As filed with the Securities and Exchange on March 25, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
Under the
SECURITIES ACT OF 1933
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TELEPHONE AND DATA SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Iowa 36-2669023
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
30 North LaSalle Street, Suite 4000
Chicago, Illinois 60602
(Address of Principal Executive Offices) (Zip Code)
Telephone and Data Systems, Inc.
Compensation Plan for Non-Employee Directors
(Full title of the plan)
LeRoy T. Carlson, Jr.
President
Telephone and Data Systems, Inc.
30 North LaSalle Street, Suite 4000
Chicago, Illinois 60602
(Name and address of agent for service)
(312) 630-1900
(Telephone number, including
area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
================================================================================
Title of Proposed Proposed Amount
Securities Amount Maximum Maximum of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share(1) Offering Price Fee
Common Shares,
$1.00 par value 15,000 shares(2) $40.31 $604,650 $183.24
=============== ================ ================ =============== ==============
(1) Estimated for the Common Shares solely for the purpose of calculating
the registration fee on the basis of the average of the high and low
prices of the Common Shares of the Company on the American Stock
Exchange on March 21, 1997 pursuant to Rule 457(c) under the
Securities Act of 1933.
(2) In addition, this Registration Statement also covers an indeterminate
amount of additional securities which may be issued under the
above-referenced Plan pursuant to the anti-dilution provisions of such
Plan and, if interests in the above-referenced Plan are deemed to
constitute separate securities, pursuant to Rule 416(c) under the
Securities Act of 1933, this registration statement shall also cover an
indeterminate amount of interests to be offered or sold pursuant to the
above-referenced Plan.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
------------------
Item 2. Registration Information and Employee Plan Annual Information.*
---------------------------------------------------------------
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance
with Rule 428 under the Securities Act of 1933, as amended (the "1933
Act") and the Note to Part I of Form S-8.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
----------------------------------------
The following documents which have heretofore been filed by
Telephone and Data Systems, Inc. (the "Company" or the "Registrant"), with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "1934 Act"), are incorporated by reference
herein and shall be deemed to be a part hereof:
1. The Company's Annual Report on Form 10-K, for the
year ended December 31, 1996;
2. The description of the Common Shares, par value $1.00
per share ("Common Shares"), of the Company contained
in the Company's Report on Form 8-A/A-2, dated
December 20, 1994; and
3. All other reports filed by the Company pursuant to
Section 13(a) and 15(d) of the 1934 Act since
December 31, 1996.
All documents, subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act,
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and made a part hereof from their
respective dates of filing (such documents, and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed Incorporated Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
--------------------------
See Item 3.
Item 5. Interests of Named Experts and Counsel.
---------------------------------------
Certain legal matters relating to the securities registered
hereby will be addressed by Sidley & Austin, One First National Plaza, Chicago,
Illinois 60603. The Company is controlled by a voting trust. Walter C.D.
Carlson, a trustee and beneficiary of the voting trust and a director of the
Company and certain subsidiaries of the Company, Michael G. Hron, the Secretary
of the Company and certain subsidiaries of the Company, William S. DeCarlo, the
Assistant Secretary of the Company and certain subsidiaries of the Company,
Stephen P. Fitzell, the Secretary of certain subsidiaries of the Company, and
Sherry S. Treston, the Assistant Secretary of certain subsidiaries of the
Company, are partners of Sidley & Austin.
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<PAGE>
Item 6. Indemnification of Directors and Officers.
------------------------------------------
The Iowa Business Corporation Act, as amended, provides for
indemnification of directors and officers in a variety of circumstances, which
may include liabilities under the 1933 Act. The Company's Bylaws provide for
indemnification of the Company's directors and officers (and those serving in
such capacity with a consolidated subsidiary or other entity at the request of
the Board of Directors of the Company) in the circumstances, and to the extent,
permitted by the Iowa Business Corporation Act, as amended.
The Company has directors' and officers' liability insurance
which provides, subject to certain policy limits, deductible amounts and
exclusions, coverage for all persons who have been, are or may in the future be,
directors or officers of the Company, against amounts which such persons must
pay resulting from claims against them by reason of their being such directors
or officers during the policy period for certain breaches of duty, omissions or
other acts done or wrongfully attempted or alleged.
Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers and persons controlling the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
informed that in the opinion of the Commission such indemnification is against
public policy as expressed in the 1933 Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.
Item 7. Exemption from Registration Claimed.
------------------------------------
Not Applicable.
Item 8. Exhibits.
---------
The exhibits accompanying this Registration Statement are
listed on the accompanying Exhibit Index. The Plan is not intended to be
qualified under Section 401(a) of the Internal Revenue Code.
