Share shall be entitled to receive, when, as and if declared by
the board of directors of the Corporation, out of funds of the
Corporation legally available therefor, cumulative dividends
during each fiscal quarter that such Series RR Preferred Share is
outstanding at a per annum dividend rate of seven dollars and
fifty cents ($7.50) per share. Such dividends shall be
cumulative from and shall commence to accrue on the date of
original issuance of such Series RR Preferred Shares (the "Issue
Date").
(c) Redemption.
(1) Unless the Series RR Preferred Shares have
been converted or the Corporation shall have received prior to
the fifth anniversary of the Issue Date written notice of
election to convert in accordance with paragraph (e) hereof, on
or after the fifth anniversary of the Issue Date, the Series RR
Preferred Shares shall be redeemable, in whole or in part from
time to time, at the option of the Corporation, upon giving
notice as provided in subparagraph (c)(2) hereof, at a redemption
price (the "Redemption Price") equal to the sum of (A) $100.00
for each Series RR Preferred Share called for redemption plus (B)
all dividends accrued and unpaid thereon through the date set for
redemption (the "Redemption Date"). The Redemption Price payable
on any Redemption Date shall be payable, at the option of the
Corporation, (x) in cash (by certified check) or (y) by the
issuance of Common Shares of the Corporation to the record holder
of such Series RR Preferred Shares being redeemed. In the event
that the Corporation elects to pay the Redemption Price by
-2-
<PAGE>
issuing its Common Shares, the number of Common Shares to be
issued shall be calculated (and rounded to the nearest whole
share) based upon the arithmetical average of the closing price
on the American Stock Exchange (or, if the Corporation's Common
Shares are not listed on the American Stock Exchange (in order if
more than one applies), the closing price of such Common Shares
on any national securities exchange or on any regional securities
exchange, the highest bid price quoted through the National
Association of Securities Dealers Automated Quotation System, or
the highest bid price reported by dealers in the over-the-counter
market) of the Corporation's Common Shares for the thirty (30)
trading days ending on the third trading day prior to the
Redemption Date.
(2) Notice of an election under the redemption
provision in subparagraph (c)(1) above shall be mailed (by first
class, postage prepaid) to each holder of Series RR Preferred
Shares to be redeemed at the address appearing on the records of
the Corporation not less than thirty (30) days prior to the
Redemption Date. If on or before the Redemption Date specified
in such notice, the funds necessary for such redemption shall
have been set aside by the Corporation so as to be available for
payment to the holder of Series RR Preferred Shares so called for
redemption upon such holder's surrender of such Series RR
Preferred Shares to the Corporation, then, notwithstanding that
any certificate representing Series RR Preferred Shares so called
for redemption shall not have been surrendered for cancellation,
the dividends thereon shall cease to accrue from and after the
Redemption Date, and all rights with respect to such Series RR
Preferred Shares so called for redemption, including any right to
vote or otherwise participate in the determination of any
proposed corporate action, shall terminate at the close of
business on such Redemption Date, except only the right of the
holder to receive the Redemption Price therefor, but without
interest.
(3) Each such notice of redemption shall state:
(A) the Redemption Date;
(B) the number of Series RR Preferred Shares to
be redeemed and, if less than all the shares held by such holder
are to be redeemed from such holder, the number of shares to be
redeemed from such holder;
(C) whether the Redemption Price will be paid in
cash (by certified check) or by the issuance of Common Shares of
the Corporation;
(D) the place where certificates for such shares
are to be surrendered for payment of the Redemption Price; and
-3-
<PAGE>
(E) that dividends on the shares to be redeemed
shall cease to accrue on such Redemption Date.
On or after the Redemption Date each holder of shares
of Series RR Preferred Shares to be redeemed shall present and
surrender the certificate or certificates for such shares to the
Corporation at the place designated in such notice and thereupon
the Redemption Price of such shares shall be paid to or on the
order of the person whose name appears on such certificate or
certificates as the owner thereof and each surrendered
certificate shall be cancelled. In case fewer than all the
shares represented by such certificate are redeemed, a new
certificate shall be issued representing the unredeemed shares.
From and after the Redemption Date (unless the Corporation shall
default in payment of the Redemption Price) all dividends on the
Series RR Preferred Shares designated for redemption in such
notice shall cease to accrue, and all rights of the holders
thereof as shareholders of the Corporation, except the right to
receive the Redemption Price thereof, without interest, upon the
surrender of certificates representing the same, shall cease and
terminate and such shares shall not thereafter be transferred
(except with the consent of the Corporation) on the books of the
Corporation and such shares shall not be deemed to be outstanding
for any purpose whatsoever.
(d) Voting Rights.
(1) With respect to all matters, each holder of
Series RR Preferred Shares shall be entitled to one vote for each
share of such stock standing in the name of the holder on the
books of the Corporation.
(2) With respect to the election of directors,
the holders of Series RR Preferred Shares shall have class voting
rights (voting together with the holders of (i) other Preferred
Shares that are entitled to vote thereon and that were issued
after October 31, 1981, and (ii) Series A Common Shares) to the
extent provided in Article IV of the Articles of Incorporation of
the Corporation.
(e) Conversion.
(1) Commencing upon the Issue Date and
terminating at the close of business on the day before the fifth
anniversary of the Issue Date, each outstanding Series RR
Preferred Share may be converted at any time, upon written notice
mailed to the Corporation (by first class, postage prepaid), into
2.06 Common Shares. A holder of Series RR Preferred Shares shall
be entitled to receive in exchange therefor certificates for the
fully paid and nonassessable Common Shares of the Corporation at
the rate aforesaid (rounded to the nearest whole share) within
fifteen (15) days following the later of (i) receipt by the
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<PAGE>
Corporation of written notice of intent to convert, and (ii)
presentation and surrender to the Corporation at its offices of
the certificates representing the Series RR Preferred Shares to
be converted (the "Conversion Date"), all under suitable
regulations to be prescribed by the board of directors of the
Corporation. Conversion of Series RR Preferred Shares in the
manner aforesaid shall not affect the right of the converting
holder thereof to receive dividends accrued but unpaid thereon as
of any dividend payment date prior to the Conversion Date.
(2) The number of Common Shares into which each
Series RR Preferred Share is convertible shall be subject to
adjustment from time to time as set forth in clauses (A) and (B)
of this subparagraph (2):
(A) In the event the Corporation shall (i)
pay a dividend on its Common Shares in shares of the Corporation,
(ii) subdivide its outstanding Common Shares, (iii) combine the
outstanding Common Shares into a smaller number of shares or (iv)
issue by reclassification of its Common Shares (whether pursuant
to a merger or consolidation or otherwise) any shares of the
Corporation, then the holder of each Series RR Preferred Share
shall be entitled to receive upon the conversion of such share,
the number of shares of the Corporation which such holder would
have owned or would have been entitled to receive after the
happening of any of the events described above had such share
been converted immediately prior to the happening of such event.
An adjustment made pursuant to this provision shall become
effective retroactively with respect to conversions made after
the record date in the case of a dividend, and shall become
effective on the effective date in the case of a subdivision,
combination or reclassification.
(B) No adjustment in the conversion rate
shall be required unless such adjustment would require an
increase or decrease in such rate of at least one-tenth (1/10) of
a Common Share; provided, however, that any adjustments which by
reason of this clause (B) are not required to be made shall be
carried forward and taken into account in any subsequent
adjustment.
(3) The Corporation shall at all times reserve
and keep available out of its authorized Common Shares, solely
for the purpose of issuance upon conversion of Series RR
Preferred Shares as herein provided, such number of Common Shares
as shall then be issuable upon the conversion of all outstanding
Series RR Preferred Shares.
(4) Fractional Common Shares shall not be issued
upon conversion of Series RR Preferred Shares, nor shall cash
adjustments be made for fractional shares upon such conversion.
-5-
<PAGE>
(5) For purposes of this paragraph (e), the term
"Common Shares" shall mean (A) the class of stock designated as
the Common Shares of the Corporation on the date this Statement
is filed with the Iowa Secretary of State, or (B) any other class
of stock resulting from successive changes or reclassification of
such class consisting solely of a change in par value, or a
change from no par value to par value.
(6) Each notice of conversion shall state the
number of Series RR Preferred Shares to be converted, if less
than all the shares held by such holder. In case fewer than all
the shares represented by such certificate are converted, a new
certificate shall be issued representing the unconverted shares.
From and after the Conversion Date (unless the Corporation shall
default in issuing the Common Shares on the Conversion Date), all
dividends on such converted shares of Series RR Preferred Shares
shall cease to accrue and such shares shall not be outstanding
for any purpose whatsoever.
(f) Preference Value in Liquidation. The amount
payable with respect to each Series RR Preferred Share in the
event of either voluntary or involuntary liquidation shall be
$100.00, plus a sum equal to the amount of all dividends accrued
and unpaid thereon.
-6-
<PAGE>
STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS
OF
$10.50/$7.00 CUMULATIVE AND CONVERTIBLE
VOTING SERIES S PREFERRED SHARES,
WITHOUT PAR VALUE, STATED VALUE $100.00 PER SHARE
--------------------------------------------------
RESOLVED, that pursuant to the authority expressly
granted to and vested in the board of directors of the
Corporation by the Articles of Incorporation, the board of
directors hereby creates and authorizes the issuance of a series
of the Preferred Shares of the Corporation to consist originally
of Seven Thousand Two Hundred (7,200) shares, and hereby fixes
the designation, relative rights and preferences thereof as
follows:
(a) Designation - The designation of the series of
Preferred Shares created by this resolution shall be
"$10.50/$7.00 Cumulative and Convertible Voting Series S
Preferred Shares" (hereinafter referred to as the "Series S
Preferred Shares"). The Series S Preferred Shares shall have no
par value but shall have a stated value of $100.00 per share.
(b) Dividends - The rate of dividend payable upon
Series S Preferred Shares shall be ten and 50/100 dollars
($10.50) per share per annum during the first year after issuance
and seven and No/100 dollars ($7.00) per share per annum
thereafter.
(c) Voting Rights -
(1) With respect to all matters, each holder of
Series S Preferred Shares shall be entitled to one vote for
each share of such stock standing in the name of the holder
on the books of the Corporation.
(2) With respect to the election of directors,
the holders of Series S Preferred Shares shall have class
voting rights (voting together with the holders of (i) other
Preferred Shares that are entitled to vote thereon and that
were issued after October 31, 1981, and (ii) Series A Common
Shares) to the extent provided in Article IV of the Articles
of Incorporation of the Corporation.
(d) Conversion -
(1) The Series S Preferred Shares shall be
convertible into the Corporation's Common Shares as
hereinafter provided, and when and as so converted, such
Series S Preferred Shares shall be cancelled and retired and
shall not be reissued as such. Commencing upon issuance and
terminating four (4) years therafter, the Series S Preferred
Shares may be converted, upon written notice to the
Corporation, into Common Shares of the Corporation at the
rate of four (4) Common Shares for each Series S Preferred
Share. On presentation and surrender to the Corporation at
<PAGE>
its offices of the certificate representing the Series S
Preferred Shares to be converted, the holder thereof shall
be entitled to receive in exchange therefor certificates for
the fully paid and non-assessable Common Shares of the
Corporation at the rate aforesaid, all under suitable
regulations to be prescribed by the board of directors of
the Corporation. Conversion of Series S Preferred Shares in
the manner aforesaid shall not affect the right of the
converting holder thereof to receive dividends accrued but
unpaid thereon as of the dividend payment date immediately
prior to conversion.
(2) The number of Common Shares into which each
Series S Preferred Share is convertible shall be subject to
adjustment from time to time as set forth in clauses (A) and
(B) of this subparagraph (2):
(A) In case the Corporation shall (i) pay a
dividend on its Common Shares in shares of the
Corporation (ii) subdivide its outstanding Common
Shares, (iii) combine the outstanding Common Shares
into a smaller number of shares or (iv) issue by
reclassification of its Common Shares (whether pursuant
to a merger or consolidation or otherwise) any shares
of the Corporation, then the holder of each Series S
Preferred Share shall be entitled to receive upon the
conversion of such share, the number of shares of the
Corporation which he would have owned or would have
been entitled to receive after the happening of any of
the events described above had such share been
converted immediately prior to the happening of such
event. An adjustment made pursuant to this provision
shall become effective retroactively with respect to
conversions made subsequently to the record date in the
case of a dividend, and shall become effective on the
effective date in the case of a subdivision,
combination or reclassification.
