EXPLANATORY
NOTE
On November 5,
2008, the Registrant filed a Registration Statement (the “Prior Registration
Statement”) on Form S-3 (File No. 333-155085), which first became effective on
November 5, 2008, relating to the registration of 150,000 Series A Common
Shares, par value $0.01 per share, of the Registrant, for the Registrant’s
Common Share Automatic Dividend Reinvestment (the “Plan”), 6,532 of which
remain unissued as of the date hereof.
The Registrant
is filing this Registration Statement to register 200,000 additional Series A
Common Shares for issuance under the Plan.
Pursuant to Rule
429 under the Securities Act of 1933, as amended (the “1933 Act”), the
Prospectus contained herein also relates to the 6,532 Series A Common Shares
that remain unissued under Registration Statement No. 333-155085.
Pursuant to Rule
462 under the 1933 Act, this Registration Statement shall become effective upon
filing with the Securities and Exchange Commission.
PROSPECTUS
TELEPHONE AND DATA SYSTEMS, INC.
SERIES A COMMON SHARE
AUTOMATIC DIVIDEND REINVESTMENT PLAN
Series A Common Shares
($0.01 Par Value)
The
Series A Common Share Automatic Dividend Reinvestment Plan, as amended, which
we refer to in this Prospectus as the "Plan" is sponsored by
Telephone and Data Systems, Inc., a Delaware corporation which we refer to as
"TDS", and relates to its Series A Common Shares, par value $.01 per
share. The Plan provides eligible holders, as defined in the Plan, of TDS'
Series A Common Shares with a systematic, economic and convenient method of
investing cash dividends from such shares in newly issued Series A Common
Shares without payment of any brokerage commission or service charge and at a
5% discount from market value, as determined below. This Prospectus relates to
6,532 Series A Common Shares covered by the Registration Statement No.
333-155085 that remain available as of the date hereof, and 200,000 Series A
Common Shares covered by the Registration Statement of which this Prospectus is
a part.
As a
participant in the Plan you may:
1.
have cash
dividends on all of your Series A Common Shares automatically reinvested, or
2.
have cash
dividends on less than all of your Series A Common Shares automatically
invested while continuing to receive the remainder of your cash dividends.
The
TDS Series A Common Shares are generally not publicly traded. However, the
Series A Common Shares are convertible on a share-for-share basis into TDS’
Common Shares. Accordingly, the price for the Series A Common Shares purchased
with reinvested dividends will be 95% of the average daily high and low sales
prices for TDS' Common Shares on the New York Stock Exchange (“NYSE”), listing
symbol "TDS", for a period of ten consecutive trading days ending on
the trading day immediately preceding the day on which the purchase is made.
The investment dates for reinvested dividends will be the dividend payment
dates.
Investment
in our Series A Common Shares involves a number of risks. See section titled
"Risk Factors" on page 4 below to read about certain factors you
should consider before buying our Series A Common Shares.
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or has passed upon the accuracy or
adequacy of this Prospectus. Any representation to the contrary is a criminal
offense.
The date of this Prospectus is May 31, 2013
TABLE
OF CONTENTS
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|
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Page
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Summary of the Plan
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3
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Risk Factors
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4
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Telephone and Data Systems, Inc.
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4
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Use of Proceeds
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4
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Series A Common Share
Automatic Dividend Reinvestment Plan
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4
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Purpose
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4
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Eligibility
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5
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Plan of Distribution—Costs
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6
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Purchases
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6
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Reports to Participants
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7
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Dividends
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7
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Certificate Issuances
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7
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Certificate Deposits
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8
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Withdrawal
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8
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Tax and Other Information
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9
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Termination by TDS
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11
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Legal Matters
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11
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Experts
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11
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Where You Can Find More
Information
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12
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Forward Looking Statements
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13
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Safe Harbor Cautionary Statement
This
Prospectus and the documents incorporated by reference herein contain
statements that are not based on historical fact, including the words
"believes," "anticipates," "estimates,"
"expects," "plans," "intends," and similar words.
These statements constitute "forward-looking" statements within the
meaning of Section 27A of the Securities Act of 1933. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors that may cause
the actual results, events or developments to be significantly different from
any future results, events or developments expressed or implied by such
forward-looking statements. Such factors include, but are not limited to, the
risks included or incorporated by reference under "Risk Factors" and
"Forward Looking Statements" below, which are incorporated by
reference herein.
