Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under the
SECURITIES ACT OF 1933
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UNITED STATES CELLULAR CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 62-1147325
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
8410 West Bryn Mawr, Suite 700
Chicago, Illinois 60631
(Address of Principal Executive Offices) (Zip Code)
United States Cellular Corporation
1994 Long-Term Incentive Plan
(Full title of the plan)
LeRoy T. Carlson, Jr.
Chairman
United States Cellular Corporation
8410 West Bryn Mawr, Suite 700
Chicago, Illinois 60631
(Name and address of agent for service)
(312) 399-8900
(Telephone number, including
area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share (1) Price Fee
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Common Shares
$1.00 par value 750,000 shares(2) $ 32.250 $ 24,187,500 $ 8,341
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(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 January 10, 1995.
(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.
This Conforming Paper Format is being submitted pursuant to
Rule 901(d) of Regulation S-T.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information*
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Item 2. Registrant Information and Employee Plan Annual
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Information*
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* 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 "Securities Act") and the Note
to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents which have heretofore been
filed by United States Cellular Corporation (the "Company" or the
"Registrant"), with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange 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 as
amended by form 10-K/A-1 as filed on November
7, 1994, for the year ended December 31,
1993;
2. The Company's Quarterly Reports on Form 10-Q for
the quarters ended March 31, June 30 and September
30, 1994;
3. The Company's Current Reports on Form 8-K, dated
February 7 and March 30, 1994; and
4. The description of the Common Shares, par value
$1.00 per share ("Common Shares"), of the Company
contained in the Company's Amendment No. 2 on Form
8, dated December 28, 1992, to the Company's
Report on Form 8-A.
All documents, subsequently filed by the Company with
the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange 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.
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See Item 3.
Item 5. Interests of Named Experts and Counsel.
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The legality of the Common Shares offered hereby is
being passed upon for the Company by Sidley & Austin, One First
National Plaza, Chicago, Illinois 60603. The Company is
controlled by Telephone and Data Systems, Inc. ("TDS") and TDS is
controlled by a voting trust. Walter C.D. Carlson, a trustee and
beneficiary of the voting trust and a director of TDS, the
Company and certain other subsidiaries of TDS, Michael G. Hron,
the Secretary of TDS and certain other subsidiaries of TDS,
Stephen P. Fitzell, the Secretary of the Company and certain
other subsidiaries of TDS, and Sherry S. Treston, the Assistant
Secretary of the Company and certain other subsidiaries of TDS,
are partners of Sidley & Austin.
Item 6. Indemnification of Directors and Officers.
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The Company's Restated Certificate of Incorporation
contains a provision providing that no director or officer of the
Company shall be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as
a director or officer except for breach of the director's or
officer's duty of loyalty to the Company or its stockholders,
acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, unlawful payment of
dividends, unlawful stock redemptions or repurchases and
transactions from which the director or officer derived an
improper personal benefit.
Section 145 of the General Corporation Law of Delaware
permits indemnification of directors, officers and employees of a
corporation under certain conditions and subject to certain
limitations. Article XI of the Company's Restated Certificate of
Incorporation, as amended, contains provisions for the
indemnification of directors, officers and employees of the
Company within the limitations permitted by Section 145.
Section 145 of the General Corporation Law of Delaware
contains provisions permitting (and, in some situations,
requiring) Delaware corporations such as the Company to provide
indemnification to their officers and directors for losses and
litigation expense incurred in connection with, among other
things, their service to the corporation in those capacities.
Among other things, these provisions provide that the Company is
required to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (including any action by or in
the right of the Company) (a "Proceeding") by reason of the fact
that he is or was a director, officer or employee of the Company,
or is or was serving at the request of the Company as a director,
officer or employee of another corporation, partnership, joint
venture, trust or other enterprise (including service with
respect to any employee benefit plan) against expenses (including
attorney's fees), judgments, fines, ERISA excise taxes, penalties
and amounts paid in settlement actually and reasonably incurred
by him in connection with such Proceeding to the fullest extent
permitted by the Delaware General Corporation Law, as the same
exists or may be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Company to
provide broader indemnification rights than such law permitted
the Company to provide prior to such amendment). These
provisions also provide for the advance payment of fees and
expenses reasonably incurred by the director or officer in
defense of any such Proceeding, subject to reimbursement by the
director or officer if it is ultimately determined that such
officer or director is not entitled to be indemnified by the
Company.
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.
Item 7. Exemption from Registration Claimed.
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Not Applicable.
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Item 8. Exhibits.
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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.
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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 Securities 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;
(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)
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do not apply if the information required to be
included in a post-effective amendment by those
paragraphs is contained in periodic reports filed
by the Company pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
2. That, for the purpose of determining any liability
under the Securities 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
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fide offering thereof.
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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 Securities Act, each filing of
the Company's Annual Report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee
benefit plan's annual report pursuant to Section
15(d) of the Exchange 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
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hereof.
5. That, insofar as indemnification for liabilities
arising under the Securities 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
Securities 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,
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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
Securities Act and will be governed by the final
adjudication of such issue.
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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 12th day of
January, 1995.
UNITED STATES CELLULAR CORPORATION
By: /s/ H. Donald Nelson
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H. Donald Nelson
President
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 12th day
of January, 1995.
/s/ LeRoy T. Carlson, Jr. Chairman and Director
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LeRoy T. Carlson, Jr.
/s/ H. Donald Nelson President (Principal Executive
- ---------------------------- Officer) and Director
H. Donald Nelson
/s/ LeRoy T. Carlson Director
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LeRoy T. Carlson
/s/ Murray L. Swanson Director
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Murray L. Swanson
/s/ Paul-Henri Denuit
- ---------------------------- Director
Paul-Henri Denuit
/s/ Allan Z. Loren Director
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Allan Z. Loren
/s/ Walter C.D. Carlson Director
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Walter C.D. Carlson
/s/ Kenneth R. Meyers Vice President - Finance and
- ---------------------------- Treasurer (Chief Financial
Kenneth R. Meyers Officer)
/s/ Phillip A. Lorenzini Controller (Principal
- ---------------------------- Accounting Officer)
Phillip A. Lorenzini
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EXHIBIT INDEX
The following documents are filed herewith or
incorporated herein by reference.
Exhibit
No. Description
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4.1 Restated Certificate of Incorporation, as amended, of
the Company (Incorporated herein by reference to
Exhibit 2(a) to Amendment No. 2 on Form 8 dated
December 28, 1992 to the Company's Report on Form 8-A).
4.2 Restated Bylaws, as amended, of the Company
(Incorporated herein by reference to Exhibit 2(b) to
Amendment No. 2 on Form 8 dated December 28, 1992 to
the Company's Report on Form 8-A).
5 Opinion of Sidley & Austin.
23.1 Consent of Independent Public Accountants.
23.2 Consents of Independent Accountants.
23.3 Consent of Sidley & Austin (contained in Exhibit 5
hereto).
99.1 United States Cellular Corporation 1994 Long-Term
Incentive Plan
99.2 Form of 1994 Long-Term Stock Option Agreement
(Transferable Form)
99.3 Form of 1994 Long-Term Stock Option Agreement
(Nontransferable Form)
99.4 Form of 1995 Performance Stock Option Agreement
(Transferable Form)
99.5 Form of 1995 Performance Stock Option Agreement
(Nontransferable Form)