Registration No.______
==============================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
Under the
SECURITIES ACT OF 1933
_______________
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)
The Telephone and Data Systems, Inc.
Tax-Deferred Savings Plan and Trust
(Full title of the plan)
H. Donald Nelson
President
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)
_______________
CALCULATION OF REGISTRATION FEE
===============================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered (1) Share (2) Price (2) Fee
-------------------------------------------------------------------------------
Common Shares
$1.00 par value 200,000 shares $ 32.75 $ 6,550,000 $ 2,259
===============================================================================
(1) Pursuant to Rule 416(c) under the Securities Act of
1933, as amended, this registration statement also
covers an indeterminate amount of interests in the
Telephone and Data Systems, Inc. Tax-Deferred Savings
Plan and Trust.
(2) Estimated for the Common Shares solely for the purpose
of calculating the registration fee and, pursuant to
Rule 457(h) under the Securities Act of 1933, as
amended, based upon on the average of the high and low
prices of the Common Shares of the Company on the
American Stock Exchange on July 19, 1995.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information*
----------------
Item 2. Registrant Information and Employee Plan Annual
Information*
* 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.
----------------------------------------
The following documents which have heretofore been
filed by United States Cellular Corporation (the "Company" or
the "Registrant") or The Telephone and Data Systems, Inc. Tax-
Deferred Savings Plan and Trust (the "Plan") 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 for the
fiscal year ended December 31, 1994.
2. The Company's Current Reports on Form 8-K dated
March 15, 1995, April 27, 1995, June 8, 1995, and
June 16, 1995.
3. The Company's Quarterly Report on Form 10-Q dated
March 31, 1995.
4. The description of the Common Shares, par value
$1.00 per share, included in the Company's
Amendment No. 2 on Form 8 dated December 28, 1992
to the Company's Report on Form 8-A.
5. The Plan's Annual Report on Form 11-K for the
period ended December 31, 1994.
All documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act and all documents filed by the Plan with the
Commission pursuant to Section 15(d) of the Exchange Act after
the date of this Registration Statement and 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
-2-
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.
--------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
---------------------------------------
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
the Company, TDS and certain other subsidiaries of TDS,
Michael G. Hron, the Secretary of TDS and certain other
subsidiaries of TDS, William S. DeCarlo, the Assistant
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.
------------------------------------------
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.
-3-
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.
------------------------------------
Not Applicable.
Item 8. Exhibits.
---------
The exhibits accompanying this Registration Statement
are listed on the accompanying Exhibit Index. The Plan is
intended to be qualified under Sections 401(a) and 401(k) of
the Internal Revenue Code. The Company has submitted the Plan
and hereby undertakes to submit all amendments thereto to the
Internal Revenue Service (the "IRS") in a timely manner and
will make all changes required by the IRS in order to qualify
the Plan.
Item 9. Undertakings.
-------------
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. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar value
of securities offered would not exceed that
which was registered) and any deviation from
the low or high end of the estimated maximum
offering range may be reflected in the form
of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no
more than a 20% change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" table in
the effective 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)
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
-4-
the securities offered therein, and the offering
of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
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
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 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,
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.
-5-
SIGNATURES
The Registrant. 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 25th day of July, 1995.
UNITED STATES CELLULAR CORPORATION
By: /s/ H. Donald Nelson
-------------------------------
H. Donald Nelson
President and Chief Executive Officer
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 25th
day of July, 1995.
/s/ LeRoy T. Carlson, Jr. Chairman and Director
------------------------------
LeRoy T. Carlson, Jr.
/s/ H. Donald Nelson President (Chief Executive Officer)
------------------------------ and Director
H. Donald Nelson
/s/ LeRoy T. Carlson Director
------------------------------
LeRoy T. Carlson
/s/ Murray L. Swanson Director
------------------------------
Murray L. Swanson
/s/ Paul-Henri Denuit Director
------------------------------
Paul-Henri Denuit
/s/ Walter C.D. Carlson Director
------------------------------
Walter C.D. Carlson
/s/ Allan Z. Loren Director
------------------------------
Allan Z. Loren
/s/ Kenneth R. Meyers Vice President - Finance and
------------------------------ Treasurer (Chief Financial Officer)
Kenneth R. Meyers
/s/ Phillip A. Lorenzini Controller (Principal Accounting Officer)
------------------------------
Phillip A. Lorenzini
-6-
The Plan. Pursuant to the requirements of the
Securities Act of 1933, the trustees (or other persons who
administer the employee benefit plan) have 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 25th day of July,
1995
THE TELEPHONE AND DATA SYSTEMS, INC.
TAX-DEFERRED SAVINGS PLAN AND TRUST
By: TELEPHONE AND DATA SYSTEMS, INC.,
as plan administrator
By:/s/ LeRoy T. Carlson, Jr.
-----------------------------------------------
Name: LeRoy T. Carlson, Jr.
Title: President and Chief Executive Officer
-7-
EXHIBIT INDEX
The following documents are filed herewith or
incorporated herein by reference.
Exhibit
No. Description
------- -----------
4.1 Restated Certificate of Incorporation,
as amended, is hereby incorporated by
reference to an exhibit to the
Company's 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, are
hereby incorporated by reference to an
exhibit to the Company's 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 Consent of Independent Accountants.
23.3 Consent of Sidley & Austin (contained in Exhibit 5
hereto).
99.1 Amended and Restated Telephone and Data Systems,
Inc. Tax-Deferred Savings Plan and Trust.
99.2 Amendment No. 5 dated as of December 27, 1994.
99.3 Amendment No. 6 dated as of February 10, 1995.
-8-