Investors
are encouraged to consider these and other risks and uncertainties that are
discussed in documents filed by TDS with the Securities and Exchange Commission
and incorporated by reference herein. TDS undertakes no obligation to update
publicly any forward-looking statements whether as a result of new information,
future events or otherwise. Readers should evaluate any statements in light of
these important factors.
SUMMARY OF THE PLAN
·
PARTICIPATION:
TDS record shareholders who own at least one whole Series A Common Share can
participate in the Plan by submitting a completed Enrollment Form. You may
obtain Enrollment Forms from TDS Investor Relations at (312) 630-1900. If your
shares are held in a brokerage account, you may participate by having your
broker register the Series A Common Shares in the Plan. No action is required
if you are already participating in the Plan.
·
REINVESTMENT OF
DIVIDENDS: You can reinvest your cash dividends on all or a portion of your
Series A Common Shares toward the purchase of additional Series A Common Shares
of TDS stock without paying fees.
·
PRICE FOR SHARES:
The price for the Series A Common Shares purchased with reinvested dividends
will be 95% of the average daily high and low sales prices for TDS' Common
Shares on the NYSE for a period of ten consecutive trading days ending on the
trading day immediately preceding the day on which the purchase is made.
·
INVESTMENT DATES:
The Investment Dates for reinvested dividends will be the dividend payment
dates.
·
SAFEKEEPING OF
CERTIFICATES: You can deposit your Series A Common certificate(s) into your
Plan account. There is no charge for this service.
·
WITHDRAWAL FROM
THE PLAN: You may withdraw from the Plan at any time by notifying the Plan
Administrator in writing, by telephone or through the Internet. The Plan Administrator
will issue your whole shares in a certificate. If your dividend reinvestment
account has a fractional share, a check for the value of the fractional share
will be mailed to you. The amount of the check will be based on the
then-current market value of the fractional share less any applicable fees.
·
TRACKING YOUR
INVESTMENT: You will receive a statement of your Plan account with respect to
each month in which a transaction takes place. These statements provide details
of the transactions and the share balance in your program account.
·
ADDRESS AND
TELEPHONE. The mailing address of TDS' principal executive office is 30 N.
LaSalle Street, Suite 4000, Chicago, IL 60602, and its telephone number is
(312) 630-1900.
·
ADMINISTRATOR:
Computershare Trust Company, N.A. or (“Computershare” or “the Plan
Administrator”), serves as Plan Administrator.
RISK FACTORS
Risks Related to Investment in Series A Common Shares
There is generally
no public trading of the Series A Common Shares.
There
is generally no public trading of the Series A Common Shares. However, Series A
Common Shares are convertible on a share-for-share basis into Common Shares of
TDS, traded on the NYSE.
There is no
assurance that TDS will continue to pay dividends.
Although
TDS has paid dividends on its common shares in the past, there is no assurance
that TDS will continue to pay dividends or even at the same rate.
Risks Related to TDS' Business
For a
discussion of the risks related to TDS' business, see "Risk Factors"
in TDS' most recent Annual Report on Form 10-K, as updated by TDS' most recent
Quarterly Report on Form 10-Q, which are incorporated by reference herein. See
"Where You Can Find More Information" below.
TELEPHONE AND DATA SYSTEMS, INC.
Telephone
and Data Systems, Inc. (TDS) provides wireless; broadband, TV and voice; and
hosted and managed services through its business units, U.S. Cellular, TDS
Telecom and TDS Hosted & Managed Services. Founded in 1969, TDS has its
principal executive offices at 30 North LaSalle Street, Chicago, Illinois
60602; and its telephone number is (312) 630-1900. TDS was incorporated in
1968 and changed its corporate domicile from Iowa to Delaware in 1998.
For
current selected financial information and other information about TDS, see
TDS’ Annual Report on Form 10-K for the most recent fiscal year, which includes
certain portions of the TDS Annual Report to Shareholders, as incorporated by
reference herein. See “Where You Can Find More Information” below.
USE OF PROCEEDS
The
number of Series A Common Shares that will be sold under the Plan and the
prices at which such shares will be sold cannot now be determined. The net
proceeds from the sale of such shares will be used by TDS for general corporate
purposes of TDS. Until the proceeds are used for these purposes, TDS may
deposit them in interest-bearing accounts or invest them in certificates of
deposit, United States Government securities or prime commercial paper.
