-----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, AIonTEN/y68eDM6fkm8vzYAqVjcnwNdaPVUpMfefoOXQ6o/H96Gk05n0teIg297z 2AgsltZ8IIJqgpfDnJapbw== 0000096966-98-000015.txt : 19980421 0000096966-98-000015.hdr.sgml : 19980421 ACCESSION NUMBER: 0000096966-98-000015 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980417 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980420 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: 98597001 BUSINESS ADDRESS: STREET 1: 8401 GREENWAY BLVD STREET 2: PO BOX 628010 CITY: MIDDLETON STATE: WI ZIP: 535628010 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 8-K 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): April 17, 1998 -------------- 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 April 17, 1998, Telephone and Data Systems, Inc. (the "Company" or "TDS") announced that the Board of Directors of the Company determined to take certain action at the TDS 1998 Annual Meeting of Shareholders, assuming shareholders approve the previously announced Tracking Stock Proposal at the Special Meeting to be held on April 27, 1998. TDS intends to submit a proposal to shareholders at the TDS 1998 Annual Meeting to consider certain amendments to the proposed charter of the new TDS Delaware corporation, which the Board of Directors believes would improve the corporate governance provisions of the Tracking Stock Proposal. This Current Report on Form 8-K is being filed for the purpose of filing the news release issued by the Company 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: April 20, 1998 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 April 17, 1998 4 EX-99 2 EXHIBIT 99 Exhibit 99 Contact: Mark A. Steinkrauss Vice President - Corporate Relations (312) 630-1900 mark.steinkrauss@teldta.com FOR RELEASE: IMMEDIATE TDS BOARD APPROVES AMENDMENTS TO PROPOSED DELAWARE CHARTER TO IMPROVE CORPORATE GOVERNANCE FEATURES April 17, 1998, Chicago, Illinois - Telephone and Data Systems, Inc. (AMEX: TDS), announced today that the Board of Directors of the Company determined to take certain action at the TDS 1998 Annual Meeting of Shareholders, assuming shareholders approve the previously announced Tracking Stock Proposal at the Special Meeting to be held on April 27, 1998. TDS intends to submit a proposal to shareholders at TDS 1998 Annual Meeting, currently expected to occur in July 1998, to consider certain amendments to the proposed charter of the new TDS Delaware corporation, which the Board of Directors believes would improve the corporate governance provisions of the Tracking Stock Proposal in three key respects. 1. The TDS Delaware charter would be amended to require a class vote by the holders of a majority of each of the Common Shares and Series A Common Shares in connection with a merger or consolidation of TDS. 2. The TDS Delaware charter would be amended to require a class vote by the holders of a majority of the Common Shares to increase the authorized number of Common Shares, and to require a class vote by the holders of a majority of the Series A Common Shares to increase the authorized number of Series A Common Shares. 3. The TDS Delaware charter would be amended to provide that TDS would be subject to the provisions of Section 203 of the Delaware General Corporation Law. LeRoy T. Carlson, Jr. (Ted), TDS's President and CEO, said, "Although the Company has received support for the Tracking Stock Proposal from TDS shareholders, the TDS Board of Directors made these changes based on the objections of certain shareholders to the terms of the Tracking Stock Proposal. These changes will have the effect of retaining certain corporate governance protections which the holders of Common Shares and Series A Common Shares currently have under Iowa law. The Board's intention to take this action at the 1998 Annual Meeting of Shareholders allows a prompt, separate vote on these corporate governance provisions, while enabling TDS to promptly complete the reincorporation into Delaware and to proceed with the public offering of the TDS Telecom tracking stock. We believe that delays inherent in revising the existing proxy materials to include these changes as part of the Tracking Stock Proposal would delay the advantages of the reincorporation and the TDS Telecom public offering and create unnecessary uncertainty." TDS indicated that the trustees of the TDS voting trust intend to vote in favor of the proposed amendments. The TDS Tracking Stock Proposal, which TDS shareholders are considering on April 27, is designed to unlock the value of TDS's business units by creating three new classes of tracking stock that are intended to separately reflect the performance of United States Cellular Corporation (AMEX: USM), Aerial Communications, Inc. (NASDAQ: AERL), and TDS Telecommunications, Inc., TDS's cellular, PCS and landline telephone businesses, respectively, and changing the state of incorporation of TDS from Iowa to Delaware. Mr. Carlson continued, "The Tracking Stock Proposal is intended to result in greater market recognition of the value of TDS and its three principal business groups, thereby enhancing shareholder value over the long term. The tracking stocks are expected to