SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 4, 1998 ---------------- TDS CAPITAL II - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-13853 36-7208942 - ------------------------------------------------------------------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) c/o Telephone and Data Systems, Inc. 30 North LaSalle Street, Chicago, Illinois 60602 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (312) 630-1900 --------------------------------------------------------- N/A - ------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) TELEPHONE AND DATA SYSTEMS, INC. - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Iowa 1-8251 36-2669023 - ------------------------------------------------------------------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 30 North LaSalle Street, Chicago, Illinois 60602 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (312) 630-1900 --------------------------------------------------------- N/A - ------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) The Exhibit Index is located on Page 4 of 4 Total Pages. ITEM 5. OTHER EVENTS On December 18, 1997, Telephone and Data Systems, Inc., a Delaware Corporation (the "Company"), filed a preliminary proxy statement pursuant to Section 14 of the Securities Exchange Act of 1934, as amended, which became incorporated by reference into the registration statement on Form S-3 (File No. 333-38355) filed by the Company, TDS Capital I, TDS Capital II and TDS Capital III (the "Registration Statement") pursuant to the Securities Act of 1933, as amended, and declared effective by the Securities and Exchange Commission on October 29, 1997. This Current Report on Form 8-K is being filed for the purpose of filing the consent of independent accountants as an exhibit, so that their report may be included in a Prospectus Supplement relating to $150 million aggregate liquidation amount of Trust Originated Preferred Securities of TDS Capital II proposed to be issued under the Registration Statement. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) EXHIBITS The exhibit accompanying this report is listed in the accompanying Exhibit Index. -2- SIGNATURE 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 hereunto duly authorized. TDS CAPITAL II By: TELEPHONE AND DATA SYSTEMS, INC., as Sponsor By: /s/ Murray L. Swanson ------------------------------- Murray L. Swanson Executive Vice President-Finance & Chief Financial Officer TELEPHONE AND DATA SYSTEMS, INC. By: /s/ Murray L. Swanson ------------------------------- Murray L. Swanson Executive Vice President-Finance & Chief Financial Officer Date: February 4, 1998 -3- EXHIBIT INDEX Exhibit Number Description of Exhibit ------ ---------------------- 23.1 Consent of Independent Accounts -4-