FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 24, 1998
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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
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
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On March 24, 1998, Telephone and Data Systems, Inc. (the "Company" or
"TDS") announced the filing of a registration statement with the Securities and
Exchange Commission for an offering of its TDS Telecommunications Group Common
Shares, a class of common stock of TDS, after it has reincorporated into
Delaware, which will track the performance of the TDS Telecom Group. The filing
of this registration statement for TDS Telecommunications Group Common Shares is
one step in the previously announced restructuring by TDS which includes
creating three new classes of common stock, commonly known as "Tracking Stocks".
The tracking stocks will be created in connection with a change in the state of
incorporation of the Company from Iowa to Delaware.
This Current Report on Form 8-K is being filed for the purpose of
filing the news release issued by the Company relating to such announcement as
an exhibit.
Item 7. Financial Statements and Exhibits
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Exhibits
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The exhibits accompanying this report are listed in the accompanying
Exhibit Index.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereto duly authorized.
Telephone and Data Systems, Inc.
(Registrant)
Date: March 25, 1998
By: /s/ GREGORY J. WILKINSON
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Gregory J. Wilkinson
Vice President and Controller
(principal accounting officer)
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EXHIBIT INDEX
Exhibit Number Description of Exhibit
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99 News Release dated March 24, 1998
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Exhibit 99
Contact: Mark A. Steinkrauss, Vice President - Corporate Relations
(312) 630-1900
e-mail: [email protected]
FOR RELEASE: IMMEDIATE
TDS FILES REGISTRATION STATEMENT FOR TDS TELECOMMUNICATIONS
GROUP COMMON SHARES
March 24, 1998, Chicago, Illinois - Telephone and Data Systems, Inc. [AMEX: TDS]
announced it has filed a registration statement with the Securities and Exchange
Commission for an offering of its TDS Telecommunications Group Common Shares, a
class of common stock of TDS which will track the performance of the TDS Telecom
Group. Credit Suisse First Boston and Salomon Smith Barney will serve as joint
lead managing underwriters for the offering, with Goldman, Sachs & Co. and
Donaldson, Lufkin & Jenrette Securities Corporation serving as co-managing
underwriters for the offering.
TDS Telecom Group is principally comprised of TDS Telecommunications
Corporation, the ninth largest non-Bell local exchange telephone company in the
United States measured in terms of access lines. TDS Telecom provides rural and
suburban consumers and businesses with landline local telephone service through
its switching and intra-city network. Long distance or toll service is provided
through connections with long-distance carriers, primarily AT&T and the Regional
Bell Operating Companies which purchase network access from the Telecom Group.
The Telecom Group also operates USLink, a regional long-distance company, as
well as new business ventures including TDSNET, an Internet access provider; TDS
DATACOM, a LAN wiring business; and TDS METROCOM, a competitive local exchange
carrier.
The filing of this registration statement for TDS Telecommunication Group Common
Shares is one step in the previously announced restructuring plan by TDS. TDS
has called a Special Meeting of Shareholders of the Company to be held on April
27, 1998. At the Special Meeting, shareholders will vote on a proposal that
would, among others things, create three new classes of common stock, commonly
known as "Tracking Stocks," which are intended to separately reflect the
performance of TDS Telecommunications Corporation, United States Cellular
Corporation [AMEX:USM] and, Aerial Communications, Inc. [NASDAQ:AERL], the
Company's landline telephone, cellular, and PCS businesses, respectively. The
tracking stocks will be created in connection with a change in the state of
incorporation of the Company from Iowa to Delaware.
TDS is a Chicago-based telecommunications company with established cellular
telephone, local telephone 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.
A registration statement relating to the TDS Telecommunications Group Common
Shares has been
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filed the Securities and Exchange Commission but has not yet become 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 such Common Shares in any State
in which such offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such State.
TDS Internet Home Page: http://www.teldta.com
TDS Telecom Internet Home Page: http://www.tdstelecom.com
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