-----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, UqQghotxF/IvEFvC1PxPZshDCzY+s0F6jk1pV+fQbEUikUtZw1ZSr6qWgMR8XWN7 dYSVy8ZlVS5BLJ6b27YFtw== 0001047469-98-028265.txt : 19980727 0001047469-98-028265.hdr.sgml : 19980727 ACCESSION NUMBER: 0001047469-98-028265 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980724 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] IRS NUMBER: 362669023 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: SEC FILE NUMBER: 033-68456-99 FILM NUMBER: 98670774 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 POS AM 1 FORM S-3 Registration No. 33-68456 As filed with the Securities and Exchange Commission on July 23, 1998 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No.2* to FORM S-3 Registration Statement Under THE SECURITIES ACT OF 1933 TELEPHONE AND DATA SYSTEMS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 36-2669023 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 30 North La Salle Street Chicago, Illinois 60602 (312) 630-1900 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) LeRoy T. Carlson, Chairman Telephone and Data Systems, Inc. 30 North La Salle Street Chicago, Illinois 60602 (312) 630-1900 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies of all communications to: Wilbur C. Delp, Jr., Esq. Sidley & Austin One First National Plaza, Chicago, Illinois 60603 (312) 853-7000 Approximate date of commencement of proposed sale to the public: From time to time after the Registration Statement becomes effective, as determined by market conditions and other factors. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / / If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. / / If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. / / If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / / *THIS POST-EFFECTIVE AMENDMENT NO. 2 (THE "AMENDMENT") TO THE REGISTRANT'S REGISTRATION STATEMENT NO. 33-68456 IS BEING FILED PURSUANT TO RULE 462(D) UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR THE SOLE PURPOSE OF FILING AN EXHIBIT AND, ACCORDINGLY, SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING WITH THE COMMISSION. EXPLANATORY NOTE This Post-Effective Amendment No. 2 to Form S-3 is being filed solely for the purpose of filing as an exhibit the Form T-1 Statement of Eligibility and Qualification relating to Registration Statement No. 33-68456, declared effective on October 12, 1993, and amended by a Post-Effective Amendment, declared effective on June 10, 1998. 2 EXHIBIT INDEX
Exhibit Number ------ * 1.2 Form of Selling Agency Agreement * 4.1 Form of Indenture * 4.2 Form of Global Note * 4.3 Form of Certificated Note * 4.4 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. *4.5 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. * 5 Opinion of Sidley & Austin *12 Statements regarding computation of ratios are hereby incorporated by reference to the Company's Annual Reports on Form 10-K for the Years Ended December 31, 1997,1996,1995,1994 and 1993, and the Company's Quarterly Report on Form 10-Q for the Quarter Ended March 31, 1998. * 23.1 Consent of independent public accountants * 23.2 Consent of independent accountants * 23.3 Consent of Sidley & Austin * 24 Powers of Attorney 25 Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of Harris Trust and Savings Bank, as trustee.
------------------------ *Previously Filed 3 SIGNATURE 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-3 and has duly caused this Post- Effective Amendment No. 2 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois on the 23rd day of July, 1998 TELEPHONE AND DATA SYSTEMS, INC. By: /s/ LeRoy T. Carlson, Jr. ---------------------------------------- LeRoy T. Carlson, Jr. Presiden and Chief Executive Officer 4 Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement or Amendment has been signed below by the following persons in the capacities and on the dates indicated. Signature Title --------- ----- /s/ LeRoy T. Carlson CHAIRMAN AND DIRECTOR - ----------------------------------- LeRoy T. Carlson /s/ LeRoy T. Carlson, Jr. PRESIDENT AND DIRECTOR - ----------------------------------- (CHIEF EXECUTIVE OFFICER) LeRoy T. Carlson, Jr. /s/ Murray L. Swanson EXECUTIVE VICE PRESIDENT - ----------------------------------- - FINANCE AND DIRECTOR Murray L. Swanson (PRINCIPAL FINANCIAL OFFICER) * DIRECTOR - ----------------------------------- James Barr III * DIRECTOR - ----------------------------------- Rudolph E. Hornacek * DIRECTOR - ----------------------------------- Donald