-----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, L+Bxfuf9M9/lWXTSly8vOCwMU3qZZMFR7raZJrjNWbWIfFUx6FmlmHNVt8Sg/zNt ku55/+sJxHizmMOncKo2Gw== 0000096966-95-000020.txt : 19950615 0000096966-95-000020.hdr.sgml : 19950615 ACCESSION NUMBER: 0000096966-95-000020 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950315 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950315 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: TELEPHONE & DATA SYSTEMS INC CENTRAL INDEX KEY: 0000096966 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 362669023 STATE OF INCORPORATION: IA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08251 FILM NUMBER: 95521011 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 8-K 1 FORM 8K FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 1995 --------------- 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 incorporation) No.) 30 North LaSalle Street, Chicago, Illinois 60603 ------------------------------------------- ----------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (312) 630-1900 Not Applicable --------------- (Former name or former address, if changed since last report) The Exhibit Index is Located on Page 4 of 8 Total Pages. Item 5. Other Events. ------------- On March 14, 1995, the Company announced that a preliminary settlement has been reached with a group of Wisconsin telephone companies (the "Settlement Group") involved in a proceeding initiated by the Federal Communications Commission ("FCC") and that a definitive settlement agreement has been reached with BellSouth Mobility Inc with respect to the same proceeding (and certain other litigation between the parties). Pending the negotiation of a definitive agreement with the Settlement Group, the judge postponed the scheduled start of the hearing. The hearing was to determine whether United States Cellular Corporation misrepresented facts to, lacked candor in its dealings with, or attempted to mislead the FCC in the La Star matter previously reported and to determine if TDS possessed the requisite character qualifications to retain its cellular license for Wisconsin Rural Service Area 8. Also on March 14, 1995, the Company announced that on March 13, 1995, its wholly owned subsidiary, American Portable Telecommunications, Inc., was the successful bidder for eight broadband Personal Communications Services ("PCS") licenses at auction conducted by the FCC. The licenses cover the Major Trading Areas ("MTAs") of Minneapolis-St. Paul, Tampa-St. Petersburg-Orlando, Houston, Pittsburgh, Kansas City, Columbus, Alaska and Guam-N. Mariana Islands, and account for 27.9 million 1994 population equivalents ("pops"). This Current Report on Form 8-K is being filed for the purpose of filing the Press Releases issued by the Company relating to such announcements as exhibits. Item 7. Financial Statements and Exhibits --------------------------------- (c) Exhibits -------- The exhibits accompanying this report are listed in the accompanying Exhibit Index. 2 SIGNATURES 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, thereto duly authorized. Telephone and Data Systems, Inc. (Registrant) Date: March 15, 1995 By: /s/ GREGORY J. WILKINSON ----------------------------------------- Gregory J. Wilkinson Vice President and Controller (principal accounting officer) 3 EXHIBIT INDEX Exhibit Number Description of Exhibit Sequentially Numbered Page 99.1 Press Release dated 5 March 14, 1995 99.2 Press Release dated 7 March 14, 1995 4 EX-99 2 EXHIBIT 99-1 Exhibit 99.1 For Release: Immediate TDS AND USM ANTICIPATE FAVORABLE RESOLUTION OF ISSUES RAISED IN THE LA STAR MATTER March 14, 1995, Chicago, Illinois - Telephone and Data Systems, Inc. (AMEX symbol "TDS") and United States Cellular Corporation (AMEX symbol "USM") announced today that they have reached a preliminary settlement with a group of Wisconsin telephone companies (the "Settlement Group") involved in a proceeding initiated by the Federal Communications Commission ("FCC") (the "FCC Proceeding"), and that they have executed a definitive settlement agreement with BellSouth Mobility Inc ("BMI") with respect to the same proceeding (and certain other litigation between the parties). Pending the negotiation of a definitive agreement with the Settlement Group and the action of the judge presiding in the FCC Proceeding, the judge has postponed today's scheduled start of the hearing in the FCC Proceeding. The settlement agreements, which follow extensive discovery by the FCC and other parties, contemplate the filing of a joint motion for summary decision finding that TDS and its affiliates are fully qualified to be FCC licensees. As previously reported, on February 1, 1994, the FCC ordered a hearing to determine whether, in a proceeding involving the application of La Star Cellular Telephone Company for a cellular license in a portion of the New Orleans Metropolitan Statistical Area, USM misrepresented facts to, lacked candor in its dealings with, or attempted to mislead the FCC. The hearing was also to determine whether TDS possessed the requisite character qualifications to retain its cellular license for Wisconsin Rural Service Area 8. The preliminary agreement with the Settlement Group calls for USM to retain control of the Wisconsin 8 market through a limited partnership in which a USM affiliate will be the sole general partner and hold a 74% ownership interest. The settlement with BMI results in USM selling to BMI a portion of its interest in a partnership providing cellular service in Baton Rouge, Louisiana; USM acquiring a