(B) No adjustment in the conversion rate shall be
required unless such adjustment would require an
increase or decrease in such rate of at least one-tenth
(1/10) of a Common Share; provided, however, that any
adjustments which by reason of this clause (B) are not
required to be made shall be carried forward and taken
into account by any subsequent adjustment.
(3) The Corporation shall at all times reserve
and keep available out of its authorized Common Shares,
solely for the purpose of issuance upon conversion of Series
S Preferred Shares as herein provided, such number of Common
Shares as shall then be issuable upon the conversion of all
outstanding Series S Preferred Shares.
-2-
<PAGE>
(4) Fractional Common Shares shall not be issued
upon conversion of Series S Preferred Shares, nor shall cash
adjustments be made for fractional shares upon such
conversion.
(5) For the purposes of this paragraph (d), the
term "Common Shares" shall mean (A) the class of stock
designated as the Common Shares of the Corporation at the
date of these Amended Articles of Incorporation, or (B) any
other class of stock resulting from successive changes or
reclassifications of such class consisting solely of a
change in par value, or a change from no par value to par
value.
(e) Liquidation - The amount payable upon each Series
S Preferred Share in the event of either voluntary or involuntary
liquidation shall be $100.00, plus a sum equal to the amount of
all accumulated and unpaid dividends thereon.
-3-
<PAGE>
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
TELEPHONE AND DATA SYSTEMS, INC.
_________________________________________________________________
Statement of Designation of Preference and Right
of
$5.50 Cumulative Convertible and Redeemable Voting
Series SS Preferred Shares, without par value,
Stated Value $100.00 Per Share
_________________________________________________________________
1. The name of the corporation is Telephone and Data
Systems, Inc.
2. A copy of the resolution of the Board of Directors
establishing and designating the $5.50 Cumulative Convertible and
Redeemable Voting Series SS Preferred Shares and fixing and
determining the relative rights and preferences thereof is
attached hereto as Exhibit A and is made a part of this
statement.
3. The aforesaid resolution was adopted as of October
17, 1994.
4. The aforesaid resolution was adopted by the Board
of Directors of TELEPHONE AND DATA SYSTEMS, INC. No shareholder
vote was required.
IN WITNESS WHEREOF, we have hereunto subscribed our
names and affixed the seal of this corporation this 17th day of
October, 1993.
TELEPHONE AND DATA SYSTEMS, INC.
By: /s/ LeRoy T. Carlson
----------------------------
LeRoy T. Carlson, Chairman
By: /s/ Michael G. Hron
----------------------------
Michael G. Hron, Secretary
Subscribed and sworn to before
me this 17th day of October, 1994
/s/ Joanne J. Busha
- --------------------------
Notary Public
<PAGE>
EXHIBIT A
STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS OF
$5.50 CUMULATIVE CONVERTIBLE AND
REDEEMABLE VOTING SERIES SS PREFERRED SHARES
RESOLVED, that, pursuant to the authority expressly
granted to and vested in the board of directors of the
Corporation by the Articles of Incorporation of the Corporation,
the board of directors hereby creates and authorizes the issuance
of a series of the Preferred Shares of the Corporation to consist
originally of One Hundred Twenty-Five Thousand (125,000) shares,
and hereby fixes the designation and the relative rights and
preferences thereof as follows:
(a) Designation. The designation of the series of
Preferred Shares created by this resolution shall be "$5.50
Cumulative Convertible and Redeemable Voting Series SS Preferred
Shares" (hereinafter referred to as the "Series SS Preferred
Shares"). The Series SS Preferred Shares shall have no par value
but shall have a stated value of $100.00 per share.
(b) Dividends. Each holder of a Series SS Preferred
Share shall be entitled to receive, when, as and if declared by
the board of directors of the Corporation, out of funds of the
Corporation legally available therefor, cumulative dividends
during each fiscal quarter to the extent set forth below. Such
dividends shall be cumulative from and shall commence to accrue
(whether or not declared) on the date of original issuance of
such Series SS Preferred Shares (the "Issue Date"), at a per
annum dividend rate of five dollars and fifty cents ($5.50) per
share.
(c) Redemption.
(1) On or after the fifth anniversary of the
Issue Date, the Series SS Preferred Shares shall be redeemable,
in whole or in part from time to time, at the option of the
Corporation, on a date (the "Optional Redemption Date") which is
the first business day after a dividend payment date, pursuant to
a notice as provided in subparagraph (c)(3) hereof, at a
redemption price (the "Optional Redemption Price") equal to the
sum of (A) $100.00 for each Series SS Preferred Share called for
redemption plus (B) all dividends accrued and unpaid thereon
through the Optional Redemption Date. The Optional Redemption
Price payable on any Optional Redemption Date shall be payable
(i) in cash (by certified check), or (ii) in the event that the
Average Closing Price (as defined below) for the Common Shares of
the Corporation exceeds $44.44, then, at the option of the
Corporation (to be exercised, if at all, in its notice of
redemption) by (I) the issuance to the record holder of the
Series SS Preferred Shares being redeemed of 2.25 Common Shares
-2-
<PAGE>
(subject to adjustment as set forth in paragraph (e)(2) hereof)
for each Series SS Preferred Share so redeemed plus (II) the
payment in cash of all dividends accrued and unpaid thereon
through the Optional Redemption Date. If a holder, subsequent to
receiving a notice of redemption of less than all of such
holder's Series SS Preferred Shares and at least fifteen (15)
days prior to the Redemption Date, elects to convert any Series
SS Preferred Shares, then the number of shares to be redeemed
from such holder on such Redemption Date shall be reduced by the
lesser of (x) the number of Series SS Preferred Shares called for
redemption from such holder and (y) the number of such shares
converted by such holder. For purposes hereof, the term "Average
Closing Price" shall mean the arithmetical average of the closing
price on the American Stock Exchange of the Common Shares of the
Corporation for the five trading days ending on the fifth
business day preceding the relevant Redemption Date and, if the
Common Shares of the Corporation are not listed on the American
Stock Exchange then, in order, if more than one applies, the
arithmetical average of the closing price of such Common Shares
on any national securities exchange or on any regional securities
exchange, the highest bid price quoted through the National
Association of Securities Dealers Automated Quotation System, or
the highest bid price reported by dealers in the over-the-counter
market.
(2) If an Optional Redemption Date has not occurred by
the tenth anniversary of the Issue Date (the "Mandatory
Redemption Date" and, together with the Optional Redemption Date,
the "Redemption Date"), the Corporation shall, on the Mandatory
Redemption Date, redeem all Series SS Preferred Shares then
outstanding at a redemption price (the "Mandatory Redemption
Price" and, together with the Optional Redemption Price, the
"Redemption Price") equal to the sum of (A) $100.00 for each
Series SS Preferred Share outstanding on the Mandatory Redemption
Date plus (B) all dividends accrued and unpaid thereon through
the Mandatory Redemption Date. The Mandatory Redemption Price
shall be payable in cash by certified check.
(3) Notice of (A) an election under the redemption
provision in subparagraph (c)(1) above, or (B) the Mandatory
Redemption Date, shall be mailed (by registered mail, return
receipt requested) to each holder of Series SS Preferred Shares
to be redeemed at the address appearing on the records of the
Corporation not less than sixty (60) days prior to the Redemption
Date. If, on or before the Redemption Date specified in such
notice, the funds or Common Shares necessary for such redemption
shall have been set aside by the Corporation so as to be
available for payment to the holder of Series SS Preferred Shares
so called for redemption upon such holder's surrender of such
Series SS Preferred Shares to the Corporation, then,
notwithstanding that any certificate representing Series SS
Preferred Shares so called for redemption shall not have been
-3-
<PAGE>
surrendered for cancellation, the dividends thereon shall cease
to accrue from and after the Redemption Date, and all rights with
respect to such Series SS Preferred Shares so called for
redemption, including any right to vote or otherwise participate
in the determination of any proposed corporate action, shall
terminate at the close of business on such Redemption Date,
except only the right of the holder to receive the Redemption
Price therefor, but without interest.
(4) Each such notice of redemption shall state:
(A) the Redemption Date;
(B) the number of Series SS Preferred Shares to
be redeemed and, if less than all the shares held by such holder
are to be redeemed from such holder, the number of shares to be
redeemed from such holder (subject in each case to the right of
the holder to convert such shares prior to the Redemption Date);
(C) in the case of an Optional Redemption Date,
whether the Optional Redemption Price will be paid in cash (by
certified check) or, in the event the Average Closing Price
exceeds $44.44, by the issuance of Common Shares of the
Corporation;
(D) the place where certificates for such shares
are to be surrendered for payment of the Redemption Price; and
(E) that dividends on the shares to be redeemed
shall cease to accrue on such Redemption Date.
(5) On or after a Redemption Date, each holder of
shares of Series SS Preferred Shares to be redeemed shall present
and surrender the certificate or certificates for such shares to
the Corporation at the place designated in such notice and
thereupon the Redemption Price of such shares shall be paid to or
on the order of the person whose name appears on such certificate
or certificates as the owner thereof and each surrendered
certificate shall be cancelled. In case fewer than all the
shares represented by such certificate are redeemed, a new
certificate shall be issued representing the unredeemed shares.
From and after a Redemption Date (unless the Corporation shall
default in payment of the Redemption Price) all dividends on the
Series SS Preferred Shares designated for redemption in such
notice shall cease to accrue, and all rights of the holders
thereof as shareholders of the Corporation, except the right to
receive the Redemption Price thereof, without interest, upon the
surrender of certificates representing the same, shall cease and
terminate and such shares shall not thereafter be transferred
(except with the consent of the Corporation) on the books of the
Corporation and such shares shall not be deemed to be outstanding
for any purpose whatsoever.
-4-
<PAGE>
(d) Voting Rights.
(1) With respect to all matters, each holder of
Series SS Preferred Shares shall be entitled to one vote for each
share of such stock standing in the name of the holder on the
books of the Corporation.
(2) With respect to the election of directors,
the holders of Series SS Preferred Shares shall have class voting
rights (voting together with the holders of (i) other Preferred
Shares that are entitled to vote thereon and that were issued
after October 31, 1981, and (ii) Series A Common Shares) to the
extent provided in Article IV of the Articles of Incorporation of
the Corporation.
(e) Conversion.
(1) At any time and from time to time after the
Issue Date, any holder of Series SS Preferred Shares may convert
all or any portion of the Series SS Preferred Shares held by such
holder into Common Shares at a conversion ratio (subject to
adjustment as set forth below) of 2.25 Common Shares for each
Series SS Preferred Share so converted; provided, however, that,
in the case of Series SS Preferred Shares called for redemption
or shares to be redeemed on the Mandatory Redemption Date, the
right of the holder thereof to convert such shares shall expire
fifteen (15) days prior to the Redemption Date. A holder of
Series SS Preferred Shares shall be entitled to receive in
exchange therefor certificates for the fully paid and
nonassessable Common Shares of the Corporation at the rate
aforesaid (with the aggregate number of such Common Shares
rounded to the nearest whole share) within fifteen (15) days
following presentation and surrender by such holder to the
Corporation at its offices of the certificates representing the
Series SS Preferred Shares to be converted (the "Conversion
Date"), all under suitable regulations (which shall not be
inconsistent with the provisions hereof, which shall not
materially impair the rights of the holder, and of which the
holder shall receive advance notice) to be prescribed by the
board of directors of the Corporation. Conversion of Series SS
Preferred Shares in the manner aforesaid shall not affect the
right of the converting holder thereof to receive (on the
Conversion Date if such dividends shall be legally payable by the
Corporation on such date, or as promptly after the Conversion
Date as such dividends shall be legally payable) dividends
accrued but unpaid thereon as of any dividend payment date prior
to the Conversion Date.
