-----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, VkUT4/25lGpIT7PkeUKpLY2YJgLOHdvBEmO0At2hoOLqhmpqkpwC6Lx1VnIj158d 0fPaMvc5CJyS+e5osh97ZA== 0000096966-97-000031.txt : 19971209 0000096966-97-000031.hdr.sgml : 19971209 ACCESSION NUMBER: 0000096966-97-000031 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971201 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971208 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: TELEPHONE & DATA SYSTEMS INC CENTRAL INDEX KEY: 0000096966 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 362669023 STATE OF INCORPORATION: IA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-08251 FILM NUMBER: 97733531 BUSINESS ADDRESS: STREET 1: 30 NORTH LASALLE STREET SUITE 400 CITY: CHICAGO STATE: IL ZIP: 60602 BUSINESS PHONE: 3126301900 MAIL ADDRESS: STREET 1: 30 NORTH LASALLE STREET SUITE 400 CITY: CHICAGO STATE: IL ZIP: 60602 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): December 1, 1997 ---------------- 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 60602 - ---------------------------------------------- ------- (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) Item 5. Other Events. ------------- On December 1, 1997, the Company and its subsidiary, United States Cellular Corporation [AMEX:USM], entered into an agreement with AirTouch Communications, Inc. [NYSE:ATI] to sell its cellular systems serving Seattle and Olympia, Washington; Tucson, Arizona; Duluth, Minnesota; and rural areas in Arizona, Colorado and Idaho in exchange for approximately 5,000,000 shares of AirTouch's common stock and approximately $50 million in cash. This Current Report on Form 8-K is being filed for the purpose of filing the news release issued by United States Cellular Corporation relating to such announcement as an exhibit. Item 7. Financial Statements and Exhibits --------------------------------- 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: December 3, 1997 By: /s/ GREGORY J. WILKINSON ------------------------------ Gregory J. Wilkinson Vice President and Controller (principal accounting officer) 3 EXHIBIT INDEX Exhibit Number Description of Exhibit - -------------- ---------------------- 99 News Release dated December 1, 1997 4 EX-99 2 EXHIBIT 99 Exhibit 99 FOR RELEASE: IMMEDIATE CONTACT: Kenneth R. Meyers, USM (773) 399-8900 Susan Rosenberg, ATI-Public Relations (415) 658-2209 April Walden, ATI-Investor Relations (415) 658-2033 Cathy Fowler, UMG (303) 793-6509 UNITED STATES CELLULAR AND TELEPHONE AND DATA SYSTEMS, INC. TO SELL MINORITY INTERESTS TO AIRTOUCH December 1, 1997, Chicago, Illinois -- United States Cellular Corporation [AMEX:USM] announced that AirTouch Communications, Inc. [NYSE:ATI] will acquire interests owned by USM and its parent organization, Telephone and Data Systems, Inc. [AMEX:TDS], in cellular systems serving Seattle and Olympia, Washington; Tucson, Arizona; Duluth, Minnesota; and rural areas in Arizona, Colorado and Idaho. ATI will issue approximately 5,000,000 shares of its common stock and approximately $50 million in cash to USM and TDS in exchange for these interests, which represent approximately 900,000 pops (the population of a market multiplied by a company's ownership interest in a cellular licensee in that market). The transactions involving ATI common stock are structured as tax-free mergers. The interests being sold to ATI by TDS were subject to an existing purchase agreement between USM and TDS. TDS will retain the ATI common stock it receives from this sale, approximately 1,000,000 shares, and pay USM approximately $20 million to terminate those purchase rights. In exchange for the interests it will sell to ATI, USM will receive the remaining 4,000,000 shares of ATI common stock and approximately $50 million in cash. The consummation of certain of the sale transactions will also resolve pending litigation between USM, U S WEST Media Group [NYSE:UMG] and ATI, arising out of UMG's cellular joint venture with ATI. UMG is a partner with USM or TDS in each of the partnerships involved in the sale. Headquartered in Chicago, USM manages and invests in cellular systems throughout the United States. As of October 31, USM owned interests representing approximately 25.9 million pops, making it the eighth largest cellular telephone company in the United States based on pops. USM managed operational systems serving 142 markets as of that date. AirTouch Communications, Inc. is a global wireless communications company, with interests in cellular, paging, and personal communications services in the United States, Belgium, Germany, India, Italy, Japan, Poland, Portugal, Romania, South Korea, Spain, and Sweden, as well as an interest in the Globalstar satellite system. The company, based in San Francisco, serves nearly 10 million proportionate customers worldwide. 5 U S WEST Media Group, one of America's largest broadband communications companies, is involved in domestic and international cable and telephony, wireless communications, and directory and information services. For 1996, U S WEST Media Group had proportionate pro forma revenue of $8.1 billion. Parent U S WEST has proposed splitting into separate public companies by year-end 1998, pending shareowner and other approvals. Internet Home Pages: USM - http://www.uscc.com TDS - http://www.teldta.com ATI - http://www.airtouch.com UMG - http://www.uswest.com 6 -----END PRIVACY-ENHANCED MESSAGE-----