Item 9. Undertakings.
-------------
The Company hereby undertakes:
1. To file, during any period in which offers or sales
are being made, a post-effective amendment
to this Registration Statement:
(a) To include any prospectus required by
Section 10(a)(3) of the 1933 Act;
(b) To reflect in the prospectus any facts or
events arising after the effective date of
the Registration Statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the Registration
Statement. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar
value of securities offered would not exceed
that which was registered) and any deviation
from the low or high end of the estimated
maximum offering range may be reflected in
the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in
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<PAGE>
the aggregate, the changes in volume and
price represent no more than 20 percent
change in the maximum aggregate offering
price set forth in the "Calculation of
Registration Fee" table in the effective
registration statement;
(c) To include any material information with
respect to the plan of distribution not
previously disclosed in the Registration
Statement or any material change to such
information in the Registration Statement;
Provided, however, that paragraphs 1.(a) and 1.(b) do
not apply if the information required to be included
in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished
to the Commission by the Company pursuant to Section
13 or Section 15(d) of the 1934 Act that are
incorporated by reference in the Registration
Statement.
2. That, for the purpose of determining any liability
under the 1933 Act, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein,
and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
3. To remove from registration by means of a
post-effective amendment any of the Common Shares
being registered hereby which remain unsold at the
termination of the offering.
4. That, for the purposes of determining any liability
under the 1933 Act, each filing of the Company's
Annual Report pursuant to Section 13(a) or Section
15(d) of the 1934 Act (and, where applicable, each
filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the 1934 Act) that is
incorporated by reference in the registration
statement shall be deemed to be a new registration
statement relating to the securities offered therein,
and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
hereof.
5. That, insofar as indemnification for liabilities
arising under the 1933 Act may be permitted
to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the
opinion of the Commission such indemnification is
against public policy as expressed in the 1933 Act
and is, therefore, unenforceable. In the event that
a claim for indemnification against such
liabilities (other than the payment by the Company of
expenses incurred or paid by a director, officer or
controlling person of the Company in the successful
defense of any action, suit or proceeding) is
asserted by such director, officer or controlling
person in connection with the securities being
registered, the Company will, unless in the opinion
of its counsel the matter has been settled by
controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as
expressed in the 1933 Act and will be governed by the
final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chicago, State of Illinois, on the 25th day of
March, 1997.
TELEPHONE AND DATA SYSTEMS, INC.
By: /s/LeRoy T. Carlson
--------------------------------------
LeRoy T. Carlson
Chairman
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities indicated and on the 25th day of March, 1997.
/s/LeRoy T. Carlson Chairman and Director
- ----------------------------
LeRoy T. Carlson
/s/LeRoy T. Carlson, Jr. President and Director (Chief
- ---------------------------- Executive Officer)
LeRoy T. Carlson, Jr.
/s/Murray L. Swanson Executive Vice President-Finance and
- ---------------------------- Director (Chief Financial Officer)
Murray L. Swanson
/s/James Barr III Director
- ----------------------------
James Barr III
/s/Rudolph E. Hornacek Director
- ----------------------------
Rudolph E. Hornacek
/s/Donald C. Nebergall Director
- ----------------------------
Donald C. Nebergall
/s/Herbert S. Wander Director
- ----------------------------
Herbert S. Wander
/s/Walter C.D. Carlson Director
- ----------------------------
Walter C.D. Carlson
/s/Letitia G.C. Carlson Director
- ----------------------------
Letitia G.C. Carlson
/s/Donald R. Brown Director
- ----------------------------
Donald R. Brown
/s/George W. Off Director
- ----------------------------
George W. Off
/s/Gregory J. Wilkinson Vice President and Controller
- ---------------------------- (Principal Accounting Officer)
Gregory J. Wilkinson
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<PAGE>
EXHIBIT INDEX
The following documents are filed herewith or incorporated
herein by reference.
Exhibit
No. Description
------- -----------------------------------------------------
4.1 Articles of Incorporation of the Company, as amended
(Incorporated herein by reference to Exhibit 1 to the
Company's Report on Form 8-A/A-2, dated December 20,
1994)
4.2 Bylaws of the Company (Incorporated herein by
reference to Exhibit 2 to the Company's
Report on Form 8-A/A-2, dated December 20, 1994)
5 Opinion of Counsel
23.1 Consent of Independent Public Accountants
23.2 Consent of Counsel (contained in Exhibit 5)
99.1 Description of Compensation Plan for Non-Employee
Directors of Telephone and Data Systems, Inc.