SERIES A COMMON SHARE AUTOMATIC DIVIDEND
REINVESTMENT PLAN
The
following is a question and answer statement of the provisions of TDS' Series A
Common Share Automatic Dividend Reinvestment Plan. The Questions and Answers
below both explain and constitute the Plan.
PURPOSE
What Is The Purpose
Of The Plan?
The
purpose of the Plan is to provide eligible holders of TDS' Series A Common
Shares with a systematic, economic and convenient method of investing some or
all of their cash dividends from such shares in newly issued Series A Common
Shares of TDS without payment of any transaction or per share fees, and at a 5%
discount from market value. Since the additional Series A Common Shares will be
purchased directly from TDS, the Plan will provide TDS with additional capital
funds.
What Are The
Advantages Of The Plan?
You
may purchase Series A Common Shares of TDS with cash dividends on all or less
than all of TDS' Series A Common Shares registered in your name. The price of
Series A Common Shares purchased with cash dividends will be 95% of market
value.
No
transaction or per share fees are paid by participants in connection with
purchases under the Plan. Full investment of funds is possible under the Plan
because the Plan permits fractions of shares, as well as full shares, to be
credited to participants' accounts.
Who Administers The Plan?
Computershare Trust Company, N.A. administers the Plan. The
Plan Administrator keeps a continuing record of each participant's account,
sends periodic statements of account to each participant with respect to each
month in which a transaction takes place and performs other duties relating to
the Plan. Series A Common Shares of TDS purchased under the Plan will be
registered in the name of the Plan Administrator or its nominee, as Plan
Administrator for each participant in the Plan, and will be credited to the
accounts of the respective participants. Should the Plan Administrator resign,
another bank will be asked to serve as the Plan Administrator. All
communications regarding the Plan should be sent to the Plan Administrator
addressed as follows:
In writing:
Telephone and Data Systems,
Inc.
Series A Common Share Automatic
Dividend Reinvestment Plan
c/o Computershare Trust Company, N.A.
P.O. Box 43078
Providence, RI 02940-3078
By telephone:
877/337-1575 (U.S. and
Canada)
312/360-5337 (Outside U.S. and
Canada)
Through the Internet:
www.computershare.com/investor
The
Plan Administrator also acts as dividend disbursing and transfer agent for TDS'
Series A Common Shares.
ELIGIBILITY
Who Is Eligible To
Participate?
Holders
of record of at least one whole Series A Common Share are eligible to
participate in the Plan. Beneficial owners of Series A Common Shares which
currently are registered in names other than their own, for example, in the
name of a broker or bank nominee, who wish to participate in the Plan must
either make appropriate arrangements for their nominee to do so or must become
security owners of record of Series A Common Shares.
All
holders of record of at least one whole Series A Common Share are eligible to
participate in the Plan, unless they are citizens of a state or foreign
jurisdiction in which it would be unlawful for TDS to allow such participation.
TDS is not aware of any jurisdiction in which the making of the offer is not in
compliance with valid applicable law. If TDS becomes aware of any jurisdiction
in which the making of the offer would not be in compliance with valid
applicable law, TDS will make a good faith effort to comply with any such law.
If, after such good faith effort, TDS cannot comply with any such law, the
offer will not be made to holders of shares residing in any such jurisdiction.
In those jurisdictions whose securities or blue sky laws require the offer to
be made by a licensed broker or dealer, the offer shall not be deemed to be
made unless it is made on behalf of TDS by one or more registered brokers or
dealers which are licensed under the laws of such jurisdiction, as may be
designated by TDS.
How Does A Series A
Common Shareholder Participate?
A
holder of Series A Common Shares may join the Plan at any time by visiting the
Plan Administrator’s website,
www.computershare.com/investor
, and
following the instructions provided, or by sending a completed enrollment form
to the Plan Administrator. You may also obtain an enrollment form by either:
·
Calling
877/337-1575 (U.S. and Canada) or 312/360-5337 (Outside U.S. or Canada)
·
Contacting TDS’
Investor Relations department at 312/630-1900
When Does A Series A
Common Shareholder's Participation Start?