(2) The number of Common Shares to be exchanged
for each Series SS Preferred Share that is converted pursuant to
subparagraph (e)(1) or redeemed in accordance with subparagraph
-5-
<PAGE>
(c)(1) shall be subject to adjustment from time to time as set
forth in clauses (A) and (B) of this subparagraph (2):
(A) In the event the Corporation shall (i)
pay a dividend on its Common Shares in shares of the Corporation,
(ii) subdivide its outstanding Common Shares, (iii) combine the
outstanding Common Shares into a smaller number of shares or (iv)
issue by reclassification of its Common Shares (whether pursuant
to a merger or consolidation or otherwise) any shares of the
Corporation, then the holder of each Series SS Preferred Share
shall be entitled to receive in exchange for such share upon the
conversion or redemption thereof the number of shares of the
Corporation which such holder would have owned or would have been
entitled to receive after the happening of any of the events
described above had such share been converted immediately prior
to the happening of such event. The adjustments provided for in
this clause (A) shall be cumulative if more than one event
requiring an adjustment shall occur between the Issue Date and
the Conversion Date or Redemption Date, as the case may be.
(B) No adjustment pursuant to this paragraph
(e) shall be required unless such adjustment would require an
increase or decrease in such rate of at least one-tenth (1/10) of
a Common Share; provided, however, that any adjustments which by
reason of this clause (B) are not required to be made shall be
carried forward and taken into account in any subsequent
adjustment.
(C) Promptly after any adjustment pursuant
to this paragraph (e), the Corporation shall give written notice
thereof to all holders of Series SS Preferred Shares, setting
forth in reasonable detail and certifying the calculation of such
adjustment.
(3) The Corporation shall at all times reserve
and keep available out of its authorized Common Shares, solely
for the purpose of issuance upon conversion of Series SS
Preferred Shares as herein provided, such number of Common Shares
as shall then be issuable upon the conversion of all outstanding
Series SS Preferred Shares.
(4) Fractional Common Shares shall not be issued
upon conversion of Series SS Preferred Shares, nor shall cash
adjustments be made for fractional shares upon such conversion.
(5) For purposes of this paragraph (e), the term
"Common Shares" shall mean (A) the class of stock designated as
the Common Shares of the Corporation on the date this Statement
is filed with the Iowa Secretary of State, or (B) any other class
of stock resulting from successive changes or reclassification of
such class consisting solely of a change in par value, or a
change from no par value to par value.
(6) Each notice of conversion shall state the
number of Series SS Preferred Shares to be converted, if less
than all the shares held by such holder. In case fewer than all
-6-
<PAGE>
the shares represented by such certificate are converted, a new
certificate shall be issued representing the unconverted shares.
From and after the Conversion Date (unless the Corporation shall
default in issuing the Common Shares on the Conversion Date), all
dividends on such converted shares of Series SS Preferred Shares
shall cease to accrue and such shares shall not be outstanding
for any purpose whatsoever.
(f) Preference Value in Liquidation. The amount
payable with respect to each Series SS Preferred Share in the
event of either voluntary or involuntary liquidation of the
Corporation shall be $100.00, plus a sum equal to the amount of
all dividends accrued and unpaid thereon.
-7-
<PAGE>
TELEPHONE AND DATA SYSTEMS, INC.
----------------------------------
Statement of Designation, Preferences and Rights
of
$5.25 Cumulative, Convertible and Redeemable
Series T Preferred Shares,
without par value, Stated Value $100 Per Share
----------------------------------
1. The name of the corporation is TELEPHONE AND DATA
SYSTEMS, INC.
2. A copy of the resolution of the Board of Directors
establishing and designating the $5.25 Cumulative, Convertible
and Redeemable Voting Series T Preferred Shares and fixing and
determining the relative rights and preferences thereof is
attached hereto as Exhibit A and is made a part of this
statement.
3. The aforesaid resolution was adopted as of August
15, 1986.
4. The aforesaid resolution was duly adopted by the
Board of Directors of TELEPHONE AND DATA SYSTEMS, INC.
IN WITNESS WHEREOF, we have hereunto subscribed our
names and affixed the seal of this corporation this 26th day of
September, 1986.
TELEPHONE AND DATA SYSTEMS, INC.
By /s/ LeRoy T. Carlson
----------------------------
LeRoy T. Carlson, Chairman
By /s/ Michael G. Hron
----------------------------
Michael G. Hron, Secretary
Corporate Seal
<PAGE>
EXHIBIT A
TO
STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS
OF
$5.25 CUMULATIVE CONVERTIBLE AND REDEEMABLE
VOTING SERIES T PREFERRED SHARES
------------------------------------
RESOLVED, that pursuant to the authority expressly
granted to and vested in the board of directors of the
Corporation by the Articles of Incorporation, the board of
directors hereby creates and authorizes the issuance of a series
of the Preferred Shares of the Corporation to consist originally
of nineteen thousand (19,000) shares and hereby fixes the
designation and the relative rights and preferences thereof as
follows:
(a) Designation - The designation of the series of
Preferred Shares created by this resolution shall be "$5.25
Cumulative Convertible and Redeemable Voting Series T Preferred
Shares" (hereinafter referred to as the "Series T Preferred
Shares").
(b) Dividends - The rate of dividend payable upon
Series T Preferred Shares shall be five and 25/100 dollars
($5.25) per share per annum.
(c) Redemption -
(1) Unless the Series T Preferred Shares have
been converted, or written notice of intent to convert,
pursuant to paragraph (e) hereof, has been received by the
Corporation on or before the fifth anniversary of the date
of their issuance, the Corporation may, at its option at any
time thereafter, redeem all or any portion of the then
outstanding Series T Preferred Shares for $100.00 per share
plus an amount equal to all dividends accrued and unpaid
thereon to the redemption date.
(2) Notice of an election under the redemption
provision in subparagraph (1) above shall be delivered to
each holder of Series T Preferred Shares to be redeemed at
the address appearing on the records of the Corporation not
less than thirty (30) days prior to the date upon which such
stock is to be redeemed. If on or before the redemption
date specified in such notice, the funds necessary for such
redemption shall have been set aside by the Corporation so
as to be available for payment on demand to the holders of
Series T Preferred Shares so called for redemption, then,
notwithstanding that any certificate representing Series T
Preferred Shares so called for redemption shall not have
been surrendered for cancellation, the dividends thereon
shall cease to accrue from and after the date of such
redemption so specified, and all rights with respect to such
-1-
<PAGE>
Series T Preferred Shares so called for redemption,
including any right to vote or otherwise participate in the
determination of any proposed corporate action, shall
forthwith after such redemption date cease and terminate,
except only the right of the holder to receive the
redemption price therefor, but without interest. The Series
T Preferred Shares redeemed pursuant to the provisions
hereof or any such shares purchased or otherwise acquired
shall not be reissued but shall be cancelled and proceedings
shall be taken in the manner prescribed by statute to reduce
the number of Preferred Shares which the Corporation is
authorized to issue by the number of shares cancelled.
(d) Voting Rights -
(1) With respect to all matters, each holder of
Series T Preferred Shares shall be entitled to one vote for
each share of such stock standing in the name of the holder
on the books of the Corporation.
(2) With respect to the election of directors,
the holders of Series T Preferred Shares shall have class
voting rights (voting together with the holders of (i) other
Preferred Shares that are entitled to vote thereon and that
were issued after October 31, 1981, and (ii) Series A Common
Shares) to the extent provided in Article IV of the Articles
of Incorporation of the Corporation.
(e) Conversion -
(1) The Series T Preferred Shares shall be
convertible into the Corporation's Common Shares as
hereinafter provided, and when and as so converted, such
Series T Preferred Shares shall be cancelled and retired and
shall not be reissued as such. Commencing upon issuance and
terminating ten (10) years thereafter, the Series T
Preferred Shares may be converted, upon fifteen (15) days'
written notice to the Corporation, into Common Shares of the
Corporation at the rate of four (4) Common Shares for each
Series T Preferred Share. On presentation and surrender to
the Corporation at its offices of the certificate
representing the Series T Preferred Shares to be converted,
the holder thereof shall be entitled to receive in exchange
therefor certificates for the fully paid and non-assessable
Common Shares of the Corporation at the rate aforesaid, all
under suitable regulations to be prescribed by the board of
directors of the Corporation. Conversion of Series T
Preferred Shares in the manner aforesaid shall not affect
the right of the converting holder thereof to receive
dividends accrued but unpaid thereon as of the dividend
payment date immediately prior to conversion.
(2) The number of Common Shares into which each
Series T Preferred Share is convertible shall be subject to
-2-
<PAGE>
adjustment from time to time as set forth in clauses (A) and
(B) of this subparagraph (2):
(A) In case the Corporation shall (i) pay a
dividend on its Common Shares in shares of the
Corporation (ii) subdivide its outstanding Common
Shares into a greater number of shares, (iii) combine
its outstanding Common Shares into a smaller number of
shares, or (iv) issue by reclassification of its Common
Shares (whether pursuant to a merger or consolidation
or otherwise) any shares of the Corporation, then the
holder of each Series T Preferred Share shall be
entitled to receive upon the conversion of such share,
the number of shares of the Corporation which he would
have owned or would have been entitled to receive after
the happening of any of the events described above had
such share been converted immediately prior to the
happening of such event. An adjustment made pursuant
to this provision shall become effective retroactively
with respect to conversions made subsequently to the
record date in the case of a dividend, and shall become
effective on the effective date in the case of a
subdivision, combination or reclassification.
(B) No adjustment in the conversion rate shall be
required unless such adjustment would require an
increase or decrease in such rate of at least one-tenth
(1/10) of a Common Share; provided, however, that any
adjustments which by reason of this clause (B) are not
required to be made shall be carried forward and taken
into account by any subsequent adjustment.
(3) The Corporation shall at all times reserve
and keep available out of its authorized Common Shares,
solely for the purpose of issuance upon conversion of Series
T Preferred Shares as herein provided, such number of Common
Shares as shall then be issuable upon the conversion of all
outstanding Series T Preferred Shares.
(4) Fractional Common Shares shall not be issued
upon conversion of Series T Preferred Shares, nor shall cash
adjustments be made for fractional shares upon such
conversion.
(5) For purposes of this paragraph (f), the term
"Common Shares" shall mean (A) the class of stock designated
as the Common Shares of the Corporation at the date of this
resolution, or (B) any other class of stock resulting from
successive changes or reclassifications of such class
consisting solely of a change in par value, or a change from
par value to no par value, or a change from no par value to
par value.
-3-
<PAGE>
(f) Liquidation - The amount payable upon each Series
T Preferred Share in the event of either voluntary or involuntary
liquidation shall be $100.00, plus a sum equal to the amount of
all accumulated and unpaid dividends thereon.
-4-
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
TELEPHONE AND DATA SYSTEMS, INC.
- --------------------------------------------------------------------------------
Statement of Designation, Preferences and Rights
of
$5.00 Cumulative Convertible and Redeemable Voting
Series TT Preferred Shares, without par value,
Stated Value $100.00 Per Share
- --------------------------------------------------------------------------------
1. The name of the corporation is Telephone and Data Systems,
Inc.
2. A copy of the resolution of the Board of Directors
establishing and designating the $5.00 Cumulative Convertible and Redeemable
Voting Series TT Preferred Shares and fixing and determining the relative rights
and preferences thereof is attached hereto as Exhibit A and is made a part of
this statement.
3. The aforesaid resolution was adopted as of August 29,
1997.
4. The aforesaid resolution was adopted by the Board of
Directors of TELEPHONE AND DATA SYSTEMS, INC. No shareholder vote was required.
IN WITNESS WHEREOF, we have hereunto subscribed our names and
affixed the seal of this corporation this 15th day of September 1997.
TELEPHONE AND DATA SYSTEMS, INC.