C. Nebergall * DIRECTOR - ----------------------------------- Herbert S. Wander * DIRECTOR - ----------------------------------- Walter C.D. Carlson DIRECTOR - ----------------------------------- Letitia C.G. Carlson * DIRECTOR - ----------------------------------- Donald R. Brown DIRECTOR - ----------------------------------- George W. Off DIRECTOR - ----------------------------------- Martin L. Solomon - ----------------------------------- VICE PRESIDENT AND CONTROLLER (PRINCIPAL Gregory J. Wilkinson ACCOUNTING OFFICER) * By /s/ LeRoy T. Carlson, Jr. -------------------------------- LeRoy T. Carlson Attorney-in-Fact 5 EX-25 2 EXHIBIT 25 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under the Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) _______________ HARRIS TRUST AND SAVINGS BANK (Name of Trustee) Illinois 36-1194448 (State of Incorporation) (I.R.S. Employer Identification No.) 111 West Monroe Street, Chicago, Illinois 60603 (Address of principal executive offices) FRANK A. PIERSON, HARRIS TRUST AND SAVINGS BANK, 111 WEST MONROE STREET, CHICAGO, ILLINOIS, 60603 312-461-2533 (Name, address and telephone number for agent for service) TELEPHONE AND DATA SYSTEMS, INC. (Name of obligor) Delaware 36-2669023 (State of Incorporation) (I.R.S. Employer Identification No.) Suite 4000 30 N. LaSalle Chicago, Illinois 60602 (Address of principal executive offices) (Debt Securities) (Title of indenture securities) 1. GENERAL INFORMATION. Furnish the following information as to the Trustee: (a) Name and address of each examining or supervising authority to which it is subject. Commissioner of Banks and Trust Companies, State of Illinois, Springfield, Illinois; Chicago Clearing House Association, 164 West Jackson Boulevard, Chicago, Illinois; Federal Deposit Insurance Corporation, Washington, D.C.; The Board of Governors of the Federal Reserve System,Washington, D.C. (b) Whether it is authorized to exercise corporate trust powers. Harris Trust and Savings Bank is authorized to exercise corporate trust powers. 2. AFFILIATIONS WITH OBLIGOR. If the Obligor is an affiliate of the Trustee, describe each such affiliation. The Obligor is not an affiliate of the Trustee. 3. thru 15. NO RESPONSE NECESSARY 16. LIST OF EXHIBITS. 1. A copy of the articles of association of the Trustee is now in effect which includes the authority of the trustee to commence business and to exercise corporate trust powers. A copy of the Certificate of Merger dated April 1, 1972 between Harris Trust and Savings Bank, HTS Bank and Harris Bankcorp, Inc. which constitutes the articles of association of the Trustee as now in effect and includes the authority of the Trustee to commence business and to exercise corporate trust powers was filed in connection with the Registration Statement of Louisville Gas and Electric Company, File No. 2-44295, and is incorporated herein by reference. 2. A copy of the existing by-laws of the Trustee. A copy of the existing by-laws of the Trustee was filed in connection with the Registration Statement of Commercial Federal Corporation., File No. 333-20711, and is incorporated herein by reference. 3. The consents of the Trustee required by Section 321(b) of the Act. (included as Exhibit A on page 2 of this statement) 4. A copy of the latest report of condition of the Trustee published pursuant to law or the requirements of its supervising or examining authority. (included as Exhibit B on page 3 of this statement) 1 SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, HARRIS TRUST AND SAVINGS BANK, a corporation organized and existing under the laws of the State of Illinois, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago, and State of Illinois, on the 22nd day of July, 1998. HARRIS TRUST AND SAVINGS BANK By: Frank A. Pierson -------------------- Frank A. Pierson Vice President EXHIBIT A The consents of the trustee required by Section 321(b) of the Act. Harris Trust and Savings Bank, as the Trustee herein named, hereby consents that reports of examinations of said trustee by Federal and State authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor. HARRIS TRUST AND SAVINGS BANK By: Frank A. Pierson -------------------- Frank A. Pierson Vice President 2 EXHIBIT B Attached is a true and correct copy of the statement of condition of Harris Trust and Savings Bank as of March 31, 1998, as published in accordance with a call made by the State Banking Authority and by the Federal Reserve Bank of the Seventh Reserve District. [Logo] HARRIS BANK HARRIS TRUST AND SAVINGS BANK 111 West Monroe Street Chicago, Illinois 60603 of Chicago, Illinois, And Foreign and Domestic Subsidiaries, at the close of business on March 31, 1998, a state banking institution organized and operating under the banking laws of this State and a member of the Federal Reserve System. Published in accordance with a call made by the Commissioner of Banks and Trust Companies of the State of Illinois and by the Federal Reserve Bank of this District. Bank's Transit Number 71000288