If an
Enrollment Form directing dividend reinvestment is received from a Series A
Common Shareholder by the record date of the next dividend payment, that
dividend will be applied to the purchase of Series A Common Shares under the
Plan. If the Enrollment Form directing dividend reinvestment is received after
that date, dividend reinvestment will begin with the next succeeding payment.
Cash dividends are ordinarily paid in March, June, September and December.
Can I Purchase
Shares with Optional Cash Payments?
No.
You can only reinvest dividends. You cannot purchase Series A Common Shares
with optional cash payments under the plan.
What Does The Enrollment Form
Provide?
The Enrollment Form provides for the purchase of new Series A
Common Shares through the following investment options offered under the Plan:
Full Dividend Reinvestment
—Cash dividends on all Series A
Common Shares held of record by a holder of Series A Common Shares will be
invested at 95% of market value.
Partial Reinvestment
—Cash dividends on less than all of
the shares, but not less than one whole share, held of record by a holder of
Series A Common Shares will be invested at 95% of market value and the
shareholder will continue to receive cash dividends on the other shares.
Shareholders
have the option of stopping their dividend reinvestment and receiving cash
dividends on their dividend reinvestment balances.
The
Enrollment Form also serves to appoint Computershare Trust Company, N.A. as
Plan Administrator for the participant.
If a
holder of Series A Common Shares has more than one eligible account pursuant to
which he or she is eligible to participate in the Plan,
a separate
Enrollment Form is required for each account that he or she wishes included in
the Plan.
Is Partial
Participation Possible Under The Plan?
Yes.
An eligible shareholder who desires the dividends on only some of his or her
full Series A Common Shares to be invested under the Plan may indicate such
number of shares upon the applicable Enrollment Form(s) under "Partial
Dividend Reinvestment," provided that in no event may an eligible
shareholder elect to invest dividends on less than one such share.
May A Participant
Change His Or Her Method Of Participation After Enrollment?
Yes.
If a shareholder elects to participate through the reinvestment of dividends
but later decides to change the number of Series A Common Shares for which
dividends are being reinvested, a new Enrollment Form may be executed and
returned to the Plan Administrator. A shareholder can also change his or her
method of participation by telephone at 877/337-1575 (U.S. or Canada) or
312/360-5337 (Outside U.S. and Canada) or online at
www.computershare.com/investor
.
PLAN OF DISTRIBUTION—COSTS
How Will The Series
A Common Shares Be Distributed And Are There Any Expenses To Participants In
Connection With Purchases Under The Plan?
TDS
will distribute the shares issued under the plan for dividend reinvestment
directly to shareholders by crediting their accounts under the Plan.
Participants will incur no costs. There are no fees because Series A Common
Shares are purchased directly from TDS.
PURCHASES
When Are The
Purchase or Investment Dates?
The
Investment Dates for Series A Common Shares purchased under the Plan with cash
dividends on Series A Common Shares are the cash dividend payment dates. TDS
usually pays cash dividends on its Series A Common Shares in March, June,
September and December.
How Will The
Purchase Price Of Series A Common Shares Be Determined?
There
is generally no public trading of the Series A Common Shares. Therefore, TDS is
assuming for purposes hereof that each Series A Common Share has a fair market
value equal to one of TDS' Common Shares because the Series A Common Shares are
presently convertible into Common Shares on a one-for-one basis. Accordingly,
the price of Series A Common Shares purchased with reinvested cash dividends
will be 95% of the average daily high and low sales prices for TDS' Common
Shares on the NYSE for a period of ten consecutive trading days ending on the
trading day immediately preceding the Investment Date. If there is no trading
in the Common Shares reported on the NYSE for a substantial amount of time
during any such trading period, the purchase price per share shall be
determined by TDS on the basis of such market quotations as it shall deem
appropriate. No Series A Common Shares will be sold by TDS at less than the par
value of such shares.
How Many Series A Common Shares Will
Be Purchased For Participants?
The number of Series A Common Shares to be purchased on an
Investment Date will be determined by the amount of each participant's
dividends, including dividends on Series A Common Shares purchased under the
Plan, and the applicable price of TDS' Common Shares. Each participant's
account in the Plan will be credited with the number of Series A Common Shares,
including fractional shares computed to six decimal places, equal to the amount
of the dividends being invested divided by 95% of the applicable purchase
price.
REPORTS TO PARTICIPANTS
What Reports Will Be
Sent To Participants In The Plan?