By: /s/ LeRoy T. Carlson
-----------------------------------
LeRoy T. Carlson, Chairman
By: /s/ Michael G. Hron
-----------------------------------
Michael G. Hron, Secretary
Subscribed and sworn to before
me this 15th day of September 1997.
/s/ Joanne J. Busha
- ----------------------
Notary Public
<PAGE>
EXHIBIT A
STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS OF
$5.00 CUMULATIVE CONVERTIBLE AND
REDEEMABLE VOTING SERIES TT PREFERRED SHARES
RESOLVED, that, pursuant to the authority expressly granted to
and vested in the board of directors of the Corporation by the Articles of
Incorporation of the Corporation, the board of directors hereby creates and
authorizes the issuance of a series of the Preferred Shares of the Corporation
to consist originally of Thirty Thousand (30,000) shares, and hereby fixes the
designation and the relative rights and preferences thereof as follows:
(a) Designation. The designation of the series of Preferred
Shares created by this resolution shall be "$5.00 Cumulative Convertible and
Redeemable Voting Series TT Preferred Shares" (hereinafter referred to as the
"Series TT Preferred Shares"). The Series TT Preferred Shares shall have no par
value but shall have a stated value of $100.00 per share.
(b) Dividends. Each holder of a Series TT Preferred Share
shall be entitled to receive, when, as and if declared by the board of directors
of the Corporation, out of funds of the Corporation legally available therefor,
cumulative dividends during each fiscal quarter to the extent set forth below.
Such dividends shall be cumulative from and shall commence to accrue (whether or
not declared) on the date of original issuance of such Series TT Preferred
Shares (the "Issue Date"), at a per annum dividend rate of five dollars ($5.00)
per share.
(c) Redemption.
(1) On or after the tenth anniversary of the
Issue Date, the Series TT Preferred Shares shall be redeemable, in whole or
in part from time to time, at the option of the Corporation, on a date (the
"Redemption Date") which is the first business day after a dividend payment
date, pursuant to a notice as provided in subparagraph (c)(2) hereof, at a
redemption price (the "Redemption Price") equal to the sum of (A) $100.00
for each Series TT Preferred Share called for redemption plus (B) all dividends
accrued and unpaid thereon through the Redemption Date. The Redemption
Price payable on any Redemption Date shall be payable (i) in cash (by
certified check), or (ii) by the issuance of Common Shares of the Corporation
to the record holder of such Series TT Preferred Shares being redeemed. In
the event that the Corporation elects to pay the Redemption Price by issuing
its Common Shares, the number of Common Shares to be issued shall be calculated
(and rounded to the nearest whole share) based upon the arithmetical average of
the closing price on the American Stock Exchange (or, if the Corporation's
Common Shares are not listed on the American
<PAGE>
Stock Exchange (in order if more than one applies), the closing price of such
Common Shares on any national securities exchange or on any regional securities
exchange, the highest bid price quoted through the National Association of
Securities Dealers Automated Quotation System, or the highest bid price reported
by dealers in the over-the-counter market) of the Corporation's Common Shares
for the thirty (30) trading days ending on the third trading day prior to the
Redemption Date. If a holder, subsequent to receiving a notice of redemption of
such holder's Series TT Preferred Shares and at least fifteen (15) days prior to
the Redemption Date, properly elects to convert any Series TT Preferred Shares,
then the number of shares to be redeemed from such holder on such Redemption
Date shall be reduced by the lesser of (x) the number of Series TT Preferred
Shares called for redemption from such holder and (y) the number of such shares
converted by such holder.
(2) Notice of an election under the redemption
provision in subparagraph (c)(1) above shall be mailed (by registered mail,
return receipt requested) to each holder of Series TT Preferred Shares to be
redeemed at the address appearing on the records of the Corporation not less
than sixty (60) days prior to the Redemption Date. If, on or before the
Redemption Date specified in such notice, the funds or Common Shares necessary
for such redemption shall have been set aside by the Corporation so as to be
available for payment to the holder of Series TT Preferred Shares so called for
redemption upon such holder's surrender of such Series TT Preferred Shares to
the Corporation, then, notwithstanding that any certificate representing Series
TT Preferred Shares so called for redemption shall not have been surrendered for
cancellation, the dividends thereon shall cease to accrue from and after the
Redemption Date, and all rights with respect to such Series TT Preferred Shares
so called for redemption, including any right to vote or otherwise participate
in the determination of any proposed corporate action, shall terminate at the
close of business on such Redemption Date, except only the right of the holder
to receive the Redemption Price therefor, but without interest.
(3) Each such notice of redemption shall state:
(A) the Redemption Date;
(B) the number of Series TT Preferred
Shares to be redeemed and, if less than all the shares held by such holder
are to be redeemed from such holder, the number of shares to be redeemed from
such holder (subject, if applicable, to the right of the holder to convert such
shares prior to the Redemption Date);
-2-
<PAGE>
(C) whether the Redemption Price will be
paid in cash (by certified check) or by the issuance of Common Shares of
the Corporation;
(D) the place where certificates for
such shares are to be surrendered for payment of the Redemption Price; and
(E) that dividends on the shares to be
redeemed shall cease to accrue on such Redemption Date.
(4) On or after a Redemption Date, each holder of
shares of Series TT Preferred Shares to be redeemed shall present and surrender
the certificate or certificates for such shares to the Corporation at the place
designated in such notice and thereupon the Redemption Price of such shares
shall be paid to or on the order of the person whose name appears on such
certificate or certificates as the owner thereof and each surrendered
certificate shall be canceled. In case fewer than all the shares represented by
such certificate are redeemed, a new certificate shall be issued representing
the unredeemed shares. From and after a Redemption Date (unless the Corporation
shall default in payment of the Redemption Price) all dividends on the Series TT
Preferred Shares designated for redemption in such notice shall cease to accrue,
and all rights of the holders thereof as shareholders of the Corporation, except
the right to receive the Redemption Price thereof, without interest, upon the
surrender of certificates representing the same, shall cease and terminate and
such shares shall not thereafter be transferred (except with the consent of the
Corporation) on the books of the Corporation and such shares shall not be deemed
to be outstanding for any purpose whatsoever.
(d) Voting Rights.
(1) With respect to all matters, each holder of
Series TT Preferred Shares shall be entitled to one vote for each share of such
stock standing in the name of the holder on the books of the Corporation.
(2) With respect to the election of directors, the
holders of Series TT Preferred Shares shall have class voting rights (voting
together with the holders of (i) other Preferred Shares that are entitled to
vote thereon and that were issued after October 31, 1981, and (ii) Series A
Common Shares) to the extent provided in Article IV of the Articles of
Incorporation of the Corporation.
-3-
<PAGE>
(e) Conversion.
(1) At any time and from time to time for the
period commencing on the Issue Date and terminating on the tenth anniversary of
the Issue Date, any holder of Series TT Preferred Shares may convert all or any
portion of the Series TT Preferred Shares held by such holder into Common Shares
at a conversion ratio (subject to adjustment as set forth below) of 1.818 Common
Shares for each Series TT Preferred Share so converted; provided, however, that,
in the case of Series TT Preferred Shares called for redemption, the right of
the holder thereof to convert such shares shall expire fifteen (15) days prior
to the Redemption Date. A holder of Series TT Preferred Shares shall be entitled
to receive in exchange therefor certificates for the fully paid and
nonassessable Common Shares of the Corporation at the rate aforesaid (with the
aggregate number of such Common Shares rounded to the nearest whole share)
within fifteen (15) days following presentation and surrender by such holder to
the Corporation at its offices of the certificates representing the Series TT
Preferred Shares to be converted (the "Conversion Date"), all under suitable
regulations (which shall not be inconsistent with the provisions hereof, which
shall not materially impair the rights of the holder, and of which the holder
shall receive advance notice) to be prescribed by the board of directors of the
Corporation. Conversion of Series TT Preferred Shares in the manner aforesaid
shall not affect the right of the converting holder thereof to receive (on the
Conversion Date if such dividends shall be legally payable by the Corporation on
such date, or as promptly after the Conversion Date as such dividends shall be
legally payable) dividends accrued but unpaid thereon as of any dividend payment
date prior to the Conversion Date.
(2) The number of Common Shares to be exchanged for
each Series TT Preferred Share that is converted pursuant to subparagraph (e)(1)
or redeemed in accordance with subparagraph (c)(1) shall be subject to
adjustment from time to time as set forth in clauses (A) and (B) of this
subparagraph (2):
(A) In the event the Corporation shall (i)
pay a dividend on its Common Shares in shares of the Corporation, (ii) subdivide
its outstanding Common Shares, (iii) combine the outstanding Common Shares
into a smaller number of shares or (iv) issue by reclassification of its Common
Shares (whether pursuant to a merger or consolidation or otherwise) any shares
of the Corporation, then the holder of each Series TT Preferred Share shall be
entitled to receive in exchange for such share upon the conversion or redemption
thereof the number of shares of the Corporation which such holder would have
owned or would have been entitled to receive after the happening of any of
the events described above had such share been converted immediately prior to
-4-
<PAGE>
the happening of such event. The adjustments provided for in this clause (A)
shall be cumulative if more than one event requiring an adjustment shall occur
between the Issue Date and the Conversion Date or Redemption Date, as the case
may be.
(B) No adjustment pursuant to this
paragraph (e) shall be required unless such adjustment would require an
increase or decrease in such rate of at least one-tenth (1/10) of a Common
Share; provided, however, that any adjustments which by reason of this
clause (B) are not required to be made shall be carried forward and taken
into account in any subsequent adjustment.
(C) Promptly after any adjustment
pursuant to this paragraph (e), the Corporation shall give written notice
thereof to all holders of Series TT Preferred Shares, setting forth in
reasonable detail and certifying the calculation of such adjustment.
(3) The Corporation shall at all times reserve
and keep available out of its authorized Common Shares, solely for the
purpose of issuance upon conversion of Series TT Preferred Shares as herein
provided, such number of Common Shares as shall then be issuable upon the
conversion of all outstanding Series TT Preferred Shares.
(4) Fractional Common Shares shall not be issued
upon conversion of Series TT Preferred Shares, nor shall cash adjustments be
made for fractional shares upon such conversion.
(5) For purposes of this paragraph (e), the term
"Common Shares" shall mean (A) the class of stock designated as the Common
Shares of the Corporation on the date this Statement is filed with the Iowa
Secretary of State, or (B) any other class of stock resulting from successive
changes or reclassification of such class consisting solely of a change in par
value, or a change from no par value to par value.
(6) Each notice of conversion shall state the
number of Series TT Preferred Shares to be converted, if less than all the
shares held by such holder. In case fewer than all the shares represented by
such certificate are converted, a new certificate shall be issued representing
the unconverted shares. From and after the Conversion Date (unless the
Corporation shall default in issuing the Common Shares on the Conversion Date),
all dividends on such converted shares of Series TT Preferred Shares shall cease
to accrue and such shares shall not be outstanding for any purpose whatsoever.
-5-
<PAGE>
(f) Preference Value in Liquidation. The amount payable with
respect to each Series TT Preferred Share in the event of either voluntary or
involuntary liquidation of the Corporation shall be $100.00, plus a sum equal to
the amount of all dividends accrued and unpaid thereon.
* * * * *
-6-
<PAGE>
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
TELEPHONE AND DATA SYSTEMS, INC.
----------------------------------
Statement of Designation, Preferences and Rights
of
$8.50 Cumulative, Non-Convertible, Redeemable and
Voting Series U Preferred Shares,
without par value, Stated Value $100.00 Per Share
----------------------------------
1. The name of the corporation is TELEPHONE AND DATA
SYSTEMS, INC.
2. A copy of the resolution of the Board of Directors
establishing and designating the $8.50 Cumulative, Non-
Convertible, Redeemable and Voting Series U Preferred Shares and
fixing and determining the relative rights and preferences
thereof is attached hereto as Exhibit A and is made a part of
this statement.
3. The aforesaid resolution was adopted as of
February 7, 1990.
4. The aforesaid resolution was duly adopted by the
Board of Directors of TELEPHONE AND DATA SYSTEMS, INC. No
shareholder vote was required.