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<PAGE>
Exhibit 5
SIDLEY & AUSTIN
One First National Plaza
Chicago, Illinois 60603
(312) 853-7000
March 25, 1997
Telephone and Data Systems, Inc.
Suite 4000
30 North LaSalle Street
Chicago, Illinois 60602
Re: Telephone and Data Systems, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
We are counsel to Telephone and Data Systems, Inc., an Iowa
corporation (the "Company"), and have represented the Company in connection with
the Registration Statement on Form S-8 (the "Registration Statement") being
filed by the Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
issuance of 15,000 shares, par value $1.00 per share (the "Common Shares"), of
the Company pursuant to the Telephone and Data Systems, Inc. Compensation Plan
for Non-Employee Directors (the "Plan").
In rendering this opinion, we have examined and relied upon a
copy of the Plan and the Registration Statement, including the related
Prospectus dated the date hereof. We have also examined and relied upon
originals, or copies of originals certified to our satisfaction, of such
agreements, documents, certificates and other statements of governmental
officials and other instruments, and have examined such questions of law and
have satisfied ourselves as to such matters of fact, as we have considered
relevant and necessary as a basis for this opinion. We have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures, the legal capacity of all natural persons and the conformity
with the original documents of any copies thereof submitted to us for our
examination.
Based on the foregoing, we are of the opinion that:
1. The Company is duly incorporated and validly existing
under the laws of the State of Iowa;
and
2. Each Common Share will be legally issued, fully paid and
nonassessable when: (i) the Registration Statement shall have become effective
under the Securities Act; (ii) such Common Share shall have been duly issued in
the manner contemplated by the Plan; and (iii) a certificate representing such
Common Share shall have been duly executed, countersigned and registered and
duly delivered to the person entitled thereto against receipt of the agreed
consideration therefor (not less than the par value thereof) in accordance with
the Plan.
We do not find it necessary for the purposes of this opinion
to cover, and accordingly we express no opinion as to, the application of the
securities or "Blue Sky" laws of the various states to the issuance of the
Common Shares.
Except as expressly stated in the next sentence, this opinion
is limited to the Securities Act to the extent applicable. Insofar as the
opinions expressed above relate to matters governed by the laws of the State of
Iowa, we have
<PAGE>
Telephone and Data Systems, Inc.
March 25, 1997
Page 2
not made an independent examination of such laws, but have relied exclusively,
with your consent, as to such laws upon the attached opinion of Nyemaster,
Goode, McLaughlin, Voigts, West, Hansel & O'Brien, P.C. of Des Moines, Iowa.
The Company is controlled by a voting trust. Walter C.D.
Carlson, a trustee and beneficiary of the voting trust and a director of the
Company and certain subsidiaries of the Company, Michael G. Hron, the Secretary
of the Company and certain subsidiaries of the Company, William S. DeCarlo, the
Assistant Secretary of the Company and certain subsidiaries of the Company,
Stephen P. Fitzell, the Secretary of certain subsidiaries of the Company, and
Sherry S. Treston, the Assistant Secretary of certain subsidiaries of the
Company, are partners of this Firm.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to all references to our Firm in or made a
part of the Registration Statement, including the related Prospectus dated the
date hereof.
Very truly yours,
SIDLEY & AUSTIN
<PAGE>
NYEMASTER, GOODE, McLAUGHLIN, VOIGTS,
WEST, HANSELL & O'BRIEN
1900 Hub Tower
699 Walnut Street
Des Moines, Iowa 50309
(515) 283-3100
March 25, 1997
Sidley & Austin
One First National Plaza
Chicago, Illinois 60603
Re: Telephone and Data Systems, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as special Iowa counsel with respect to the
Registration Statement on Form S-8 (the "Registration Statement") being filed by
Telephone and Data Systems, Inc. (the "Company") with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the registration of 15,000 Shares, $1.00 par
value (the "Shares"), to be issued pursuant to the terms of the Telephone and
Data Systems, Inc. Compensation Plan for Non-Employee Directors (the "Plan").
In rendering our opinion, we have examined and relied upon a
copy of the Plan, the Registration Statement and the Prospectus relating to the
Plan. We have also examined such records, documents and questions of law as we
have considered relevant and necessary as a basis for this opinion. As to
matters of fact material to our opinions, we have with your agreement relied
upon certificates of officers of the Company. We have assumed with your
agreement the authenticity of all documents submitted to us as originals, the
conformity with the original documents of any copies submitted to us for our
examination and the authenticity of the original of any such copies.
Based on the foregoing, and subject to the foregoing
qualifications and limitations, it is our opinion that:
1. The Company is duly incorporated and validly existing
under the laws of the State of Iowa.