Each
participant in the Plan will receive a statement of his or her account with
respect to each month in which a transaction takes place. These statements are
a participant's continuing record of the cost of his or her purchases.
Participants
should retain these statements for income tax purposes.
Each statement will
set forth the following information when applicable:
a.
The total number of Series A Common
Shares registered in the name of the participant which is participating in the
Plan.
b.
The total number of Series A Common
Shares which have been accumulated under the Plan by the participant but for
which shares have not been issued.
c.
The following
information for each transaction during the month and all transactions to date during
the current year:
·
the amount of
dividends invested;
·
the price per
share for each transaction;
·
the number of
shares purchased; and
·
certain tax
information.
d.
For Series A Common Shares acquired
in the Plan after January 1, 2011, specific cost basis information will be
included in your statement in accordance with applicable law.
In
addition, each participant will receive copies of communications sent to every
other holder of TDS' Series A Common Shares, including communications with
respect to the Annual Report to Shareholders, Notice of Annual Meeting of
Shareholders and Proxy Statement, and IRS information on Form 1099 for
reporting dividend income.
DIVIDENDS
Will Participants Be
Credited With Dividends On Fractions Of Shares?
Yes.
Participants will be credited with the amount of dividends attributable to
fractions of shares in their accounts under the Plan and such dividends will be
reinvested.
CERTIFICATE ISSUANCES
Will Certificates Be Issued For Series A Common Shares Purchased Under
The Plan?
Stock purchased in the Plan will be registered in the name of
Computershare (or its nominee), and shares will not be issued unless requested
through written, telephone or Internet request. If requested, shares for any
number of whole shares credited to your account will be issued. Issuance of
shares will not terminate participation in the Plan. Any remaining full shares
and fraction of a share will continue to be credited to the participant’s Plan
account.
Dividends on Plan Series A Common Shares
for which a participant requests and receives a certificate will be reinvested
in TDS' Series A Common Shares at the 5% discount under the Plan and the Series
A Common Shares purchased will be credited to the participant's Plan if the
participant continues to own these Series A Common Shares and has elected full
dividend reinvestment of Series A Common Shares on his or her current Series A
Common Share Enrollment Form. A participant who continues to own the Series A
Common Shares in question and desires to have the dividends on these shares
reinvested in TDS' Series A Common Shares but who does not have an existing
Enrollment Form for Series A Common Shares or has elected only partial
reinvestment of his or her Series A Common Share dividends on the current
Enrollment Form will have to execute a new Enrollment Form and return it to the
Plan Administrator. Otherwise, dividends on these Series A Common Shares will
not be reinvested in TDS' Series A Common Shares at the 5% discount as they
were when they were held for the participant in the Plan. Rather, the dividends
on the Series A Common Shares in question will be paid to the Shareholder in
cash.
Series
A Common Shares credited to the account of a participant under the Plan may not
be pledged as collateral or otherwise transferred. A participant who wishes to
pledge or transfer such shares must request that certificates for such shares
be issued in his or her name.
Certificates
for fractional shares will not be issued under any circumstances.
An
institution that is required by law to maintain physical possession of
certificates may request a special arrangement regarding the issuance of
certificates for Series A Common Shares purchased under the Plan. This request
should be sent to the Plan Administrator.
In Whose Name Will
Certificates Be Issued?
Accounts
under the Plan are maintained in the names in which certificates of the
participants were registered at the time they entered the Plan. Consequently,
certificates for whole shares issued upon the request of participants will be
similarly registered.
CERTIFICATE DEPOSITS
May Participants
Deposit Some or All Stock Certificates with the Plan Administrator for
Retention?
Yes.
Participants may transfer to the Plan Administrator for safekeeping certificates
representing Series A Common Shares registered in their names. These shares
will be credited to the participants' accounts under the Plan along with shares
purchased for them under the Plan. There is no charge for this service. The
stock certificates should be sent by registered mail, return receipt requested
and properly insured, to the Plan Administrator. Certificates should not be
endorsed.
Dividends
will be reinvested in accordance with a participant's dividend reinvestment
option.
Can I Discontinue
Reinvestment?
You
may discontinue dividend reinvestment at any time by giving written, telephonic
or Internet notice to the Plan Administrator. Upon processing your request to
discontinue dividend reinvestment, your shares will continue to be held in book-entry
form. Dividends on any shares held in book-entry form and held in
certificate(s) will be paid in cash.