IN WITNESS WHEREOF, we have hereunto subscribed our
names and affixed the seal of this corporation this 7th day of
February, 1990.
TELEPHONE AND DATA SYSTEMS, INC.
By /s/ LeRoy T. Carlson
----------------------------
LeRoy T. Carlson, Chairman
By /s/ Michael G. Hron
----------------------------
Michael G. Hron, Secretary
Subscribed and sworn to
before me this 7th day
of February, 1990
/s/ Miriam L. Oberbruner
- -------------------------
Notary Public
My commission expires: 10/12/93
---------
<PAGE>
EXHIBIT A
STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS
OF
$8.50 CUMULATIVE, NON-CONVERTIBLE, REDEEMABLE
AND VOTING SERIES U PREFERRED SHARES
-------------------------------------
RESOLVED, that pursuant to the authority expressly
granted to and vested in the board of directors of the
Corporation by the Articles of Incorporation of the Corporation,
the board of directors hereby creates and authorizes the issuance
of a series of the Preferred Shares of the Corporation to consist
originally of one thousand one hundred (1,100) shares and hereby
fixes the designation and the relative rights and preferences
thereof as follows:
(a) Designation - The designation of the series of
Preferred Shares created by this resolution shall be "$8.50
Cumulative, Non-Convertible, Redeemable and Voting Series U
Preferred Shares" (hereinafter referred to as "Series U Preferred
Shares"). The Series U Preferred Shares shall have no par value
but shall have a stated value of $100.00 per share.
(b) Dividends - The rate of dividend payable upon
Series U Preferred Shares shall be eight and 50/100 dollars
($8.50) per share per annum. Such dividends shall be cumulative
from and commence to accrue on the date of issuance.
(c) Redemption -
(1) After the fifth anniversary of the date of
issuance, the Corporation may, at its option, redeem
annually up to twenty percent (20%) of the Series U
Preferred Shares outstanding on such fifth anniversary for
$100.00 per share. After the tenth anniversary of their
issuance, the Corporation may at any time redeem, in whole
or in part, the then outstanding Series U Preferred Shares
for $100.00 per share. In addition to the redemption price,
the following shall be paid:
(A) any accrued and unpaid dividends with respect
to each Series U Preferred Share redeemed, and
(b) an amount equal to $2.125 for each Series U
Preferred Share redeemed multiplied by the number of
days between the date fixed for redemption and the
March 1, June 1, September 1, or December 1 immediately
preceding the date fixed for redemption and divided by
90.
(2) Notice of an election under the redemption
provision in subparagraph (1) shall be delivered to each
holder of Series U Preferred Shares to be redeemed at the
-1-
<PAGE>
address appearing on the records of the Corporation not less
than thirty (30) days prior to the date upon which such
stock is to be redeemed. If on or before the redemption
date specified in such notice, the funds necessary for such
redemption shall have been set aside by the Corporation so
as to be available for payment on demand to the holder of
the Series U Preferred Shares so called for redemption,
then, notwithstanding that any certificate representing
Series U Preferred Shares so called for redemption shall not
have been surrendered for cancellation, the dividends
thereon shall cease to accrue from and after the date of
such redemption so specified, and all rights with respect to
such Series U Preferred Shares so called for redemption,
including any right to vote or otherwise participate in the
determination of any proposed corporate action, shall
terminate at the close of business on such redemption date,
except only the right of the holder to receive the
redemption price therefor, but without interest. The Series
U Preferred Shares purchased or otherwise acquired shall not
be reissued but shall be cancelled and proceedings shall be
taken in the manner prescribed by statute to reduce the
number of Preferred Shares which the Corporation is
authorized to issue by the number of shares cancelled.
(d) Voting Rights -
(1) With respect to all matters, each holder of
Series U Preferred Shares shall be entitled to one vote for
each share of such stock standing in the name of the holder
on the books of the Corporation.
(2) With respect to the election of directors,
the holders of Series U Preferred Shares shall have class
voting rights (voting together with the holders of (i) other
Preferred Shares that are entitled to vote thereon and that
were issued after October 31, 1981, and (ii) Series A Common
Shares) to the extent provided in Article IV of the Articles
of Incorporation of the Corporation.
(e) Conversion - The Series U Preferred Shares shall
not be convertible.
(f) Liquidation - The amount payable upon each Series
U Preferred Share in the event of either voluntary or involuntary
liquidation shall be $100.00, plus a sum equal to the amount of
all accumulated and unpaid dividends thereon.
-2-
<PAGE>
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
TELEPHONE AND DATA SYSTEMS, INC.
----------------------------------
Statement of Designation, Preferences and Rights
of
$7.50 Cumulative, Convertible, Redeemable and
Voting Series V Preferred Shares,
without par value, Stated Value $100.00 Per Share
----------------------------------
1. The name of the corporation is TELEPHONE AND DATA
SYSTEMS, INC.
2. A copy of the resolution of the Board of Directors
establishing and designating the $7.50 Cumulative, Convertible,
Redeemable and Voting Series V Preferred Shares and fixing and
determining the relative rights and preferences thereof is
attached hereto as Exhibit A and is made a part of this
statement.
3. The aforesaid resolution was adopted as of
February 7, 1990.
4. The aforesaid resolution was duly adopted by the
Board of Directors of TELEPHONE AND DATA SYSTEMS, INC. No
shareholder vote was required.
IN WITNESS WHEREOF, we have hereunto subscribed our
names and affixed the seal of this corporation this 7th day of
February, 1990.
TELEPHONE AND DATA SYSTEMS, INC.
By /s/ LeRoy T. Carlson
----------------------------
LeRoy T. Carlson, Chairman
By /s/ Michael G. Hron
----------------------------
Michael G. Hron, Secretary
Subscribed and sworn to
before me this 7th day
of February, 1990
/s/ Miriam L. Oberbruner
- -------------------------
Notary Public
My commission expires: 10/12/93
--------
<PAGE>
EXHIBIT A
STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS
OF
$7.50 CUMULATIVE, CONVERTIBLE, REDEEMABLE
AND VOTING SERIES V PREFERRED SHARES
-------------------------------------
RESOLVED, that pursuant to the authority expressly
granted to and vested in the board of directors of the
Corporation by the Articles of Incorporation of the Corporation,
the board of directors hereby creates and authorizes the issuance
of a series of the Preferred Shares of the Corporation to consist
originally of six thousand two hundred (6,200) shares and hereby
fixes the designation and the relative rights and preferences
thereof as follows:
(a) Designation - The designation of the series of
Preferred Shares created by this resolution shall be "$7.50
Cumulative, Convertible, Redeemable and Voting Series V Preferred
Shares" (hereinafter referred to as the "Series V Preferred
Shares"). The Series V Preferred Shares shall have no par value
but shall have a stated value of $100.00 per share.
(b) Dividends - The rate of dividend payable upon
Series V Preferred Shares shall be seven and 50/100 dollars
($7.50) per share per annum. Such dividends shall be cumulative
from and commence to accrue on the date of issuance.
(c) Redemption -
(1) After the seventh anniversary of the date of
issuance, the Corporation may, at its option, at any time
redeem all or a portion of the then outstanding Series V
Preferred Shares for $100.00 per share, plus
(A) any accrued and unpaid dividends with respect
to each Series V Preferred Share redeemed, and
(B) an amount equal to $1.875 for each Series V
Preferred Share redeemed multiplied by the number of
days between the date fixed for redemption and the
March 1, June 1, September 1, or December 1 immediately
preceding the date fixed for redemption and divided by
90.
(2) Notice of an election under the redemption
provision in subparagraph (1) above shall be delivered to
each holder of Series V Preferred Shares to be redeemed at
the address appearing on the records of the Corporation not
less than thirty (30) days prior to the date upon which such
stock is to be redeemed. If on or before the redemption
date specified in such notice, the funds necessary for such
redemption shall have been set aside by the Corporation so
-1-
<PAGE>
as to be available for payment on demand to the holder of
Series V Preferred Shares so called for redemption, then,
notwithstanding that any certificate representing Series V
Preferred Shares so called for redemption shall not have
been surrendered for cancellation, the dividends thereon
shall cease to accrue from and after the date of such
redemption so specified, and all rights with respect to such
Series V Preferred Shares so called for redemption,
including any right to vote or otherwise participate in the
determination of any proposed corporate action, shall
terminate at the close of business on such redemption date,
except only the right of the holder to receive the
redemption price therefor, but without interest. The Series
V Preferred Shares purchased or otherwise acquired shall not
be reissued but shall be cancelled and proceedings shall be
taken in the manner prescribed by statute to reduce the
number of Preferred Shares which the Corporation is
authorized to issue by the number of shares cancelled.
(d) Voting Rights -
(1) With respect to all matters, each holder of
Series V Preferred Shares shall be entitled to one vote for
each share of such stock standing in the name of the holder
on the books of the Corporation.
(2) With respect to the election of directors,
the holders of Series V Preferred Shares shall have class
voting rights (voting together with the holders of (i) other
Preferred Shares that are entitled to vote thereon and that
were issued after October 31, 1981, and (ii) Series A Common
Shares) to the extent provided in Article IV of the Articles
of Incorporation of the Corporation.
(e) Conversion -
(1) Commencing upon issuance and terminating at
the close of business on the day before the seventh
anniversary of the date of issuance, each outstanding Series
V Preferred Share may be converted, upon fifteen (15) days'
written notice, into nine (9) Common Shares. On
presentation and surrender to the Corporation at its offices
of the certificate representing the Series V Preferred
Shares to be converted, the holder thereof shall be entitled
to receive in exchange therefor certificates for the fully
paid and nonassessable Common Shares of the Corporation at
the rate aforesaid, all under suitable regulations to be
prescribed by the board of directors of the Corporation.
Conversion of Series V Preferred Shares in the manner
aforesaid shall not affect the right of the converting
holder thereof to receive dividends accrued but unpaid
thereon as of the dividend payment date immediately prior to
conversion.
-2-
<PAGE>
(2) The number of Common Shares into which each
Series V Preferred Share is convertible shall be subject to
adjustment from time to time. In the event the Corporation
shall (i) pay a dividend on its Common Shares (in Common
Shares of the Corporation) of more than 20% of the number of
outstanding Common Shares, (ii) subdivide its outstanding
Common Shares, (iii) combine the outstanding Common Shares
into a smaller number of shares or (iv) issue by
reclassification of its Common Shares (whether pursuant to a
merger or consolidation or otherwise) any shares of the
Corporation, then the holder of each Series V Preferred
Share shall be entitled to receive, upon the conversion of
such share, the number of shares of the Corporation which he
would have owned or would have been entitled to receive
after the happening of any of the events described above had
such share been converted immediately prior to the happening
of such event. An adjustment made pursuant to this
provision shall become effective retroactively with respect
to conversions made after the record date in the case of a
dividend, and shall become effective on the effective date
in the case of a subdivision, combination or
reclassification.
(3) The Corporation shall at all time reserve and
keep available out of its authorized Common Shares, solely
for the purpose of issuance upon conversion of Series V
Preferred Shares as herein provided, such number of Common
Shares as shall then be issuable upon the conversion of all
outstanding Series V Preferred Shares.
(4) Fractional Common Shares shall not be issued
upon conversion of Series V Preferred Shares, nor shall cash
adjustments be made for fractional shares upon such
conversion.
(5) For purposes of this paragraph (e), the term
"Common Shares" shall mean (A) the class of stock designated
as the Common Shares of the Corporation on the date this
Statement is filed with the Iowa Secretary of State, or (B)
any other class of stock resulting from successive changes
or reclassifications of such class consisting solely of a
change in par value, or a change from no par value to par
value.
(f) Liquidation - The amount payable upon each Series
V Preferred Share in the event of either voluntary or involuntary
liquidation shall be $100.00, plus a sum equal to the amount of
all accumulated and unpaid dividends thereon.
-3-
<PAGE>
TELEPHONE AND DATA SYSTEMS, INC.
