-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, dswJ/tRslb3Oe30rKZGT0ItzZQ+0ZLEsSyw+aLlWWPV0yDYX212sBTIpFlHz7N4A 0nhosxnA8ZIvsK1rBNIyhQ== 0000096966-94-000038.txt : 19940831 0000096966-94-000038.hdr.sgml : 19940831 ACCESSION NUMBER: 0000096966-94-000038 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940830 SROS: AMEX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED STATES CELLULAR CORP CENTRAL INDEX KEY: 0000821130 STANDARD INDUSTRIAL CLASSIFICATION: 4812 IRS NUMBER: 621147325 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40021 FILM NUMBER: 94547206 BUSINESS ADDRESS: STREET 1: 8410 W BRYN MAWR AVE STREET 2: STE 700 CITY: CHICAGO STATE: IL ZIP: 60631 BUSINESS PHONE: 3123998900 MAIL ADDRESS: STREET 1: 301 S. WESTFIELD ROAD STREET 2: P.O. BOX 5158 CITY: MADISON STATE: WI ZIP: 53705-0158 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TELEPHONE & DATA SYSTEMS INC CENTRAL INDEX KEY: 0000096966 STANDARD INDUSTRIAL CLASSIFICATION: 4813 IRS NUMBER: 362669023 STATE OF INCORPORATION: IA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 30 N LASALLE ST STE 4000 CITY: CHICAGO STATE: IL ZIP: 60602 BUSINESS PHONE: 3126301900 MAIL ADDRESS: STREET 1: 301 S. WESTFIELD RD STREET 2: PO BOX 5158 CITY: MADISON STATE: WI ZIP: 53705-0158 FORMER COMPANY: FORMER CONFORMED NAME: TELEPHONE SYSTEMS INC STOCK OPTION PLANS DATE OF NAME CHANGE: 19741118 FORMER COMPANY: FORMER CONFORMED NAME: TELEPHONE SYSTEMS INC DATE OF NAME CHANGE: 19740509 SC 13D/A 1 SCHEDULE 13D AMENDMENT 5 OMB APPROVAL OMB Number: 3235-0145 Expires: October 31, 1994 Estimated average burden hours per form 14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (First Amendment to the Amended and Restated Schedule 13D)* United States Cellular Corporation ______________________________________________________________ (Name of Issuer) Common Shares ($1.00 par value) _________________________________________________________________ (Title of Class of Securities) 911684108 ______________________________________________________________ (CUSIP Number) LeRoy T. Carlson, Jr. (312) 630-1900 Telephone and Data Systems, Inc. 30 N. LaSalle Street, Suite 4000, Chicago, Illinois 60602 ______________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 11, 1994 ______________________________________________________________ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box . Check the following box if a fee is being paid with the statement . (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SEC 1746(12-91) SCHEDULE 13D CUSIP No. 911684108 Page 2 of 9 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Telephone and Data Systems, Inc. 36-2669023 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) x 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Iowa 7 SOLE VOTING POWER 63,878,869 - Includes 33,005,877 NUMBER OF Series A Common Shares which have ten votes per SHARES share on all matters and are convertible on a BENEFICIALLY share-for-share basis into Common Shares and OWNED BY 30,872,992 Common Shares. See Item 5 for EACH further explanation. REPORTING PERSON 8 SHARED VOTING POWER WITH -0- 9 SOLE DISPOSITIVE POWER Same as 7 above. 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Same as 7 above. 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Reporting person beneficially owns 100% of the Series A Common Shares of the Issuer and approximately 68.1% of the Common Shares of the Issuer for a combined total of approximately 81.6% of the Issuer's outstanding classes of stock and approximately 96.1% of their combined voting power. 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. **Based on 45,315,014 Common Shares and 33,005,877 Series A Common Shares outstanding on August 11, 1994. SCHEDULE 13D CUSIP No. 911674108 Page 3 of 9 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The voting Trust under Agreement dated June 30, 1989 36-6925012 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 63,878,869 - Includes EACH 33,005,877 Series A Common Shares which have REPORTING ten votes per share on all matters and are PERSON convertible on a share-for-share basis into Common WITH Shares and 30,872,992 Common Shares. See Item 5 of for further explanation. 