provide TDS with greater flexibility in raising capital and making acquisitions, while preserving the benefits of being part of a consolidated enterprise. The plan will also give TDS shareholders the opportunity to invest in any one or more of our businesses, depending on their investment objectives. These three businesses, with their different cycles of development, may offer different investors the investment characteristics they desire. Investors and analysts value each of these businesses separately, and now our shareholders will also have the opportunity to decide which of these investments to retain." Mr. Carlson added, "The Tracking Stock Proposal is also intended to allow TDS to benefit from Delaware's well-developed corporate laws and substantial body of case law, which will provide a greater measure of predictability with respect to corporate legal affairs, and will offer clearer guidance with respect to legal issues that may arise as a result of the existence of separate classes of tracking stock." TDS indicated that if the Tracking Stock Proposal is approved at the Special Meeting on April 27, the reincorporation is expected to occur as soon as practicable thereafter, subject to the receipt of all regulatory approvals, which are anticipated by mid to late May 1998. TDS also announced that a special committee of the board of directors of Aerial has determined to recommend that the Aerial board reject the previously announced proposal from TDS to acquire all of the Aerial Common Shares that it does not own in exchange for shares of tracking stock of TDS which would track the performance of TDS's equity interest in Aerial. The Aerial special committee has advised TDS that it would be prepared to consider a revised proposal which "contains increased protections designed to preserve Aerial's inherent value for its public stockholders and also embodies an increased equity interest in the Aerial Group tracking stock for the Aerial public stockholders." Mr. Carlson stated "Although TDS is disappointed with the rejection of its initial offer, TDS intends to make a revised proposal to the Aerial special committee and to continue to seek an agreement to acquire the Aerial Common Shares that it does not own on mutually acceptable terms." TDS further indicated that, although the special committee of the board of directors of U.S. Cellular has not yet held substantive negotiations with TDS and is continuing to conduct due diligence, it has expressed significant reservations with respect to the TDS offer to acquire all of the U.S. Cellular Common Shares that TDS does not own in exchange for shares of tracking stock of TDS which would track the performance of TDS's equity interest in U.S. Cellular. Mr. Carlson stated, "The acquisition of the publicly-held shares of Aerial and U.S. Cellular, while desirable, are not necessary components of the Tracking Stock Proposal. TDS believes that the Tracking Stock Proposal will provide substantial benefits to the TDS shareholders even if TDS is unable to reach mutually acceptable agreements with the Aerial or U.S. Cellular special committees. Although TDS intends to continue to try to reach an agreement with the Aerial and U.S. Cellular special committees on terms that would be mutually acceptable, if TDS cannot reach an agreement with either of the Aerial or U.S. Cellular special committees, TDS may distribute shares of tracking stock representing approximately 75% of its interest in Aerial or U.S. Cellular to TDS shareholders. Nevertheless, the Company will not proceed with any action unless the TDS Board determines that such action would be in the best interests of the TDS shareholders." TDS is a Chicago-based telecommunications company with cellular telephone, local telephone and PCS operations. TDS strives to build value for its shareholders by providing excellent communications services in attractive, closely related segments of the telecommunications industry. Private Securities Litigation Reform Act of 1995 Safe Harbor Cautionary Statement: This announcement contains "forward-looking" statements, as defined in the Private Securities Litigation Reform Act of 1995, that are based on current expectations, estimates and projections. Statements that are not historical facts, including statements about the Company's beliefs and expectations, are forward-looking statements. These statements contain potential risks and uncertainties and, therefore, actual results may differ materially. The Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Important factors that may affect these projections or expectations include, but are not limited to: changes in the overall economy; changes in competition in markets in which the Company operates; advances in telecommunications technology; changes in the telecommunications regulatory environment; pending and future litigation; availability of future financing; start-up of PCS operations; and unanticipated changes in growth in cellular customers, penetration rates, churn rates and the mix of products and services offered in the Company's markets. Readers should evaluate any statements in light of these important factors. -----END PRIVACY-ENHANCED MESSAGE-----