----------------------------------
Statement of Designation, Preferences and Rights
of
$7.50 Cumulative and Convertible
Voting Series W, Preferred Shares,
without par value, Stated Value $100 Per Share
----------------------------------
1. The name of the corporation is TELEPHONE AND DATA
SYSTEMS, INC.
2. A copy of the resolution of the Board of Directors
establishing and designating the $7.50 Cumulative and Convertible
Voting Series W Preferred Shares and fixing and determining the
relative rights and preferences thereof is attached hereto as
Exhibit A and is made a part of this statement.
3. The aforesaid resolution was adopted as of
September 24, 1987.
4. The aforesaid resolution was duly adopted by the
Board of Directors of TELEPHONE AND DATA SYSTEMS, INC.
IN WITNESS WHEREOF, we have hereunto subscribed our
names and affixed the seal of this corporation as of the 23st day
of December, 1987.
TELEPHONE AND DATA SYSTEMS, INC.
By: /s/ LeRoy T. Carlson
----------------------------
LeRoy T. Carlson, Chairman
By: /s/ Michael G. Hron _
----------------------------
Michael G. Hron, Secretary
<PAGE>
EXHIBIT A
STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS
OF
$7.50 CUMULATIVE AND CONVERTIBLE
VOTING SERIES W PREFERRED SHARES,
WITHOUT PAR VALUE, STATED VALUE $100.00 PER SHARE
--------------------------------------------------
RESOLVED, that pursuant to the authority expressly
granted to and vested in the board of directors of the
Corporation by the Articles of Incorporation, the board of
directors hereby creates and authorizes the issuance of a series
of the Preferred Shares of the Corporation to consist originally
of Eight Thousand Five Hundred (8,500) shares, and hereby fixes
the designation, relative rights and preferences thereof as
follows:
(a) Designation - The designation of the series of
Preferred Shares created by this resolution shall be $7.50
Cumulative and Convertible Voting Series W Preferred Shares
(hereinafter referred to as the "Series W Preferred Shares").
The Series W Preferred Shares shall have no par value but shall
have a stated value of $100.00 per share.
(b) Dividends - The rate of dividend payable upon
Series W Preferred Shares shall be seven and 50/100 dollars
($7.50) per share per annum.
(c) Redemption -
(1) Unless the Series W Preferred Shares have
been converted, or written notice to convert has been
received prior to the expiration of the conversion period
set forth in paragraph (e) hereof, then commencing with the
tenth anniversary of the issuance of the Series W Preferred
Shares and ending ten years thereafter, the shareholder may,
at its option, redeem up to one thousand seven hundred
(1,700) shares per annum of the then outstanding Series W
Preferred Shares for $100.00 per share, plus an amount equal
to all dividends accrued and unpaid thereon on the
redemption date.
(2) Notice of an election under the redemption
provision in subparagraph (1) above shall be delivered to
the Corporation not less than thirty (30) days prior to the
date upon which such stock is to be redeemed. If on the
redemption date specified in such notice, the funds
necessary for such redemption shall have been set aside by
the Corporation so as to be available for payment on demand
to the holder of the Series W Preferred Shares so offered
for redemption, then, notwithstanding that any certificate
representing Series W Preferred Shares so offered for
redemption shall have not been so surrendered for
-1-
<PAGE>
cancellation, the dividends thereon shall cease to accrue
from and after the date of such redemption so specified, and
all rights with respect to Series W Preferred Shares so
offered for redemption, including any right to vote or
otherwise participate in the determination of any proposed
corporate action, shall forthwith after such redemption date
cease and terminate, except only the right of the holder to
receive the redemption price therefor, but without interest.
The Series W Preferred Shares redeemed pursuant to the
provisions hereof or any such shares purchased or otherwise
acquired shall not be reissued but shall be cancelled and
proceedings shall be taken in the manner prescribed by
statute to reduce the number of Preferred Shares which the
Corporation is authorized to issue by the number of shares
cancelled.
(d) Voting Rights -
(1) With respect to all matters, each holder of
Series W Preferred Shares shall be entitled to one vote for
each share of such stock standing in the name of the holder
on the books of the Corporation.
(2) With respect to the election of directors,
the holders of Series W Preferred Shares shall have class
voting rights (voting together with the holders of (i) other
Preferred Shares that are entitled to vote thereon and that
were issued after October 31, 1981, and (ii) Series A Common
Shares) to the extent provided in Article IV of the Articles
of Incorporation of the Corporation.
(e) Conversion -
(1) The Series W Preferred Shares shall be
convertible into the Corporation's Common Shares as
hereinafter provided, and when and as so converted, such
Series W Preferred Shares shall be cancelled and retired and
shall not be reissued as such. Commencing upon issuance and
terminating seven (7) years thereafter, the Series W
Preferred Shares may be converted, upon written notice to
the Corporation, into Common Shares of the Corporation at
the rate of four (4) Common Shares for each Series W
Preferred Share. On presentation and surrender to the
Corporation at its offices of the certificate representing
the Series W Preferred Shares to be converted, the holder
thereof shall be entitled to receive in exchange therefor
certificates for the fully paid and non-assessable Common
Shares of the Corporation at the rate aforesaid, all under
suitable regulations to be prescribed by the board of
directors of the Corporation. Conversion of Series W
Preferred Shares in the manner aforesaid shall not affect
the right of the converting holder thereof to receive
dividends accrued but unpaid thereon as of the dividend
payment date immediately prior to conversion.
-2-
<PAGE>
(2) The number of Common Shares into which each
Series W Preferred Share is convertible shall be subject to
adjustment from time to time as set forth in clauses (A) and
(B) of this subparagraph (2):
(A) In case the Corporation shall (i) pay a
dividend on its Common Shares in shares of the
Corporation (ii) subdivide its outstanding Common
Shares, (iii) combine the outstanding Common Shares
into a smaller number of shares or (iv) issue by
reclassification of its Common Shares (whether pursuant
to a merger or consolidation or otherwise) any shares
of the Corporation, then the holder of each Series W
Preferred Share shall be entitled to receive upon the
conversion of such share, the number of shares of the
Corporation which he would have owned or would have
been entitled to receive after the happening of any of
the events described above had such share been
converted immediately prior to the happening of such
event. An adjustment made pursuant to this provision
shall become effective retroactively with respect to
conversions made subsequently to the record date in the
case of a dividend, and shall become effective on the
effective date in the case of a subdivision,
combination or reclassification.
(B) No adjustment in the conversion rate shall be
required unless such adjustment would require an
increase or decrease in such rate of at least one-tenth
(1/10) of a Common Share; provided, however, that any
adjustments which by reason of this clause (B) are not
required to be made shall be carried forward and taken
into account in any subsequent adjustment.
(3) The Corporation shall at all times reserve
and keep available out of its authorized Common Shares,
solely for the purpose of issuance upon conversion of Series
W Preferred Shares as herein provided, such number of Common
Shares as shall then be issuable upon the conversion of all
outstanding Series W Preferred Shares.
(4) Fractional Common Shares shall not be issued
upon conversion of Series W Preferred Shares, nor shall cash
adjustments be made for fractional shares upon such
conversion.
(5) For purposes of this paragraph (e), the term
"Common Shares" shall mean (A) the class of stock designated
as the Common Shares of the Corporation at the date of these
Amended Articles of Incorporation, or (B) any other class of
stock resulting from successive changes or reclassifications
of such class consisting solely of a change in par value, or
a change from no par value to par value.
-3-
<PAGE>
(f) Liquidation - The amount payable upon each Series
W Preferred Share in the event of either voluntary or involuntary
liquidation shall be $100.00, plus a sum equal to the amount of
all accumulated and unpaid dividends thereon.
-4-
<PAGE>
TELEPHONE AND DATA SYSTEMS, INC.
----------------------------------
Statement of Designation, Preferences and Rights
of
$6.00 Cumulative, Convertible and Redeemable
Voting Series X Preferred Shares,
without par value, Stated Value $100.00 Per Share
----------------------------------
1. The name of the corporation is TELEPHONE AND DATA
SYSTEMS, INC.
2. A copy of the resolution of the Board of Directors
establishing and designating the $6.00 Cumulative, Convertible
and Redeemable Voting Series X Preferred Shares and fixing and
determining the relative rights and preferences thereof is
attached hereto as Exhibit A and is made a part of this
statement.
3. The aforesaid resolution was adopted as of
September 18, 1987.
4. The aforesaid resolution was duly adopted by the
Board of Directors of TELEPHONE AND DATA SYSTEMS, INC.
IN WITNESS WHEREOF, we have hereunto subscribed our
names and affixed the seal of this corporation this 19th day of
September, 1987.
TELEPHONE AND DATA SYSTEMS, INC.
By /s/ LeRoy T. Carlson
----------------------------
LeRoy T. Carlson, Chairman
By /s/ Michael G. Hron
----------------------------
Michael G. Hron, Secretary
<PAGE>
EXHIBIT A
STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS
OF
$6.00 CUMULATIVE, CONVERTIBLE AND REDEEMABLE
VOTING SERIES X PREFERRED SHARES,
WITHOUT PAR VALUE, STATED VALUE $100.00 PER SHARE
-------------------------------------------------
RESOLVED, that pursuant to the authority expressly
granted to and vested in the board of directors of the
Corporation by the Articles of Incorporation, the board of
directors hereby creates and authorizes the issuance of a series
of the Preferred Shares of the Corporation to consist originally
of One Thousand Seven Hundred (1,700) shares, and hereby fixes
the designation, relative rights and preferences thereof as
follows:
(a) Designation - The designation of the series of
Preferred Shares created by this resolution shall be $6.00
Cumulative, Convertible and Redeemable Voting Series X Preferred
Shares" (hereinafter referred to as the "Series X Preferred
Shares"). The Series X Preferred Shares shall have no par value
but shall have a stated value of $100.00 per share.
(b) Dividends - The rate of dividend payable upon
Series X Preferred Shares shall be six and no/100 dollars ($6.00)
per share per annum.
(c) Redemption -
(1) Unless the Series X Preferred Shares have
been converted, or written notice to convert has been
received prior to the expiration of the conversion period
set forth in paragraph (e) hereof, then commencing with the
fifteenth anniversary of the issuance of the Series X
Preferred Shares and ending five years thereafter, any
shareholder of TDS may, at its sole option, redeem the then
outstanding Series X Preferred Shares for $100.00 per share,
plus an amount equal to all dividends accrued and unpaid
thereon on the redemption date.
(2) Notice of an election under the redemption
provision in subparagraph (1) above shall be delivered to
the Corporation not less than thirty (30) days prior to the
date upon which such stock is to be redeemed. If on or
before the redemption date specified in such notice, the
funds necessary for such redemption shall have been set
aside by the Corporation so as to be available for payment
on demand to the holder of Series X Preferred Shares so
offered for redemption, then, notwithstanding that any
certificate representing Series X Preferred Shares so
offered for redemption shall have not been so surrendered
for cancellation, the dividends thereon shall cease to
-1-
<PAGE>
accrue from and after the date of such redemption so
specified, and all rights with respect to such Series X
Preferred Shares so offered for redemption, including any
right to vote or otherwise participate in the determination
of any proposed corporate action, shall forthwith after such
redemption date shall cease and terminate, except only the
right of the holder to receive the redemption price
therefor, but without interest.
(d) Voting Rights -
(1) With respect to all matters, each holder of
Series X Preferred Shares shall be entitled to one vote for
each share of such stock standing in the name of the holder
on the books of the Corporation.
(2) With respect to the election of directors,
the holders of Series X Preferred Shares shall have class
voting rights (voting together with the holders of (i) other
Preferred Shares that are entitled to vote thereon and that
were issued after October 31, 1981, and (ii) Series A Common
Shares) to the extent provided in Article IV of the Articles
of Incorporation of the Corporation.