WITHDRAWAL
When May A
Participant Withdraw From The Plan?
A
participant may withdraw from the Plan at any time by
notifying the Plan Administrator in writing, by telephone or through the
Internet. The termination request must be made by all registered holders listed
on the account. In the event a participant has been reinvesting dividends and
the notice of withdrawal is received by the Plan Administrator after a record
date for a dividend payment, the Plan Administrator, in its sole discretion,
may either distribute that dividend in cash or reinvest it in shares on the
participant's behalf. In the event the dividend is reinvested, the Plan Administrator
will process the withdrawal from the Plan as soon as practicable, but in no
event later than five business days after the purchase is completed.
Dividends paid after withdrawal from the Plan will be paid in
cash directly to the shareholder unless he or she elects to rejoin the Plan.
What Happens When A Participant
Withdraws From The Plan Or The Plan Is Terminated?
When a participant withdraws from the Plan, or ceases to be a
shareholder of record, or ceases to be an eligible shareholder, or upon
termination of the Plan by TDS, a certificate for the whole Series A Common
Shares credited to his or her account under the Plan will be issued and a cash
payment will be made for any fractional share. This cash payment will be based
on the then-current market value of the fractional share of TDS Common Shares
less any applicable fees.
TAX AND OTHER INFORMATION
When May A Shareholder Rejoin The Plan?
Generally, a shareholder may rejoin the Plan at any time,
provided he or she is an eligible shareholder, by submitting a new Enrollment
Form or going online at
www.computershare.com/investor
. However, TDS
reserves the right to reject any Enrollment Form from a previous participant on
the grounds of repeated joinings and withdrawals from Plan participation. Such
reservation is intended to minimize administrative expenses and to encourage
use of the Plan as a long-term investment service.
What Happens If A
Participant Sells Or Transfers All Of His Or Her Series A Common Shares or
Ceases To Be An Eligible Shareholder?
If a
participant ceases to be an eligible shareholder of record holding a minimum of
one share on the books of TDS, the account will be terminated and shares will
be issued for the whole Series A Common Shares credited to the account. A
check will be issued for the fractional share remaining in the Plan. The
amount of the check will be based on the then-current market value of the
fractional share less any applicable fees.
What Happens When A
Participant Who Is Reinvesting Dividends On All Or Less Than All Of The Shares
Registered In His Or Her Name Sells Or Transfers A Portion Of Such Shares?
If a
participant, who is reinvesting dividends on all or only a portion of Series A
Common Shares registered in his or her name disposes of a portion of such
shares, TDS will continue to reinvest dividends on the remainder of the Series
A Common Shares registered in the participant's name up to the number indicated
on the participant's Enrollment Form as the number of Series A Common Shares
for which dividends are to be reinvested, provided the participant remains an
eligible shareholder owning one share.
Does Participation
In The Plan Involve Risk?
The
risk to participants is the same as with any other investment in TDS' Series A
Common Shares. It should be recognized that since investment prices are
determined as an average of the daily high and low sales prices for a period of
ten consecutive trading dates on which TDS' Common Shares are traded, a
participant loses any advantage otherwise available from being able to select
the timing of his or her investment. PARTICIPANTS MUST RECOGNIZE THAT NEITHER
TDS NOR THE PLAN ADMINISTRATOR CAN ASSURE A PROFIT OR PROTECT AGAINST A LOSS ON
THE SHARES PURCHASED UNDER THE PLAN.
SHAREHOLDERS
ARE REFERRED TO THE RISKS DESCRIBED IN THIS PROSPECTUS UNDER THE CAPTIONS
"SAFE HARBOR CAUTIONARY STATEMENT" AND "RISK FACTORS" AND
OTHER RISKS DESCRIBED IN THE DOCUMENTS INCORPORATED BY REFERENCE HEREIN AS
DESCRIBED UNDER "WHERE YOU CAN FIND MORE INFORMATION."
What Happens If TDS
Issues A Stock Dividend, Declares A Stock Split Or Has A Rights Offering?