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER Same as 8 above. 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Same as 8 above. 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Reporting person beneficially owns 100% of the Series A Common Shares of the Issuer and approximately 68.1% of the Common Shares of the Issuer for a combined total of approximately 81.6% of the Issuer's outstanding classes of stock and approximately 96.1% of their combined voting power. 14 TYPE OF REPORTING PERSON* 00 *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. **Based on 45,314,014 Common Shares and 33,005,877 Series A Common Shares outstanding on August 11, 1994. Schedule 13D Issuer: United States Cellular Corporation Page 4 of 9 This Amendment Number 5 to the Amended and Restated Schedule 13D is being filed pursuant to Section 13(d)(2) of the Securities Exchange Act of 1934, as amended (the "Act"), by Telephone and Data Systems, Inc., an Iowa corporation ("TDS"). This amended Schedule 13D, among other things, discloses the acquisition by TDS of Common Shares, par value $1.00 per share ("Common Shares"), and/or Series A Common Shares, par value $1.00 per share ("Series A Common Shares") of United States Cellular Corporation, a Delaware corporation (the "Issuer"). Item 1. Security and Issuer. -------------------- This statement relates to the Common Shares of the Issuer. The principal executive office of the Issuer is located at 8410 West Bryn Mawr, Suite 700, Chicago, Illinois 60631. Item 2. Identity and Background. ------------------------ TDS and The Voting Trust under Agreement dated June 30, 1989 ("The Voting Trust"), are filing this Schedule 13D amendment concerning their direct and indirect beneficial ownership of Common Shares. The following sets forth Items 2(a) through 2(f) for each person. TDS. The principal business and office address of TDS, is 30 North LaSalle Street, Suite 4000, Chicago, Illinois 60602. TDS's principal business is that of providing diversified telecommunications services. TDS has established local telephone and developing cellular telephone and radio paging operations. Information with respect to the directors and executive officers of TDS is set forth on Appendices A, B and D attached hereto. The Voting Trust. The principal business address of The Voting Trust is c/o TDS, 30 North LaSalle Street, Suite 4000, Chicago, Illinois 60602. The Voting Trust holds TDS Series A Common Shares and was created to facilitate long- standing relationships among the trust's certificate holders. Under the terms of The Voting Trust, the trustees hold and vote the TDS Series A Common Shares held in the trust. The information with respect to the trustees of The Voting Trust is set forth in Appendix C hereto, and incorporated herein by reference. During the last five years, neither TDS, The Voting Trust, nor any of the persons named in Appendices A, B and C hereto has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, neither TDS, The Voting Trust, nor any of the persons named in Appendices A, B and C hereto was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, and as a consequence of which any such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. -------------------------------------------------- As of June 28, 1994, an aggregate of 26,999 Common Shares which, individually, constituted a non-material increase in the percentage of the class of shares beneficially owned by TDS, were issued to TDS in consideration for the assignment of TDS's right, title and interest in minority Schedule 13D Issuer: United States Cellular Corporation Page 5 of 9 interest holdings in certain MSAs pursuant to an Exchange Agreement dated as of June 14, 1994. The implicit price per share was $29.00, which was determined by using the average closing price for Common Shares on the American Stock Exchange (the "AMEX") for the five trading days immediately preceding June 15, 1994. As of August 11, 1994, an aggregate of 505,304 Common Shares were issued to TDS in consideration for the assignment of TDS's right, title and interest in an RSA pursuant to two Exchange Agreements dated as of April 15, 