(e) Conversion -
(1) Commencing upon issuance and terminating ten
(10) years thereafter, the Series X Preferred Shares may be
converted, upon written notice to the Corporation, into
Common Shares of the Corporation at the rate of three and
one-half (3.5) Common Shares for each Series X Preferred
Share. On presentation and surrender to the Corporation at
its offices of the certificate representing the Series X
Preferred Shares to be converted, the holder thereof shall
be entitled to receive in exchange therefor certificates for
the fully paid and non-assessable Common Shares of the
Corporation at the rate aforesaid, all under suitable
regulations to be prescribed by the board of directors of
the Corporation. Conversion of Series X Preferred Shares in
the manner aforesaid shall not affect the right of the
converting holder thereof to receive dividends accrued but
unpaid thereon as of the dividend payment date immediately
prior to conversion.
(2) The number of Common Shares into which each
Series X Preferred Share is convertible shall be subject to
adjustment from time to time as set forth in clauses (A) and
(B) of this subparagraph (2):
(A) In case the Corporation shall (i) pay a
dividend on its Common Shares in shares of the
Corporation (ii) subdivide its outstanding Common
Shares, (iii) combine the outstanding Common Shares
into a smaller number of shares or (iv) issue by
-2-
<PAGE>
reclassification of its Common Shares (whether pursuant
to a merger or consolidation or otherwise) any shares
of the Corporation, then the holder of each Series X
Preferred Share shall be entitled to receive upon the
conversion of such share, the number of shares of the
Corporation which he would have owned or would have
been entitled to receive after the happening of any of
the events described above had such share been
converted immediately prior to the happening of such
event. An adjustment made pursuant to this provision
shall become effective retroactively with respect to
conversions made subsequently to the record date in the
case of a dividend, and shall become effective on the
effective date in the case of a subdivision,
combination or reclassification.
(B) No adjustment in the conversion rate shall be
required unless such adjustment would require an
increase or decrease in such rate of at least one-tenth
(1/10) of a Common Share; provided, however, that any
adjustments which by reason of this clause (B) are not
required to be made shall be carried forward and taken
into account in any subsequent adjustment.
(3) The Corporation shall at all times reserve
and keep available out of its authorized Common Shares,
solely for the purpose of issuance upon conversion of Series
X Preferred Shares as herein provided, such number of Common
Shares as shall then be issuable upon the conversion of all
outstanding Series X Preferred Shares.
(4) Fractional Common Shares shall not be issued
upon conversion of Series X Preferred Shares, nor shall cash
adjustments be made for fractional shares upon such
conversion.
(5) For purposes of this paragraph (e), the term
"Common Shares" shall mean (A) the class of stock designated
as the Common Shares of the Corporation at the date of these
Amended Articles of Incorporation, or (B) any other class of
stock resulting from successive changes or reclassifications
of such class consisting solely of a change in par value, or
a change from no par value to par value.
(f) Liquidation - The amount payable upon each Series
X Preferred Share in the event of either voluntary or involuntary
liquidation shall be $100.00, plus a sum equal to the amount of
all accumulated and unpaid dividends thereon.
-3-
<PAGE>
TELEPHONE AND DATA SYSTEMS, INC.
----------------------------------
Statement of Designation, Preferences and Rights
of
$8.00 Cumulative, Convertible
Voting Series Y Preferred Shares
----------------------------------
1. The name of the corporation is TELEPHONE AND DATA
SYSTEMS, INC.
2. A copy of the resolution of the Board of Directors
establishing and designating the $8.00 Cumulative, Convertible
Voting Series Y Preferred Shares and fixing and determining the
relative rights and preferences thereof is attached hereto as
Exhibit A and is made a part of this statement.
3. The aforesaid resolution was adopted as of
September 18, 1987.
4. The aforesaid resolution was duly adopted by the
Board of Directors of TELEPHONE AND DATA SYSTEMS, INC.
IN WITNESS WHEREOF, we have hereunto subscribed our
names and affixed the seal of this corporation this 19th day of
September, 1987.
TELEPHONE AND DATA SYSTEMS, INC.
By /s/ LeRoy T. Carlson
----------------------------
LeRoy T. Carlson, Chairman
By /s/ Michael G. Hron
----------------------------
Michael G. Hron, Secretary
<PAGE>
EXHIBIT A
STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS
OF
$8.00 CUMULATIVE, CONVERTIBLE
VOTING SERIES Y PREFERRED SHARES
---------------------------------
RESOLVED, that pursuant to the authority expressly
granted to and vested in the board of directors of the
Corporation by the Articles of Incorporation, the board of
directors hereby creates and authorizes the issuance of a series
of the Preferred Shares of the Corporation to consist originally
of not more than 7,500 shares, and hereby fixes the designation,
and the relative rights and preferences thereof:
(a) Designation - The designation of the series of
Preferred Shares created by this resolution shall be "$8.00
Cumulative, Convertible, and Redeemable Voting Series Y Preferred
Shares" (hereinafter referred to as the "Series Y Preferred
Shares").
(b) Dividends - The rate of dividend payable upon
Series Y Preferred Shares shall be eight and 00/100 dollars
($8.00) per share per annum and paid quarterly.
(c) Voting Rights -
(1) With respect to all matters, each holder of
Series Y Preferred Shares shall be entitled to one vote for
each share of such stock standing in the name of the holder
on the books of the Corporation.
(2) With respect to the election of directors,
the holders of Series Y Preferred Shares shall have class
voting rights (voting together with the holders of (i) other
Preferred Shares that are entitled to vote thereon and that
were issued after October 31, 1981, and (ii) Series A Common
Shares) to the extent provided in Article IV of the Articles
of Incorporation of the Corporation.
(e) Conversion -
(1) Commencing upon issuance and in perpetuity
thereafter, the Series Y Preferred Shares may be converted,
upon fifteen (15) days' written notice to the Corporation,
into Common Shares of the Corporation at the rate of 3.5
Common Shares for each Series Y Preferred Share. On
presentation and surrender to the Corporation at it offices
of the certificate representing the Series Y Preferred
Shares to be converted, the holder thereof shall be entitled
to receive in exchange therefor certificates for the fully
paid and non-assessable Common Shares of the Corporation at
the rate aforesaid, all under suitable regulations to be
-1-
<PAGE>
prescribed by the board of directors of the Corporation.
Conversion of Series Y Preferred Shares in the manner
aforesaid shall not affect the right of the converting
holder thereof to receive dividends accrued but unpaid
thereon as of the dividend payment date immediately prior to
conversion.
(2) The number of Common Shares into which each
Series Y Preferred Share is convertible shall be subject to
adjustment from time to time as set forth in clauses (A) and
(B) of this subparagraph (2):
(A) In case the Corporation shall (i) pay a
dividend on its Common Shares in shares of the
Corporation (ii) subdivide its outstanding Common
Shares into a greater number of shares, (iii) combine
its outstanding Common Shares into a smaller number of
shares, or (iv) issue by reclassification of its Common
Shares (whether pursuant to a merger or consolidation
or otherwise) any shares of the Corporation, then the
holder of each Series Y Preferred Share shall be
entitled to receive upon the conversion of such share,
the number of shares of the Corporation which the
Shareholder would have owned or would have been
entitled to receive after the happening of any of the
events described above had such share been converted
immediately prior to the happening of such event. An
adjustment made pursuant to this provision shall become
effective retroactively with respect to conversions
made subsequently to the record date in the case of a
dividend, and shall become effective on the effective
date in the case of a subdivision, combination or
reclassification.
(B) No adjustment in the conversion rate shall be
required unless such adjustment would require an
increase or decrease in such rate of at least one-tenth
(1/10) of a Common Share; provided, however, that any
adjustments which by reason of this clause (B) are not
required to be made shall be carried forward and taken
into account in any subsequent adjustment.
(3) The Corporation shall at all times reserve
and keep available out of its authorized Common Shares,
solely for the purpose of issuance upon conversion of Series
Y Preferred Shares as herein provided, such number of Common
Shares as shall then be issuable upon the conversion of all
outstanding Series Y Preferred Shares.
(4) Fractional Common Shares shall not be issued
upon conversion of Series Y Preferred Shares, nor shall cash
adjustments be made for fractional shares upon such
conversion.
-2-
<PAGE>
(5) For purposes of this paragraph (f), the term
"Common Shares" shall mean (A) the class of stock designated
as the Common Shares of the Corporation at the date of this
resolution, or (B) any other class of stock resulting from
successive changes or reclassifications of such class
consisting solely of a change in par value, or a change from
par value to no par value, or a change from no par value to
par value.
(e) Liquidation - The amount payable upon each Series
Y Preferred Share in the event of either voluntary or involuntary
liquidation shall be $100.00, plus a sum equal to the amount of
all accumulated and unpaid dividends thereon.
-3-
<PAGE>
TELEPHONE AND DATA SYSTEMS, INC.
----------------------------------
Statement of Designation, Preferences and Rights
of
$8.00 Cumulative, Convertible
Voting Series Z Preferred Shares
----------------------------------
1. The name of the corporation is TELEPHONE AND DATA
SYSTEMS, INC.
2. A copy of the resolution of the Board of Directors
establishing and designating the $8.00 Cumulative, Convertible
Voting Series Z Preferred Shares and fixing and determining the
relative rights and preferences thereof is attached hereto as
Exhibit A and is made a part of this statement.
3. The aforesaid resolution was adopted as of
September 18, 1987.
4. The aforesaid resolution was duly adopted by the
Board of Directors of TELEPHONE AND DATA SYSTEMS, INC.
IN WITNESS WHEREOF, we have hereunto subscribed our
names and affixed the seal of this corporation this 19th day of
September, 1987.
TELEPHONE AND DATA SYSTEMS, INC.
By /s/ LeRoy T. Carlson
----------------------------
LeRoy T. Carlson, Chairman
By /s/ Michael G. Hron
----------------------------
Michael G. Hron, Secretary
<PAGE>
EXHIBIT A
STATEMENT OF DESIGNATION, PREFERENCES AND RIGHTS
OF
$8.00 CUMULATIVE, CONVERTIBLE
VOTING SERIES Z PREFERRED SHARES
-----------------------------------
RESOLVED, that pursuant to the authority expressly
granted to and vested in the board of directors of the
Corporation by the Articles of Incorporation, the board of
directors hereby creates and authorizes the issuance of a series
of the Preferred Shares of the Corporation to consist originally
of not more than 17,500 shares, and hereby fixes the designation,
and the relative rights and preferences thereof:
(a) Designation - The designation of the series of
Preferred Shares created by this resolution shall be "$8.00
Cumulative, Convertible and Redeemable Voting Series Z Preferred
Shares" (hereinafter referred to as "Series Z Preferred Shares").
(b) Dividends - The rate of dividend payable upon
Series Z Preferred Shares shall be eight and 00/100 dollars
($8.00) per share per annum and paid quarterly.
(c) Voting Rights -
(1) With respect to all matters, each holder of
Series Z Preferred Shares shall be entitled to one vote for
each share of such stock standing in the name of the holder
on the books of the Corporation.
(2) With respect to the election of directors,
the holders of Series Z Preferred Shares shall have class
voting rights (voting together with the holders of (i) other
Preferred Shares that are entitled to vote thereon and that
were issued after October 31, 1981, and (ii) Series A Common
Shares) to the extent provided in Article IV of the Articles
of Incorporation of the Corporation.
(d) Conversion -
(1) Commencing upon issuance and in perpetuity
thereafter, the Series Z Preferred Shares may be converted,
upon fifteen (15) days' written notice to the Corporation,
into Common Shares of the Corporation at the rate of 3.5
Common Shares for each Series Z Preferred Share. On
presentation and surrender to the Corporation at it offices
of the certificate representing the Series Z Preferred
Shares to be converted, the holder thereof shall be entitled
to receive in exchange therefor certificates for the fully
paid and non-assessable Common Shares of the Corporation at
the rate aforesaid, all under suitable regulations to be
prescribed by the board of directors of the Corporation.
-1-
<PAGE>
Conversion of Series Z Preferred Shares in the manner
aforesaid shall not affect the right of the converting
holder thereof to receive dividends accrued but unpaid
thereon as of the dividend payment date immediately prior to
conversion.
