FORM 8-K Washington, D.C. 20549 CURRENT REPORT Pursuant to Section 13 or 15(d) of Date of Report (Date of earliest event reported):March 19, 2007 UNITED STATES CELLULAR CORPORATION |
| Delaware (State or other jurisdiction of incorporation) | 1-9712 (Commission File Number) | 62-1147325 (IRS Employer Identification No.) |
| 8410 West Bryn Mawr, Suite 700, Chicago, Illinois (Address of principal executive offices) | 60631 (Zip Code) |
Registrant's telephone number, including area code: (773) 399-8900 |
Not Applicable |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |
 | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Item 3.01(a).Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On March 20, 2007, United States Cellular Corporation ("U.S. Cellular") received a letter from the staff of The New York Stock Exchange ("NYSE") indicating that U.S. Cellular has been identified as a late filer as a result of its failure to file its annual report on Form 10-K for the year ended December 31, 2006 on a timely basis in compliance with Section 13 or 15(d) of the Securities Exchange Act of 1934. The letter also notes that U.S. Cellular will be posted to the late filers list on the "Listing Standards" page on the NYSE website and ".LF" will be appended to U.S. Cellular's trading symbols for its debt that is listed on the NYSE. Accordingly, UZG will trade as UZG.LF and UZV will trade as UZV.LF. The website posting and indicator will remain in effect until U.S. Cellular is current with all reporting requirements with the SEC. On March 19, 2007, U.S. Cellular also received a letter from the staff of The American Stock Exchange ("AMEX") indicating that U.S. Cellular is not in compliance with Sections 134 and 1101 of the AMEX Company Guide and its listing agreement as a result of U.S. Cellular's failure to file its annual report on Form 10-K for the year ended December 31, 2006 on a timely basis. The AMEX letter requires U.S. Cellular to submit a plan by April 2, 2007, advising the AMEX of any action it has taken, or will take, to file its Form 10-K for the year ended December 31, 2006, and bring U.S. Cellular into compliance with the AMEX Company Guide by no later than May 18, 2007. If the plan is accepted by the AMEX, the listing of the Common Shares of U.S. Cellular will continue pursuant to an extension. The AMEX letter states that if U.S. Cellular is not in compliance with the listing standards by May 18, 2007, the AMEX may initiate delisting proceedings, as appropriate. Further, if U.S. Cellular does not submit a plan or if its plan is not accepted by the AMEX, U.S. Cellular may be subject to delisting proceedings. In either event, U.S. Cellular may appeal if the AMEX staff makes a determination to initiate delisting proceedings in accordance with applicable AMEX rules. U.S. Cellular will file a plan with the AMEX by April 2, 2007. In the letter, the AMEX also noted that U.S. Cellular will be included in a list of issuers, which is posted daily on the AMEX website, that are not in compliance with the continued listing standards and ".LF" will be appended to U.S. Cellular's trading symbols whenever such trading symbols are transmitted with a quotation or trade. Accordingly, USM will trade as USM.LF. The website posting and indicator will remain in effect until U.S. Cellular has regained compliance with all applicable continued listing standards. On March 20, 2007, U.S. Cellular issued a press release jointly with its parent company, Telephone and Data Systems, Inc. disclosing the foregoing, a copy of which is attached hereto as Exhibit 99.1. U.S. Cellular intends to file its Form 10-K for the year ended December 31, 2006 with the Securities and Exchange Commission ("SEC") as soon as possible. U.S. Cellular expects to be current with all reporting requirements of the SEC and the listing requirements of the AMEX and NYSE when it files such Form 10-K. Item 9.01.Financial Statements and Exhibits (d) Exhibits: In accordance with the provisions of Item 601 of Regulation S-K, any Exhibits filed or furnished herewith are set forth on the Exhibit Index attached hereto. |
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. United States Cellular Corporation Date: March 21, 2007 |
| By: | /s/ Steven T. Campbell | ||
| Steven T. Campbell | |||
| Executive Vice President - Finance, Chief Financial Officer and Treasurer |
EXHIBIT INDEX The following exhibits are filed or furnished herewith as noted below. |
| Exhibit No. | Description | |
| 99.1 | Press Release dated March 20, 2007 | |
| 99.2 | Private Securities Litigation Reform Act of 1995 Safe Harbor Cautionary Statement |