1994. The implicit price per share was $29.17 which was determined by using the average closing price for Common Shares of the Issuer on the AMEX for the five trading days immediately preceding August 11, 1994. As of August 11, 1994, TDS is expected to acquire additional Common Shares pursuant to Exchange Agreements and the conversion of the Issuer's Preferred Shares into Common Shares by TDS. Based on the five day average closing prices of TDS's and the Issuer's Common Shares as of August 11, 1994, 2,827,805 would be deliverable to TDS. The number of Common Shares which will actually be delivered to TDS will be determined immediately prior to the closing of the respective acquisitions. It is expected that the pending acquisitions discussed in this Item 3 will close on or before February 11, 1994. The Issuer has an ongoing acquisition program in conjunction with TDS, whereby the Issuer will acquire, directly or indirectly, all or a portion of the capital stock, partnership interests or assets of, or other interest in, entities (the "Market Entity Assets") which have received or may receive a license from the Federal Communications Commission to provide cellular telephone service. In some of these acquisitions, TDS may acquire the Market Entity Assets through the issuance of TDS shares and thereafter assign such assets to the Issuer in exchange for the Issuer's shares pursuant to exchange agreements. Pursuant to these exchange agreements, the Issuer delivers that number of its shares to TDS having a fair market value equal to the fair market value of the TDS shares which are issued in connection with such acquisitions (e.g., the Issuer will typically deliver that number of Common Shares to TDS determined by dividing the average closing price for the Common Shares on the AMEX for the five trading days immediately preceding the date of delivery of such Common Shares, $1.00 par value, of TDS into the product of that number of TDS Common Shares delivered by TDS multiplied by the average closing price of TDS Common Shares on the AMEX during such period). Item 4. Purpose of Transaction. ----------------------- The information contained in the first Item 3, pages 4 and 5, is incorporated herein by reference. (a) - (j) - None. Item 5. Interest in Securities of the Issuer. ------------------------------------- (I) TDS. ---- (a) At August 11, 1994, TDS may be deemed to beneficially own an aggregate of 63,878,869 Common Shares which is approximately 81.6% of such shares outstanding. This includes 33,005,877 Series A Common Shares which have ten votes per share on all matters and are Schedule 13D Issuer: United States Cellular Corporation Page 6 of 9 convertible on share-for-basis into Common Shares, and 30,872,992 Common Shares. (b) (i) Sole Power to Vote or Direct the Vote: ------------------------------------- TDS is the direct beneficial owner of 30,872,992 Common Shares and 33,005,877 Series A Common Shares representing approximately 81.6% of all classes of common shares of the Issuer. The Series A Common Shares have ten votes per share on all matters and are convertible on a share-for-share basis into Common Shares. TDS has sole voting power with respect to an aggregate of 63,878,869 shares which represents approximately 96.1% of the combined voting power of the Common Shares and the Series A Common Shares. (ii) Shared Power to Vote or Direct the Vote: ---------------------------------------- None. (iii) Sole Power to Dispose or Direct the Disposition: ---------------------------------------- TDS has sole power to dispose of 30,872,992 Common Shares and 33,005,877 Series A Common Shares, representing 81.6% of all classes of capital stock outstanding. (iv) Shared Power to Dispose or Direct the Disposition: ---------------------------------------- None. (c) None. The information set forth in the first paragraph of Item 3, pages 4 and 5, is incorporated herein by reference. (d) To the knowledge of LeRoy T. Carlson, Jr., no other person is known to have the right of dividends from, or the proceeds from the sale of the shares of Common Shares beneficially owned by TDS. (e) Not Applicable. (II) Directors and Executive Officers of