-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WdEswdd9pD1o6uBhmagB4BSq5mE0lo8yHU1q4k93uYv1C2Z9z6xzCa3/M2U7JlFf 5YSfLNbt/0ZFS8/j/s1xfQ== 0001047469-98-021623.txt : 19980525 0001047469-98-021623.hdr.sgml : 19980525 ACCESSION NUMBER: 0001047469-98-021623 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980522 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: TELEPHONE & DATA SYSTEMS INC /DE/ CENTRAL INDEX KEY: 0001051512 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: SEC FILE NUMBER: 333-42535 FILM NUMBER: 98630734 BUSINESS ADDRESS: STREET 1: 30 NORTH LASALLE STREET STREET 2: 8401 GREENWAY BLVD CITY: CHICAGO STATE: IL ZIP: 60602 BUSINESS PHONE: 3126301900 MAIL ADDRESS: STREET 1: 30 NORTH LASALLE STREET STREET 2: 8401 GREENWAY BLVD CITY: CHICAGO STATE: IL ZIP: 60602 8-A12B/A 1 FORM 8-A/A-3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A-3 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) Delaware 36-2669023 -------------------------------------- ---------------------------------- (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 30 North LaSalle Street, Chicago, Illinois 60602 --------------------------------------------- ------------ (Address of Principal Executive Offices) (Zip Code) If this form relates to the If this form relates to the registration of a class of registration of a class of securities pursuant to Section securities pursuant to Section 12(b) of the Exchange Act and is 12(g) of the Exchange Act and is effective pursuant to General effective pursuant to General Instruction A.(c), please check the Instruction A.(d), please check following box. / / the following box. / / Securities Act registration statement file number to which this form relates: 333-42535 --------------- (If applicable) 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, par value $.01 American Stock Exchange Securities to be registered pursuant to Section 12(g) of the Act: None -------------- (Title of Class) EXPLANATORY NOTE Pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 6, 1998, between Telephone and Data Systems, Inc., an Iowa corporation ("TDS Iowa") and Telephone and Data Systems, Inc., a Delaware corporation ("TDS Delaware"), which had been a wholly-owned subsidiary of TDS Iowa, TDS Iowa has been merged with and into TDS Delaware, with TDS Delaware as the surviving corporation (the "Reincorporation Merger"). In the Reincorporation Merger, each Common Share, $1.00 par value, of TDS Iowa (the "Iowa Common Shares") issued immediately prior to the Reincorporation Merger was automatically converted into one issued and fully paid and nonassessable Common Share, $.01 par value, of TDS Delaware (the "Delaware Common Shares"), each Series A Common Share, $1.00 par value, of TDS Iowa issued immediately prior to the Reincorporation Merger was automatically converted into one issued and fully paid and nonassessable Series A Common Share, $.01 par value, of TDS Delaware, and each Preferred Share, without par value, of TDS Iowa issued immediately prior to the Reincorporation Merger was automatically converted into one issued and fully paid and nonassessable Preferred Share, $.01 par value, of the same series of TDS Delaware. The Reincorporation Merger and related transactions are described in the Proxy Statement of TDS Iowa and Prospectus of TDS Delaware, dated March 24, 1998, as supplemented, which is part of the Registrant's Registration Statement on Form S-4 (Registration No. 333-42535), which is incorporated by reference herein. This Amendment to the Registration Statement on Form 8-A of TDS Iowa is being filed by TDS Delaware for the for the purpose of amending the Form 8-A of TDS Iowa to reflect the transaction described above and to adopt such Registration Statement on Form 8-A, as amended hereby, as its own for all purposes. INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. The description (the "Description") of the Registrant's Common Shares, par value $.01 per share, appearing under the caption "Proposal 1 - Tracking Stock Proposal" in the Registrant's Proxy Statement/Prospectus, dated March 24, 1998, as supplemented, is incorporated herein by reference. Any subsequent amendment or any report filed for the purpose of updating the Description is deemed to be incorporated herein by reference. The Delaware Common Shares have been substituted for the Iowa Common Shares and will continue to be traded on the American Stock Exchange under the symbol "TDS." ITEM 2. EXHIBITS. Exhibit Number Description of Document - ------- ----------------------- 3.1 Restated Certificate of Incorporation of the Registrant, is hereby incorporated by reference to EXHIBIT 3.1 to the Registrant's Current Report on Form 8-K dated May 22, 1998. 3.2 Restated Bylaws of the Registrant, are hereby incorporated by reference to EXHIBIT 3.2 to the Registrant's Current Report on Form 8-K dated May 22, 1998. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. TELEPHONE AND DATA SYSTEMS, INC. Date: May 22, 1998 By: /s/ Gregory J. Wilkinson ------------------------- Name: Gregory J. Wilkinson Title: Vice President and Controller SIGNATURE PAGE TO TDS 8-A/A-3 DATED MAY 22, 1998 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION OF DOCUMENT - ------- ----------------------- 3.1 Restated Certificate of Incorporation of the Registrant, is hereby incorporated by reference to EXHIBIT 3.1 to the Registrant's Current Report on Form 8-K dated May 22, 1998. 3.2 Restated Bylaws of the Registrant, are hereby incorporated by reference to EXHIBIT 3.2 to the Registrant's Current Report on Form 8-K dated May 22, 1998. -----END PRIVACY-ENHANCED MESSAGE-----