-----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, Cw3dY2xLFmqRpq8mha+4hPv0/Eo+lodDT501sjhLacwB+XW4dBCq0SfXIW93eNuW Vk4XWxCVTz/aEHLzA5VtOA== 0001047469-98-003547.txt : 19980205 0001047469-98-003547.hdr.sgml : 19980205 ACCESSION NUMBER: 0001047469-98-003547 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980204 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980204 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: TDS CAPITAL II CENTRAL INDEX KEY: 0001047998 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-13853 FILM NUMBER: 98521847 BUSINESS ADDRESS: STREET 1: 8401 GREENWAY BLVD CITY: MIDDLETON STATE: WI ZIP: 53562 BUSINESS PHONE: 6088288300 MAIL ADDRESS: STREET 1: 8401 GREENWAY BLVD CITY: MIDDLETON STATE: WI ZIP: 53562-8010 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: 98521848 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 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 4, 1998 ---------------- TDS CAPITAL II - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-13853 36-7208942 - ------------------------------------------------------------------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) c/o Telephone and Data Systems, Inc. 30 North LaSalle Street, Chicago, Illinois 60602 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (312) 630-1900 --------------------------------------------------------- N/A - ------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) 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 No.) incorporation) 30 North LaSalle Street, Chicago, Illinois 60602 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (312) 630-1900 --------------------------------------------------------- N/A - ------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) The Exhibit Index is located on Page 4 of 4 Total Pages. ITEM 5. OTHER EVENTS On December 18, 1997, Telephone and Data Systems, Inc., a Delaware Corporation (the "Company"), filed a preliminary proxy statement pursuant to Section 14 of the Securities Exchange Act of 1934, as amended, which became incorporated by reference into the registration statement on Form S-3 (File No. 333-38355) filed by the Company, TDS Capital I, TDS Capital II and TDS Capital III (the "Registration Statement") pursuant to the Securities Act of 1933, as amended, and declared effective by the Securities and Exchange Commission on October 29, 1997. This Current Report on Form 8-K is being filed for the purpose of filing the consent of independent accountants as an exhibit, so that their report may be included in a Prospectus Supplement relating to $150 million aggregate liquidation amount of Trust Originated Preferred Securities of TDS Capital II proposed to be issued under the Registration Statement. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) EXHIBITS The exhibit accompanying this report is listed in the accompanying Exhibit Index. -2- SIGNATURE 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 hereunto duly authorized. TDS CAPITAL II By: TELEPHONE AND DATA SYSTEMS, INC., as Sponsor By: /s/ Murray L. Swanson ------------------------------- Murray L. Swanson Executive Vice President-Finance & Chief Financial Officer TELEPHONE AND DATA SYSTEMS, INC. By: /s/ Murray L. Swanson ------------------------------- Murray L. Swanson Executive Vice President-Finance & Chief Financial Officer Date: February 4, 1998 -3- EXHIBIT INDEX Exhibit Number Description of Exhibit ------ ---------------------- 23.1 Consent of Independent Accounts -4- EX-23.1 2 EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Prospectus Supplement and Registration Statement of Telephone and Data Systems, Inc. of our report dated January 29, 1997 (except with respect to the matter discussed in Note 16, as to which the date is February 4, 1997) on the consolidated financial statements of Telephone and Data Systems, Inc. and Subsidiaries, incorporated by reference in the Telephone and Data Systems, Inc. Form 10-K for the year ended December 31, 1996 and to the incorporation by reference in this Prospectus Supplement of our report dated January 29, 1997, (except with respect to the matter discussed in Note 16, as to which the date is February 4, 1997) on the financial statement schedules of Telephone and Data Systems, Inc., included in the Telephone and Data Systems, Inc. Form 10-K for the year ended December 31, 1996. We also consent to the incoporation by reference of our reports dated December 15, 1997 on the financial statements of the United States Cellular Group, the TDS Telecommunications Group, the Aerial Communications Group and the TDS Group for the year ended December 31, 1996, and our report dated January 29, 1997 (except with respect to the matters discussed in Note 16 and Note 17, as to which the date is December 15, 1997) on the consolidated financial statements of Telephone and Data Systems, Inc. and Subsidiaries for the year ended December 31, 1996, included in the Telephone and Data Systems Inc. Proxy Statement/Prospectus dated December 18, 1997. We also consent to all references to our Firm included in this Prospectus Supplement and Registration Statement. /s/ Arthur Andersen LLP ARTHUR ANDERSEN LLP Chicago, Illinois February 2, 1998 -----END PRIVACY-ENHANCED MESSAGE-----