TDS. ---------------------------------------- (a) - (b) See Appendix C attached hereto and incorporated herein by reference. (c) To the knowledge of LeRoy T. Carlson, Jr., no transactions were effected during the past sixty days in the Common Shares by any Director or Executive Officer of TDS. (d) To the knowledge of LeRoy T. Carlson, Jr., no person other than the persons listed in Appendix D are known to have the right to receive or the power to direct the receipt of dividends from, or other proceeds Schedule 13D Issuer: United States Cellular Corporation Page 7 of 9 from the sale of Common Shares beneficially owned by the persons listed in Appendix D. (e) Not applicable. (III) The Voting Trust. ----------------- (a) At August 11, 1994, pursuant to Rule 13d- 3(d)(1)(i), The Voting Trust may be deemed to beneficially own an aggregate of 63,878,869 Common Shares representing 81.6% of such shares. This includes 30,872,992 Common Shares and 33,005,877 Series A Common Shares. (b) (i) Sole Power to Vote or Direct the Vote: -------------------------------------- None. (ii) Shared Power to Vote or Direct the Vote: ---------------------------------------- The Voting Trust Trustees are trustees of the Voting Trust which is the direct beneficial owner of Series A Common Shares of TDS. The Voting Trust Trustees hold and vote 6,249,253.4 Series A Common Shares of TDS held in the Voting Trust, representing approximately 90.8% of the outstanding Series A Common Shares of TDS, and approximately 53.6% of the combined voting power of such Series A Common Shares and Common Shares.1 Therefore, the Voting Trust may direct a majority of the combined voting power of TDS, which has the sole voting power with respect to approximately 96.1% of the combined voting power of the Issuer (see above discussion concerning beneficial ownership of the Issuer by TDS). (iii) Sole Power to Dispose or Direct the Disposition: --------------------------------------- None. (iv) Shared Power to Dispose or Direct the Disposition: ---------------------------------------- The information contained in Item 5.III(b)(ii) above is incorporated herein by reference. Through the ability to direct a majority of the combined voting power of TDS, The Voting Trust trustees share the power to direct the disposition of 30,872,992 Common Shares and 33,005,877 Series A ---------------------------------- 1 Based on 47,830,528 Common Shares of TDS and 6,885,573 Series A Common Shares outstanding on August 11, 1994. Schedule 13D Issuer: United States Cellular Corporation Page 8 of 9 Common Shares, representing 81.6% of all classes of capital stock outstanding of the Issuer. (c) To the knowledge of LeRoy T. Carlson, Jr., no transactions were effected during the past sixty days in Common Shares by The Voting Trust. (d) To the knowledge of LeRoy T. Carlson, Jr., no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Shares beneficially owned by The Voting Trust. (e) Not Applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. ------------------------------------------------------- The Voting Trust holds Series A Common Shares of TDS and was created to facilitate long-standing relationships among the trust's certificate holders. Under the terms of The Voting Trust, the trustees hold and vote the Series A Common Shares of TDS held in the trust. The Voting Trust Trustees hold and vote 6,249,253.4 Series A Common Shares of TDS held in the Voting Trust, representing 90.8% of the outstanding Series A Common Shares of TDS, and approximately 53.6% of the combined voting power of the Series A Common Shares and Common Shares. Therefore, the Voting Trust Trustees may direct the majority vote of the shares of TDS which is a beneficial owner of the Issuer. Item 7. Material to be Filed as Exhibits. ---------------------------------- None. * * * * * * Schedule 13D Issuer: United States Cellular Corporation Page 9 of 9 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated as of August 11, 1994. TELEPHONE AND DATA SYSTEMS, INC. /s/ LeRoy T. Carlson, Jr. /s/ LeRoy T. Carlson, Jr. -------------------------- -------------------------- LeRoy T. Carlson, Jr. LeRoy T. Carlson, Jr. Title: President and Chief