portion of BMI's interest in three rural markets surrounding New Orleans and Baton Rouge; and USM and BMI each acquiring from the other certain interests in rural markets in Tennessee, some of which will become part of the Nashville cellular system where the two companies are partners. TDS is a Chicago-based telecommunications company with established cellular telephone, local telephone and radio paging operations. TDS strives to build value for its shareholders by providing excellent communications services in attractive, closely related segments of the telecommunications industry. Headquartered in Chicago, USM manages and invests in cellular systems throughout the United States. As of December 31, 1994, USM owned or had rights to acquire interests representing 25.2 million population equivalents in 207 markets. At that date, USM managed operational systems serving 143 markets. 5 Wednesday, March 15, 1995, at 10:00 a.m. Central Standard Time, TDS will hold a news conference by phone to discuss the resolution of the issues raised in the La Star matter. The news conference is available by calling (800) 683-1535. For additional information, please call Murray L. Swanson, TDS's Executive Vice President - Finance, at (312) 630-1900. Out-of-town media, please call collect. 6 EX-99 3 EXHIBIT 99-2 Exhibit 99.2 For Release: Immediate TELEPHONE AND DATA SYSTEMS REPORTS ACQUISITION OF EIGHT BROADBAND PCS LICENSES March 14, 1995, Chicago, Illinois - Telephone and Data Systems, Inc. (AMEX symbol "TDS" ) announced that on March 13, 1995, its wholly owned subsidiary, American Portable Telecommunications, Inc. ("APT"), was the successful bidder for eight broadband Personal Communications Services ("PCS") licenses at an auction conducted by the Federal Communications Commission ("FCC"). The eight 30 MHz PCS licenses will, when granted, authorize the Company to provide two-way voice and data services on new wireless, digital networks. TDS's licenses cover the Major Trading Areas ("MTAs") of Minneapolis-St. Paul, Tampa-St. Petersburg-Orlando, Houston, Pittsburgh, Kansas City, Columbus, Alaska and Guam-N. Mariana Islands, and account for 27.9 million 1994 population equivalents ("pops"). LeRoy T. Carlson, Jr., President and Chief Executive Officer, commented, "We congratulate the FCC on successfully conducting these auctions, which are the critical first step towards the deployment of new and innovative wireless services for the American people. The FCC's accomplishments are especially remarkable because of the unprecedented scope and complexity of the auction software which was developed." Mr. Carlson also commented, "We are very pleased to be able to acquire PCS licenses, at an average cost of $10.35 per pop, that will expand, strengthen, and enhance the value of our rapidly growing wireless telecommunications operations. We look forward to continuing our cellular and paging strategies in existing markets while building and marketing PCS systems and services in new markets. We plan that by the turn of the century, our cellular and PCS networks will offer wireless communications services to a total population of more than 50 million people." Rudolph E. Hornacek, President of APT, commented, "Our success in this auction will allow TDS to continue its strong position in providing wireless services. Each of the six large MTAs we are acquiring enhances one or more existing cellular market clusters. The new PCS frequencies and technologies will also enable the development of new and exciting wireless services." APT s successful bid commitment totalled $289.2 million for the eight licenses, or $10.35 per 1994 pop. As required by FCC auction procedures, the Company will make a 20% down payment (less its initial $20.4 million deposit) on the licenses within five business days, and complete the payment five business days after the FCC has granted the licenses. TDS anticipates that construction, development and introduction of PCS networks and services in these new markets may involve expenditures of $400 million to $500 million or more over the next five years. TDS is considering a variety of financing options that appropriately balance the interests of its shareholders and debtholders. TDS is a Chicago-based telecommunications company with established cellular telephone, local telephone and radio paging operations. TDS strives to build value for its shareholders by providing excellent communications services in attractive, closely related segments of the telecommunications industry. 7 Wednesday, March 15, 1995, at 10:00 a.m. Central Standard Time, TDS will hold a news conference by phone to discuss the PCS auction results. The news conference is available by calling (800) 683-1535. For further information, please contact Murray L. Swanson, TDS's Executive Vice President-Finance, or Rudolph E. Hornacek, TDS's Vice President - Engineering and President of APT, at (312) 630-1900. Out-of-town media, please call collect. MTA #/Market Name 1994 Pops* Bid Amount #12 Minneapolis-St. Paul 6,195,618 $ 36,600,012 #13 Tampa-St. Petersburg-Orlando 5,837,770 89,786,837 #14 Houston 5,694,943 83,888,837 #21 Pittsburgh 4,142,558 31,665,837 #34 Kansas City 2,998,487 23,611,837 #38 Columbus 2,255,000 22,176,837 #49 Alaska 610,438 1,321,837** #50 Guam-N. Mariana Islands 204,100 141,837 ---------- ----------- TOTALS 27,938,914 $289,193,871 ========== =========== * Based on 1994 Donnelley Marketing Services estimates. ** Total amount includes a portion of a previous withdrawn bid. 8 -----END PRIVACY-ENHANCED MESSAGE-----