(2) The number of Common Shares into which each
Series Z Preferred Share is convertible shall be subject to
adjustment from time to time as set forth in clauses (A) and
(B) of this subparagraph (2):
(A) In case the Corporation shall (i) pay a
dividend on its Common Shares in shares of the
Corporation (ii) subdivide its outstanding Common
Shares into a greater number of shares, (iii) combine
its outstanding Common Shares into a smaller number of
shares, or (iv) issue by reclassification of its Common
Shares (whether pursuant to a merger or consolidation
or otherwise) any shares of the Corporation, then the
holder of each Series Z Preferred Share shall be
entitled to receive upon the conversion of such share,
the number of shares of the Corporation which the
Shareholder would have owned or would have been
entitled to receive after the happening of any of the
events described above had such share been converted
immediately prior to the happening of such event. An
adjustment made pursuant to this provision shall become
effective retroactively with respect to conversions
made subsequently to the record date in the case of a
dividend, and shall become effective on the effective
date in the case of a subdivision, combination or
reclassification.
(B) No adjustment in the conversion rate shall be
required unless such adjustment would require an
increase or decrease in such rate of at least one-tenth
(1/10) of a Common Share; provided, however, that any
adjustments which by reason of this clause (B) are not
required to be made shall be carried forward and taken
into account in any subsequent adjustment.
(3) The Corporation shall at all times reserve
and keep available out of its authorized Common Shares,
solely for the purpose of issuance upon conversion of Series
Z Preferred Shares as herein provided, such number of Common
Shares as shall then be issuable upon the conversion of all
outstanding Series Z Preferred Shares.
(4) Fractional Common Shares shall not be issued
upon conversion of Series Z Preferred Shares, nor shall cash
adjustments be made for fractional shares upon such
conversion.
-2-
<PAGE>
(5) For purposes of this paragraph (f), the term
"Common Shares" shall mean (A) the class of stock designated
as the Common Shares of the Corporation at the date of this
resolution, or (B) any other class of stock resulting from
successive changes or reclassifications of such class
consisting solely of a change in par value, or a change from
par value to no par value, or a change from no par value to
par value.
(e) Liquidation - The amount payable upon each Series
Z Preferred Share in the event of either voluntary or involuntary
liquidation shall be $100.00, plus a sum equal to the amount of
all accumulated and unpaid dividends thereon.
-3-
<PAGE>
Exhibit 11
Telephone and Data Systems, Inc.
Computation of Earnings Per Common Share
(in thousands, except per share amounts)
Three Months Ended September 30, 1997 1996
- --------------------------------------------------------------------------------
Primary Earnings
Net Income $ 9,019 $ 22,669
Dividends on Preferred Shares (470) (469)
----------- -----------
Net Income Available to Common $ 8,549 $ 22,200
=========== ===========
Primary Shares
Weighted average number of Common and Series A
Common Shares Outstanding 59,511 61,084
Additional shares assuming issuance of:
Options and Stock Appreciation Rights 119 161
Convertible Preferred Shares -- 45
Common Shares Issuable 10 31
----------- -----------
Primary Shares 59,640 61,321
=========== ===========
Primary Earnings per Common Share
Net Income $ .14 $ .36
=========== ===========
Fully Diluted Earnings*
Net Income $ 9,019 $ 22,669
Dividends on Preferred Shares (470) (331)
----------- -----------
Net Income Available to Common $ 8,549 $ 22,338
=========== ===========
Fully Diluted Shares
Weighted average number of Common and Series A
Common Shares Outstanding 59,511 61,084
Additional shares assuming issuance of:
Options and Stock Appreciation Rights 140 161
Convertible Preferred Shares -- 512
Common Shares Issuable 10 31
----------- -----------
Fully Diluted Shares 59,661 61,788
=========== ===========
Fully Diluted Earnings per Common Share
Net Income $ .14 $ .36
=========== ===========
* This calculation is submitted in accordance with Securities Act of 1934
Release No. 9083 although not required by footnote 2 to paragraph 14 of APB
Opinion No. 15 because it results in dilution of less than 3%.
<PAGE>
Exhibit 11
Telephone and Data Systems, Inc.
Computation of Earnings Per Common Share
(in thousands, except per share amounts)
Nine Months Ended September 30, 1997 1996
- --------------------------------------------------------------------------------
Primary Earnings
Net Income $ 25,457 $ 116,050
Dividends on Preferred Shares (1,422) (769)
----------- -----------
Net Income Available to Common $ 24,035 $ 115,281
=========== ===========
Primary Shares
Weighted average number of Common and Series A
Common Shares Outstanding 60,249 60,243
Additional shares assuming issuance of:
Options and Stock Appreciation Rights 130 170
Convertible Preferred Shares -- 415
Common Shares Issuable 16 28
----------- -----------
Primary Shares 60,395 60,856
=========== ===========
Primary Earnings per Common Share
Net Income $ .40 $ 1.89
=========== ===========
Fully Diluted Earnings*
Net Income $ 25,457 $ 116,050
Dividends on Preferred Shares (1,422) (347)
----------- -----------
Net Income Available to Common $ 24,035 $ 115,703
=========== ===========
Fully Diluted Shares
Weighted average number of Common and Series A
Common Shares Outstanding 60,249 60,243
Additional shares assuming issuance of:
Options and Stock Appreciation Rights 161 176
Convertible Preferred Shares -- 887
Common Shares Issuable 16 28
----------- -----------
Fully Diluted Shares 60,426 61,334
=========== ===========
Fully Diluted Earnings per Common Share
Net Income $ .40 $ 1.89
=========== ===========
* This calculation is submitted in accordance with Securities Act of 1934
Release No. 9083 although not required by footnote 2 to paragraph 14 of APB
Opinion No. 15 because it results in dilution of less than 3%.
<PAGE>
Exhibit 12
TELEPHONE AND DATA SYSTEMS, INC.
RATIOS OF EARNINGS TO FIXED CHARGES
For the Nine Months September 30, 1997
(Dollars In Thousands)
EARNINGS:
Income from Continuing Operations before
income taxes $ 52,774
Add (Deduct):
Minority Share of Losses (27,041)
Earnings on Equity Method (57,416)
Distributions from Minority Subsidiaries 42,695
Amortization of Capitalized Interest 619
Minority interest in majority-owned subsidiaries
that have fixed charges 17,297
------------
28,928
Add fixed charges:
Consolidated interest expense 60,050
Interest Portion (1/3) of Consolidated Rent Expense 6,675
Amortization of debt expense and discount on
indebtedness 530
------------
$ 96,183
============
FIXED CHARGES:
Consolidated interest expense $ 60,050
Capitalized interest 10,870
Interest Portion (1/3) of Consolidated Rent Expense 6,675
Amortization of debt expense and discount on indebtedness 530
------------
$ 78,125
============
RATIO OF EARNINGS TO FIXED CHARGES 1.23
============
Tax-Effected Redeemable Preferred Dividends $ 171
Fixed Charges 78,125
------------
Fixed Charges and Redeemable Preferred Dividends $ 78,296
============
RATIO OF EARNINGS TO FIXED CHARGES
AND REDEEMABLE PREFERRED DIVIDENDS 1.23
============
Tax-Effected Preferred Dividends $ 2,777
Fixed Charges 78,125
------------
Fixed Charges and Preferred Dividends $ 80,902
============
RATIO OF EARNINGS TO FIXED CHARGES
AND PREFERRED DIVIDENDS 1.19
============
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated financial statements of Telephone and Data Systems, Inc. as of
September 30, 1997, and for the nine months then ended, and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 47,220
<SECURITIES> 36,184
<RECEIVABLES> 180,450
<ALLOWANCES> 7,982
<INVENTORY> 57,683
<CURRENT-ASSETS> 382,869
<PP&E> 3,199,309
<DEPRECIATION> 979,222
<TOTAL-ASSETS> 4,661,071
<CURRENT-LIABILITIES> 790,959
<BONDS> 1,228,175
279
28,217
<COMMON> 61,328
<OTHER-SE> 1,906,951
<TOTAL-LIABILITY-AND-EQUITY> 4,661,071
<SALES> 0
<TOTAL-REVENUES> 1,070,371
<CGS> 0
<TOTAL-COSTS> 1,024,167
<OTHER-EXPENSES> (67,149)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 60,579
<INCOME-PRETAX> 52,774
<INCOME-TAX> 27,317
<INCOME-CONTINUING> 25,457
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 25,457
<EPS-PRIMARY> .40
<EPS-DILUTED> .40
</TABLE>
Exhibit 99.1
Contacts:Murray L. Swanson Karen M. Stewart
Executive Vice President - Finance Vice President - Investor Relations
(312) 630-1900 (608) 828-8316
[email protected] [email protected]
FOR RELEASE: IMMEDIATE
TDS FILES REGISTRATION STATEMENT
FOR $400 MILLION OF PREFERRED SECURITIES
October 21, 1997, Chicago, Illinois - Telephone and Data Systems, Inc.
[AMEX:TDS] announced today that it has filed a shelf registration statement with
the Securities and Exchange Commission ("SEC") covering $400 million of Trust
Originated Preferred SecuritiesSM ("TOPrSSM").
TOPrS may be sold in one or several offerings by Delaware statutory business
trusts organized by TDS. The trusts will use the proceeds from the offerings to
purchase Subordinated Debentures (the "Debentures") issued by TDS.
TDS intends to use the net proceeds from the sale of the Debentures to repay
certain short-term indebtedness. Thereafter, TDS may incur additional short-term
indebtedness, the proceeds of which would be used for general corporate
purposes, which may include working capital, capital expenditures, repayment or
repurchases of outstanding indebtedness and investments in subsidiaries.
A registration statement relating to these securities has been filed with the
SEC but has not yet become effective. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
TDS is a Chicago-based telecommunications company with established cellular
telephone, local telephone and radio paging operations and developing PCS
operations. TDS strives to build value for its shareholders by providing
excellent communications services in attractive, closely related segments of the
telecommunications industry.
TDS's Internet home page: http://www.teldta.com.
SM "Trust Originated Preferred Securities" and "TOPrS" are service marks of
Merrill Lynch & Co., Inc.
<PAGE>
Exhibit 99.2
FOR RELEASE: IMMEDIATE Contact: Kenneth R. Meyers
Senior Vice President - Finance
(773) 399-8900
UNITED STATES CELLULAR ANNOUNCES COMPLETION OF EXCHANGE
OF PROPERTIES WITH BELLSOUTH
November 3, 1997, Chicago, Illinois -- United States Cellular Corporation
[AMEX:USM] announced that it has completed the exchange transaction with
BellSouth Corporation ("BellSouth"), pursuant to agreements entered into in
February 1997. USM acquired controlling interests in a 12-market cluster that
provides cellular service to most of Wisconsin and parts of northern Illinois,
including Milwaukee, Madison, Appleton, Green Bay and Sheboygan, as well as
Rockford, Illinois. Approximately 4.1 million people live in this service area.
In exchange for these markets, USM has transferred to BellSouth a nine-market
cluster in southern Indiana and Kentucky, a controlling interest in one market
in central Tennessee, investment interests in nine other markets and an
undisclosed amount of cash. In total, USM received controlling interests
representing approximately 4.0 million population equivalents ("pops") in
exchange for controlling interests representing approximately 2.0 million pops,
investment interests representing approximately 1.1 million pops and the cash
mentioned previously.
H. Donald Nelson, USM President and Chief Executive Officer, commented, "We look
forward to capturing the synergies of adding markets that serve over four
million people to our Midwest cluster. In addition to serving nearly 90% of the
population of Wisconsin, we now have a contiguous service area of over 100,000
square miles which covers a population of nearly nine million people. Our
expanded service areas will play an important role as we seek to improve
customer satisfaction in the face of increasing competition. We wish nothing but
the best for our former associates in the Indiana, Kentucky and Tennessee
markets. Their contributions to our past successes will be missed."
Headquartered in Chicago, USM manages and invests in cellular systems throughout
the United States. As of today, USM owns interests representing approximately
25.9 million pops, making it the eighth largest cellular telephone company in
the United States based on pops. USM now manages operational systems serving 142
markets.
USM Internet Home Page:
http://www.uscc.com
<PAGE>