Title: Trustee Executive Officer Signature Page of the First Amendment to the Amended and Restated Schedule 13D relating to the direct and indirect beneficial ownership in the Common Shares of United States Cellular Corporation by Telephone and Data Systems, Inc., and the Voting Trust, respectively. Schedule 13D Appendix A Issuer: United States Cellular Corporation Page 1 of 6 of Appendix A Directors of TDS ---------------- (I) (a) Name: ---- LeRoy T. Carlson (b) Business Address: ---------------- Telephone and Data Systems, Inc. 30 North LaSalle Street Suite 4000 Chicago, Illinois 60602 (c) Present Principal Occupation or Employment: ------------------------------------------ Chairman of Telephone and Data Systems, Inc. (d) Citizenship: ----------- United States (II) (a) Name: ---- LeRoy T. Carlson, Jr. (b) Business Address: ---------------- Telephone and Data Systems, Inc. 30 North LaSalle Street Suite 4000 Chicago, Illinois 60602 (c) Present Principal Occupation or Employment: ------------------------------------------ President and Chief Executive Officer of Telephone and Data Systems, Inc. (d) Citizenship: ----------- United States Schedule 13D Issuer: United States Cellular Corporation Page 2 of 6 of Appendix A (III) (a) Name: ---- Rudolph E. Hornacek (b) Business Address: ---------------- Telephone and Data Systems, Inc. 30 North LaSalle Street Suite 4000 Chicago, Illinois 60602 (c) Present Principal Occupation or Employment: ------------------------------------------ Vice President - Engineering of Telephone and Data Systems, Inc. (d) Citizenship: ----------- United States (IV) (a) Name: ---- Murray L. Swanson (b) Business Address: ---------------- Telephone and Data Systems, Inc. 30 North LaSalle Street Suite 4000 Chicago, Illinois 60602 (c) Present Principal Occupation or Employment: ------------------------------------------ Executive Vice President - Finance of Telephone and Data Systems, Inc. (d) Citizenship: ----------- United States Schedule 13D Issuer: United States Cellular Corporation Page 3 of 6 of Appendix A (V) (a) Name: ---- James Barr, III (b) Business Address: ---------------- TDS Telecommunications Corporation 301 South Westfield Road Madison, Wisconsin 53705-0158 (c) Present Principal Occupation or Employment: ------------------------------------------ President of TDS Telecommunications Corporation, a wholly owned subsidiary of Telephone and Data Systems, Inc. (d) Citizenship: ----------- United States (VI) (a) Name: ---- Lester O. Johnson (b) Residence Address: ----------------- 6209 Mineral Point Road Apt. 805 Madison, Wisconsin 53705 (c) Present Principal Occupation or Employment: ------------------------------------------ Architect in private practice. (d) Citizenship: ----------- United States Schedule 13D Issuer: United States Cellular Corporation Page 4 of 6 of Appendix A (VII) (a) Name: ---- Donald C. Nebergall (b) Residence Address: ----------------- 2919 Applewood Place, N.E. Cedar Rapids, Iowa 52402 (c) Present Principal Occupation or Employment: ------------------------------------------ Consultant to Telephone and Data Systems, Inc. (d) Citizenship: ----------- United States (VIII) (a) Name: ---- Herbert S. Wander (b) Business Address: Katten, Muchin & Zavis 525 West Monroe Street Suite 1600 Chicago, Illinois 60606-3693 (c) Present Principal Occupation or Employment: ------------------------------------------ Partner of the law firm of Katten, Muchin & Zavis. (d) Citizenship ----------- United States Schedule 13D Issuer: United States Cellular Corporation Page 5 of 6 of Appendix A (IX) (a) Name: ---- Walter C.D. Carlson (b) Business Address: ---------------- Sidley & Austin One First National Plaza Chicago, Illinois 60603 (c) Present Principal Occupation or Employment: ------------------------------------------ Partner of the law firm of Sidley & Austin. (d) Citizenship: ----------- United States (X) (a) Name: ---- Donald R. Brown (b) Business Address: ---------------- Telephone and Data Systems, Inc. 834 Ethan's Glen Drive Knoxville, Tennessee 37923 (c) Present Principal Occupation or Employment: ------------------------------------------ Vice President of TDS Telecommunications