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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported): February 4, 1998
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TDS CAPITAL II
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(Exact name of registrant as specified in its charter)
Delaware 1-13853 36-7208942
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
c/o Telephone and Data Systems, Inc.
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
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N/A
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(Former name or former address, if changed since last report.)
TELEPHONE AND DATA SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
Iowa 1-8251 36-2669023
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
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
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N/A
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(Former name or former address, if changed since last report.)
The Exhibit Index is located on Page 4 of 4 Total Pages.
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ITEM 5. OTHER EVENTS
On December 18, 1997, Telephone and Data Systems, Inc., a Delaware
Corporation (the "Company"), filed a preliminary proxy statement pursuant to
Section 14 of the Securities Exchange Act of 1934, as amended, which became
incorporated by reference into the registration statement on Form S-3 (File No.
333-38355) filed by the Company, TDS Capital I, TDS Capital II and TDS Capital
III (the "Registration Statement") pursuant to the Securities Act of 1933, as
amended, and declared effective by the Securities and Exchange Commission on
October 29, 1997. This Current Report on Form 8-K is being filed for the
purpose of filing the consent of independent accountants as an exhibit, so that
their report may be included in a Prospectus Supplement relating to $150 million
aggregate liquidation amount of Trust Originated Preferred Securities of TDS
Capital II proposed to be issued under the Registration Statement.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS
The exhibit accompanying this report is listed in the accompanying
Exhibit Index.
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SIGNATURE
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 hereunto duly authorized.
TDS CAPITAL II
By: TELEPHONE AND DATA SYSTEMS, INC.,
as Sponsor
By: /s/ Murray L. Swanson
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Murray L. Swanson
Executive Vice President-Finance &
Chief Financial Officer
TELEPHONE AND DATA SYSTEMS, INC.
By: /s/ Murray L. Swanson
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Murray L. Swanson
Executive Vice President-Finance &
Chief Financial Officer
Date: February 4, 1998
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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23.1 Consent of Independent Accounts
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Prospectus Supplement and 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, 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 Prospectus Supplement 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 Telephone and Data Systems, Inc., included
in the Telephone and Data Systems, Inc. Form 10-K for the year ended December
31, 1996. We also consent to the incoporation by reference of our reports
dated December 15, 1997 on the financial statements of the United States
Cellular Group, the TDS Telecommunications Group, the Aerial Communications
Group and the TDS Group for the year ended December 31, 1996, and our report
dated January 29, 1997 (except with respect to the matters discussed in Note
16 and Note 17, as to which the date is December 15, 1997) on the
consolidated financial statements of Telephone and Data Systems, Inc. and
Subsidiaries for the year ended December 31, 1996, included in the Telephone
and Data Systems Inc. Proxy Statement/Prospectus dated December 18, 1997. We
also consent to all references to our Firm included in this Prospectus
Supplement and Registration Statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Chicago, Illinois
February 2, 1998
