SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-A/A-2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TELEPHONE AND DATA SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Iowa 36-2669023
(State of incorporation (IRS Employer
or organization) I.D. No.)
30 North LaSalle Street, Chicago, Illinois 60602
(Address of principal executive offices) (Zip code)
Securities to Be Registered Pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common Shares American Stock Exchange
Securities to Be Registered Pursuant to Section 12(g) of the Act:
None
(Title of Class)
Item 1. Description of Registrant's Securities to be
Registered
The authorized capital stock of Telephone and Data
Systems, Inc. ("TDS") consists of 100,000,000 Common Shares,
$1.00 par value ("Common Shares"), 25,000,000 Series A Common
Shares, $1.00 par value ("Series A Common Shares"), and
5,000,000 Preferred Shares, without par value ("Preferred
Shares"). Only the Common Shares are listed on the American
Stock Exchange and registered under the Securities Exchange
Act of 1934. However, considering the relationships and
interdependence of all classes of stock, this description
discusses the rights of all classes.
Voting Trust
A substantial majority of TDS's outstanding Series A
Common Shares are held in a voting trust which expires on June
30, 2009. The voting trust was created to facilitate the
long standing relationships among the trustees' certificate
holders. By virtue of the number of shares held by them, the
voting trustees have the power to elect 75% of the Directors
and control a majority of the voting power of TDS in matters
other than the election of directors. The trustees of the
voting trust are LeRoy T. Carlson, Jr., a director and the
President of TDS, Walter C.D. Carlson, a director of TDS,
Letitia G. Carlson, Melanie J. Heald and Donald C. Nebergall,
a director of TDS.
Preferred Shares
The Board of Directors of TDS is authorized by the
Articles of Incorporation of TDS to issue Preferred Shares
from time to time in series and to establish as to each series
the designation and number of shares to be issued, the
dividend rate, the redemption price and terms, if any, the
amount payable upon voluntary or involuntary dissolution of
TDS, sinking fund provisions, if any, voting rights, if any,
and the terms of conversion into Common Shares, if provided
for.
Voting Rights
With respect to the election of directors, the
holders of Common Shares, and the holders of Preferred Shares
issued before October 31, 1981, voting as a group, are
entitled to elect 25% of the Board of Directors of TDS,
rounded up to the nearest whole number. The holders of Series
A Common Shares, and the holders of Preferred Shares issued
after October 31, 1981, voting as a group, are entitled to
elect the remaining members of the Board of Directors of TDS.
The Board of Directors currently consists of eleven directors.
Accordingly, the holders of Common Shares and the holders of
Preferred Shares issued before October 31, 1981, are entitled
to elect three directors, and the holders of Series A Common
Shares and the holders of Preferred Shares issued after
October 31, 1981, are entitled to elect eight directors.
The holders of Common Shares are entitled to one
vote per share and the holders of Series A Common Shares are
entitled to ten votes per share. The holders of each series
of Preferred Shares are entitled to such votes as may be
specified in the certificate of designation for such series.
The holders of Common Shares, Series A Common Shares and
Preferred Shares vote as a single group, except with respect
to the election of directors as discussed above and with
respect to certain amendments to the Articles of Incorporation
(e.g., amendments which are adverse to the holders of a
class), as to which the Iowa Business Corporation Act grants
class voting rights.
If the number of Series A Common Shares issued and
outstanding at any time falls below 500,000 (because of the
conversion of Series A Common Shares or otherwise), the
holders of Series A Common Shares would lose the right to vote
as a separate group (with the holders of Preferred Shares
issued after October 31, 1981) in the election of
approximately 75% of the directors, and thereafter the holders
of Series A Common Shares (with ten votes per share) would
vote with the holders of Common Shares (with one vote per
shares) and all holders of Preferred Shares which have
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voting rights as a single group in the election of directors.
Management of TDS believes it is unlikely that the number of
outstanding Series A Common Shares will fall below 500,000,
because more than 6,000,000 Series A Common Shares are held in
the voting trust described above, and the trustees of the
voting trust have indicated that they have no present
intention of converting Series A Common Shares into Common
Shares.