Corporation. (d) Citizenship: ----------- United States Schedule 13D Issuer: United States Cellular Corporation Page 6 of 6 of Appendix A (XI) (a) Name: ---- Robert J. Collins (b) Business Address: ---------------- Telephone and Data Systems, Inc. Box 231 Northfield, Vermont 05663 (c) Present Principal Occupation or Employment: ------------------------------------------ Vice President of TDS Telecommunications Corporation. (d) Citizenship: ----------- United States * * * * * Schedule 13D Appendix B Issuer: United States Cellular Corporation Page 1 of 6 of Appendix B Executive Officers of TDS ------------------------- (I) (a) Name: ---- LeRoy T. Carlson (b) Business Address: ---------------- Telephone and Data Systems, Inc. 30 North LaSalle Street Suite 4000 Chicago, Illinois 60602 (c) Present Principal Occupation or Employment: ------------------------------------------ Chairman of Telephone and Data Systems, Inc. (d) Citizenship: ----------- United States (II) (a) Name: ---- LeRoy T. Carlson, Jr. (b) Business Address: ---------------- Telephone and Data Systems, Inc. 30 North LaSalle Street Suite 4000 Chicago, Illinois 60602 (c) Present Principal Occupation or Employment: ------------------------------------------ President and Chief Executive Officer of Telephone and Data Systems, Inc. (d) Citizenship: ----------- United States Schedule 13D Issuer: United States Cellular Corporation Page 2 of 6 of Appendix B (III) (a) Name: ---- Rudolph E. Hornacek (b) Business Address: ---------------- Telephone and Data Systems, Inc. 30 North LaSalle Street Suite 4000 Chicago, Illinois 60602 (c) Present Principal Occupation or Employment: ------------------------------------------ Vice President - Engineering of Telephone and Data Systems, Inc. (d) Citizenship: ----------- United States (IV) (a) Name: ---- Murray L. Swanson (b) Business Address: ---------------- Telephone and Data Systems, Inc. 30 North LaSalle Street Suite 4000 Chicago, Illinois 60602 (c) Present Principal Occupation or Employment: ------------------------------------------ Executive Vice President - Finance of Telephone and Data Systems, Inc. (d) Citizenship: ----------- United States Schedule 13D Issuer: United States Cellular Corporation Page 3 of 6 of Appendix B (V) (a) Name: ---- H. Donald Nelson (b) Business Address: ---------------- United States Cellular Corporation 8410 West Bryn Mawr Suite 700 Chicago, Illinois 60631 (c) Present Principal Occupation or Employment: ------------------------------------------ President and Chief Executive Officer of United States Cellular Corporation. (d) Citizenship: ----------- United States (VI) (a) Name: ---- John R. Schaaf (b) Business Address: ---------------- American Paging, Inc. 1300 Godward Street NE Suite 3100 Minneapolis, Minnesota 55413 (c) Present Principal Occupation or Employment: ------------------------------------------ President of American Paging, Inc., a wholly owned subsidiary of Telephone and Data Systems, Inc. (d) Citizenship: ----------- United States Schedule 13D Issuer: United States Cellular Corporation Page 4 of 6 of Appendix B (VII) (a) Name: ---- C. Theodore Herbert (b) Business Address: ---------------- Telephone and Data Systems, Inc. 30 North LaSalle Street Suite 4000 Chicago, Illinois 60602 (c) Present Principal Occupation or Employment: ------------------------------------------ Vice President-Human Resources of Telephone and Data Systems, Inc. (d) Citizenship: ----------- United States (VIII) (a) Name: ---- Ronald D. Webster (b) Business Address: ---------------- Telephone and Data Systems, Inc. 30 North LaSalle Street Suite 4000 Chicago, Illinois 60602 (c) Present Principal Occupation or Employment: ------------------------------------------ Treasurer of Telephone and Data Systems, Inc. (d) Citizenship: ----------- United States Schedule 13D Issuer: United States Cellular Corporation Page 5 of 6 of Appendix B (IX) (a) Name: ---- Gregory J. Wilkinson (b) Business Address: ---------------- TDS Corporate Madison 301 South Westfield Road P.O. Box 5158 Madison, Wisconsin 53705-0158 (c) Present Principal Occupation or Employment: ------------------------------------------ Vice President and