ASSETS THOUSANDS OF DOLLARS CASH AND BALANCES DUE FROM DEPOSITORY INSTITUTIONS: NON-INTEREST BEARING BALANCES AND CURRENCY AND COIN . . . . . . . . . . . . . . $ 1,039,854 INTEREST BEARING BALANCES . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 290,921 SECURITIES:. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . a. HELD-TO-MATURITY SECURITIES $0 b. AVAILABLE-FOR-SALE SECURITIES $ 4,266,201 FEDERAL FUNDS SOLD AND SECURITIES PURCHASED UNDER AGREEMENTS TO RESELL $ 2,000 LOANS AND LEASE FINANCING RECEIVABLES: LOANS AND LEASES, NET OF UNEARNED INCOME. . . . . . . . . . . . . . . . . . . . $ 8,726,578 LESS: ALLOWANCE FOR LOAN AND LEASE LOSSES. . . . . . . . . . . . . . . . . . . $ 101,318 ----------- LOANS AND LEASES, NET OF UNEARNED INCOME, ALLOWANCE, AND RESERVE (ITEM 4.a MINUS 4.b). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,625,260 ASSETS HELD IN TRADING ACCOUNTS. . . . . . . . . . . . . . . . . . . . . . . . . . . $ 120,674 PREMISES AND FIXED ASSETS (INCLUDING CAPITALIZED LEASES) . . . . . . . . . . . . . . $ 219,475 OTHER REAL ESTATE OWNED. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 699 INVESTMENTS IN UNCONSOLIDATED SUBSIDIARIES AND ASSOCIATED COMPANIES. . . . . . . . . $ 120 CUSTOMER'S LIABILITY TO THIS BANK ON ACCEPTANCES OUTSTANDING . . . . . . . . . . . . $ 46,688 INTANGIBLE ASSETS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 266,411 OTHER ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 773,386 ----------- TOTAL ASSETS $15,731,689 ----------- -----------
3
LIABILITIES DEPOSITS: IN DOMESTIC OFFICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,270,648 NON-INTEREST BEARING . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,684,862 INTEREST BEARING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,585,786 IN FOREIGN OFFICES, EDGE AND AGREEMENT SUBSIDIARIES, AND IBF'S. . . . . . . . . $ 1,307,928 NON-INTEREST BEARING . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 23,432 INTEREST BEARING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,284,496 FEDERAL FUNDS PURCHASED AND SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE IN DOMESTIC OFFICES OF THE BANK AND OF ITS EDGE AND AGREEMENT SUBSIDIARIES, AND IN IBF'S: FEDERAL FUNDS PURCHASED & SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE . . . . . . $ 3,599,510 TRADING LIABILITIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74,487 OTHER BORROWED MONEY:. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . a. WITH REMAINING MATURITY OF ONE YEAR OR LESS $ 471,692 b. WITH REMAINING MATURITY OF MORE THAN ONE YEAR $ 0 BANK'S LIABILITY ON ACCEPTANCES EXECUTED AND OUTSTANDING $ 46,688 SUBORDINATED NOTES AND DEBENTURES. . . . . . . . . . . . . . . . . . . . . . . . . . $ 325,000 OTHER LIABILITIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 386,442 ----------- TOTAL LIABILITIES $14,482,395 ----------- ----------- EQUITY CAPITAL COMMON STOCK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 100,000 SURPLUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 601,026 a. UNDIVIDED PROFITS AND CAPITAL RESERVES . . . . . . . . . . . . . . . . . . . . . $ 545,185 b. NET UNREALIZED HOLDING GAINS (LOSSES) ON AVAILABLE-FOR-SALE SECURITIES $ 2,802 ----------- TOTAL EQUITY CAPITAL $ 1,249,294 ----------- ----------- TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK, AND EQUITY CAPITAL. . . . . . . . . $15,731,689 ----------- -----------
I, Pamela Piarowski, Vice President of the above-named bank, do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true to the best of my knowledge and belief. PAMELA PIAROWSKI 1/30/98 We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and, to the best of our knowledge and belief, has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and the Commissioner of Banks and Trust Companies of the State of Illinois and is true and correct. EDWARD W. LYMAN, ALAN G. McNALLY, RICHARD E. TERRY Directors. 4 -----END PRIVACY-ENHANCED MESSAGE-----