2. The Shares will be legally issued, fully paid and
non-assessable when: (i) the Registration Statement, as finally
amended, shall have become effective under the Securities Act; (ii) the
Shares shall have been duly issued in the manner contemplated by the
Plan; and (iii) certificates representing the Shares shall have been
duly executed, countersigned and registered and duly delivered to the
persons entitled thereto in accordance with the Plan.
We are admitted to the Bar of the State of Iowa, and express
no opinion herein as to the laws of any other jurisdiction, including the laws
of the United States of America.
Except as expressly set forth herein, we express no opinion,
and no opinion is implied or may be inferred, in connection with the
Registration Statement, the Plan or the issuance of the Shares. Without limiting
the generality of the foregoing, we express no opinion with respect to the
securities or blue sky laws of the various states.
This opinion is being delivered solely for the benefit of the
persons to whom it is addressed; accordingly, it may not be quoted, filed with
any governmental authority or other regulatory agency or otherwise circulated or
utilized for any other purpose without our prior written consent. Sidley &
Austin may refer to or quote from this
<PAGE>
Sidley & Austin
March 25, 1997
Page 2
opinion in its discretion in connection with opinions it may be requested or
required to give in connection with the Registration Statement.
The undersigned law firm also hereby consents to the filing of
this opinion as an Exhibit to the Registration Statement and to the use of its
name in the Registration Statement.
Very truly yours,
NYEMASTER, GOODE, McLAUGHLIN, VOIGTS, WEST,
HANSELL & O'BRIEN, P.C.
By: /s/ Mark C. Dickinson
--------------------------------------
Mark C. Dickinson
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Form S-8 Registration Statement of Telephone
and Data Systems, Inc. of our report dated January 29, 1997, (except with
respect to the matter discussed in Note 16, as to which the date is
February 4, 1997) on the consolidated financial statements of Telephone and Data
Systems, Inc. and Subsidiaries, (the "Company") incorporated by reference in the
Telephone and Data Systems, Inc. Form 10-K for the year ended December 31, 1996
and to the incorporation by reference in this Form S-8 Registration Statement of
our report dated January 29, 1997, (except with respect to the matter discussed
in Note 16, as to which the date is February 4, 1997) on the financial
statement schedules of the Company, included in the Telephone and Data Systems,
Inc. Form 10-K for the year ended December 31, 1996. We also consent to all
references to our Firm included in this Form S-8 Registration Statement.
ARTHUR ANDERSEN LLP
Chicago, Illinois
March 20, 1997
<PAGE>
EXHIBIT 99.1
TELEPHONE AND DATA SYSTEMS, INC. (the "Company")
DESCRIPTION OF COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS (the "Plan")
EFFECTIVE JULY 23, 1996
The purpose of the Plan is to provide for reasonable
compensation to non-employee directors in connection with their services to the
Company, in order to induce qualified persons to become and serve as
non-employee members of the Board of Directors.
The Plan was approved pursuant to the authority granted in
Section 9 of Article III of the Company's By-Laws, which provides that the Board
of Directors shall have the authority to establish reasonable compensation of
directors and that directors may be reimbursed for their expenses of attending
meetings of the Board of Directors.
The Plan provides that, effective for the twelve month period
ending at the time of the Company's 1997 annual meeting, each director of the
Company who is not an employee of the Company, American Paging, Inc., American
Portable Telecom, Inc., TDS Telecommunications Corporation or United States
Cellular Corporation ("Affiliates") will receive an annual director's fee of
$24,000; and each director of the Company who is not an employee of any
Affiliate will continue to receive a fee of $1,000, plus reimbursement of
reasonable out-of-pocket expenses incurred in connection with travel, for
attendance at each regularly scheduled or special meeting of the Board of
Directors.
The Plan provides that, effective as of the date hereof, each
director of the Company who is not an employee of any Affiliate will receive a
fee of $750.00, plus reimbursement of reasonable out-of-pocket expenses incurred
in connection with travel, for attendance at each meeting of the Audit
Committee, Compensation Committee, or other committee established by resolution
of the Board of Directors.
Under the Plan, an amount equal to 50 percent of the annual
fee will be paid immediately prior to the Company's Annual Meeting of
Shareholders by the delivery of Common Shares of the Company having a fair
market value as of the date of payment equal to such percentage of the annual
fee.
In addition, under the Plan, an amount equal to 33 percent of
each committee meeting's fee will be accumulated and paid immediately prior to
the Company's Annual Meeting of Shareholders by the delivery of Common Shares of
the Company having a fair market value as of the date of payment equal to such
percentage of such fee.
<PAGE>