Corporate Controller of Telephone and Data Systems, Inc. (d) Citizenship: ----------- United States (X) (a) Name: ---- George L. Dienes (b) Business Address: ---------------- Telephone and Data Systems, Inc. 30 North LaSalle Street Suite 4000 Chicago, Illinois 60602 (c) Present Principal Occupation or Employment: ------------------------------------------ Vice President-Corporate Development of Telephone and Data Systems, Inc. (d) Citizenship: ----------- United States Schedule 13D Issuer: United States Cellular Corporation Page 6 of 6 of Appendix B (XI) (a) Name: ---- Michael G. Hron (b) Business Address: ---------------- Sidley & Austin One First National Plaza Chicago, Illinois 60603 (c) Present Principal Occupation or Employment: ------------------------------------------ Partner of the law firm of Sidley & Austin. (d) Citizenship: ----------- United States * * * * * Schedule 13D Appendix C Issuer: United States Cellular Corporation Page 1 of 2 of Appendix C Trustees of The Voting Trust ----------------------------- (I) (a) Name: ---- Walter C.D. Carlson (b) Business Address: ---------------- Sidley & Austin One First National Plaza Chicago, Illinois 60603 (c) Present Principal Occupation or Employment: ------------------------------------------ Partner of the law firm of Sidley & Austin (d) Citizenship: ----------- United States (II) (a) Name: ---- LeRoy T. Carlson, Jr. (b) Business Address: ---------------- Telephone and Data Systems, Inc. 30 North LaSalle Street Suite 4000 Chicago, Illinois 60602 (c) Present Principal Occupation or Employment: ------------------------------------------ President and Chief Executive Officer of Telephone and Data Systems, Inc. (d) Citizenship: ----------- United States Schedule 13D Issuer: United States Cellular Corporation Page 2 of 2 of Appendix C (III) (a) Name: ---- Letitia G. Carlson (b) Business Address: ---------------- 2150 Pennsylvania Avenue, N.W. Washington, D.C. 20037 (c) Present Principal Occupation or Employment: ------------------------------------------ Physician (d) Citizenship: ----------- United States (IV) (a) Name: ---- Melanie J. Heald (b) Business Address: ---------------- 7410 Longmeadow Road Madison, WI 53717 (c) Present Principal Occupation or Employment: ------------------------------------------ Homemaker (d) Citizenship: ----------- United States (V) (a) Name: ---- Donald C. Nebergall (b) Business Address: ---------------- 2919 Applewood Place, N.E. Cedar Rapids, Iowa 52402 (c) Present Principal Occupation or Employment: ------------------------------------------ Consultant to Telephone and Data Systems, Inc. (d) Citizenship: ----------- United States Schedule 13D Appendix D Issuer: United States Cellular Corporation Page 1 of 1 of Appendix D Number of Common Shares of the Issuer Percentage of Class Beneficially Owned of the Issuer's Name as of August 11, 1994 Common Shares --------- --------------------- ------------------- James Barr, III 0 0.0% Donald R. Brown 0 0.0% LeRoy T. Carlson 1,243 0.0% LeRoy T. Carlson, Jr. 0 (1) 0.0% Walter C.D. Carlson 0 0.0% Robert J. Collins 24 0.0% George L. Dienes 0 0.0% C. Theodore Herbert 468 (1) 0.0% Rudolph E. Hornacek 0 0.0% Michael G. Hron 0 (1) 0.0% Lester O. Johnson 0 0.0% Donald C. Nebergall 500 0.0% H. Donald Nelson 4,020 0.0% John R. Schaaf 0 0.0% Murray L. Swanson 0 0.0% Herbert S. Wander 0 0.0% Ronald D. Webster 0 (1) 0.0% Gregory J. Wilkinson 771 0.0% (1) In accordance with the position of the SEC's Division of Corporation Finance, trustees are deemed to beneficially own shares of Common Stock held by a benefits plan which are unallocated or allocated to plan participants and for which no instructions as to voting or tendering are received. Messrs. Carlson Jr., Herbert, Hron and Webster were the trustees of the Telephone and Data Systems, Inc. Tax-Deferred Savings Plan (the "Trustees") as of the Issuer's most recent Annual Meeting. With respect to the Issuer's Annual Meeting held on May 5, 1994, plan participants did not provide voting instructions as to 53,062.4 Common Shares allocated to the plan participants. The trustees disclaim beneficial ownership of such shares. -----END PRIVACY-ENHANCED MESSAGE-----