Dividends and Other Distributions.
Subject to the satisfaction of all Preferred Share
dividend preference and redemption provisions, holders of
Common Shares are entitled to receive such dividends as may be
declared from time to time by the Board of Directors. Unless
the same, or greater, dividends, on a per share basis, are
declared and paid at the same time on the Common Shares, no
dividends may be declared or paid on the Series A Common
Shares.
In the case of stock dividends, the Articles of
Incorporation provide that Common Shares may be paid to
holders of Common Shares and proportionately to holders of
Series A Common Shares; Series A Common Shares may be paid to
holders of Common Shares and proportionately to holders of
Series A Common Shares; and 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.
The Board of Directors is authorized to permit both the
holders of Common Shares and Series A Common Shares to elect
to receive cash in lieu of stock.
Upon liquidation, holders of Common Shares and
Series A Common Shares are entitled to receive a pro rata
share of all assets available to shareholders after payment to
holders of the Preferred Shares of the liquidation value
thereof, plus a sum equal to the amount of all accumulated and
unpaid dividends thereon at the dividend rate fixed for each
series of cumulative Preferred Shares by the Board of
Directors.
The Articles of Incorporation provide that if a TDS
subsidiary has classes of capital stock with 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 certain limited matters, then the Board of
Directors will distribute the subsidiary shares in a dividend
or upon liquidation to the extent practicable by distributing
the subsidiary shares which correspond to the Common Shares,
to the holders of Common Shares, and the subsidiary shares
which correspond to the Series A Common Shares, to the holders
of Series A Common Shares, provided that the same number of
shares of subsidiary common stock on a combined basis must be
distributed per Series A Common Share and Common Share.
Preemptive Rights.
The holders of Series A Common Shares have a
preemptive right to purchase any additional Series A Common
Shares sold for cash, including treasury shares. Holders of
Common Shares and Preferred Shares have no preemptive rights
under the Articles of Incorporation.
Conversion Rights
The Common Shares have no conversion rights. The
Series A Common Shares are convertible, on a share for share
basis, into Common Shares. Certain series of Preferred Shares
are convertible into Common Shares or other securities.
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Other Rights
The Common Shares and Series A Common Shares have no
redemption or sinking fund provisions. Certain series of
Preferred Shares have mandatory redemption features and
certain series of Preferred Shares are redeemable at the
option of TDS.
Provisions of Articles of Incorporation Concerning Takeover Proposals
As discussed above, the voting trust has the power
to elect 75% of the directors and controls a majority of the
voting power of TDS.
The Articles of Incorporation of TDS provide for the
Board of Directors to be divided into three classes. Each
class is elected for a three-year term.
The Articles of Incorporation of TDS also explicitly
permit the Board of Directors to consider a variety of factors
in exercising its business judgment in determining what action
is in the best interests of TDS and its shareholders in
responding to any tender offer for any equity security of TDS
and certain other proposed transactions.
The existence of the voting trust and the provisions
of the Articles of Incorporation summarized above may tend to
deter any potential unsolicited or hostile takeover attempts
or other efforts to effect a change in control of TDS and may
make it more difficult for some shareholders to sell shares of
TDS at higher than market prices.
General
All issued and outstanding Common Shares, Series A
Common Shares and Preferred Shares are fully paid and
nonassessable.
The Transfer Agent and Registrar for the Common
Shares, Series A Common Shares and Preferred Shares is Harris
Trust and Savings Bank, Chicago, Illinois.
Item 2. Exhibits
Exhibit
No. Description
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1 Articles of Incorporation, as amended
2 By-laws, as amended
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SIGNATURE
Pursuant to the requirements of Section 12 the
Securities Exchange Act of 1934, the registrant has duly
caused this amendment to the registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized.
TELEPHONE AND DATA SYSTEMS, INC.
(Registrant)
Date: December 20, 1994 By: /s/ Gregory J. Wilkinson
-----------------------------
Gregory J. Wilkinson
Vice President and Controller
(principal accounting officer)
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