Any
Series A Common Shares distributed by TDS as a stock dividend on shares
credited to a participant's Plan account, or upon any split of such shares,
will be credited to the participant's Plan account. Stock dividends distributed
on Series A Common Shares in shares of any other class of capital stock will be
mailed directly to the shareholder in the same manner as to shareholders not
participating in the Plan. However, if a dividend reinvestment plan or
bookkeeping entry facility is established for the shares of such other capital
stock distributed as a dividend, the participant will automatically become a
participant of such dividend reinvestment plan or bookkeeping entry facility
and the shares distributed to such participant will instead be credited to the
participant's account. In a rights offering, a participant's entitlement will
be based upon his or her total holdings, including shares credited to the
participant's account under the Plan. Rights certificates will be issued for
the number of whole Series A Common Shares only, however, and rights based on a
fraction of a Series A Common Share held in a participant's Plan account will
be sold for the participant's account and the net proceeds will be forwarded to
the participant.
How Will A Participant's Shares Be
Voted At Shareholders' Meetings?
All Series A Common Shares held in the Plan for a participant
will be voted as the participant directs on a proxy or voting instruction form
which will be furnished to the participant. If the participant does not return
the proxy or voting instruction form to the Plan Administrator, the Plan
Administrator will not vote the participant's Plan shares.
What Are The Federal Income Tax Consequences Of Participation In The
Plan?
The following discussion sets forth the general Federal
income tax consequences for participants in the Plan. However, the discussion
is not intended to be an exhaustive treatment of such tax consequences. For example,
the discussion does not address the treatment of stock dividends, stock splits
or a rights offering to participants in the Plan. It also does not address
differences in tax treatment with respect to participants who do not hold the
Series A Common Shares as capital assets. Because the tax laws are complex and
constantly changing, participants are urged to consult their own tax advisors
regarding the tax consequences of participating in the Plan, including the
effects of any applicable state, local or foreign tax laws, and for rules
regarding the tax basis in special cases such as the death of a participant or
a gift of Series A Common Shares held under the Plan and for other tax
consequences. Future legislative changes or changes in administrative or judicial
interpretation, some or all of which may be retroactive, could significantly
alter the Federal income tax treatment discussed herein.
In
general, participants in the Plan who elect to reinvest cash dividends will be
treated, for Federal income tax purposes, as having received, on the dividend
payment date, a distribution in an amount equal to the fair market value on the
dividend payment date of the Series A Common Shares purchased with reinvested
dividends, rather than a distribution in the amount of cash otherwise payable
to the participant. Participants should not be treated as receiving an
additional distribution based upon their pro rata share of the Plan
administration costs paid by TDS; however, there can be no assurance that the
IRS will agree with this position. TDS has no present plans to seek formal
advice from the IRS on this issue.
Generally,
the distribution described above—the fair market value of the Series A Common
Shares purchased with reinvested dividends—will be taxable to participants as
ordinary dividend income to the extent of TDS’ current or accumulated earnings
and profits for Federal income tax purposes. The amount of the distribution in
excess of such earnings and profits will reduce a participant’s tax basis in
the Series A Common Shares with respect to which such distribution was
received, and, to the extent in excess of such basis, result in capital gain.
Certain corporate participants may be entitled to a dividends received
deduction with respect to amounts treated as ordinary dividend income.
Corporate participants should consult their own tax advisors regarding their
eligibility for and the extent of such deduction. Certain participants may be
eligible for lower capital gains rates with respect to amounts treated as qualified
dividend income. Participants should consult their own tax advisors regarding
treatment of qualified dividend income on their income tax returns.
Tax
information will be shown on the statements of account sent to participants
which participants should retain for tax purposes. These statements are
important for computing the tax basis of Series A Common Shares acquired under
the Plan. The Form 1099 which each participant will receive annually will
include the income which is deemed to result from the receipt of the Series A
Common Shares under the Plan.
As a
general rule, the tax basis of shares or any fraction of a share purchased with
reinvested dividends will equal the fair market value of such shares or
fractional share as reported to participants on their statements.
The
holding period for Series A Common Shares or a fraction thereof received as a
result of reinvestment of dividends under the Plan will begin on the day
following the purchase date.
Participants
will generally not realize any taxable income when they receive shares for
whole Series A Common Shares, the value of which was previously taxed when
credited to their accounts under the Plan, either upon their request, upon
ceasing to be a shareholder of record, upon ceasing to be an eligible
shareholder, or upon withdrawal from or termination of the Plan. However, a
participant may realize a gain or loss when Series A Common Shares acquired
under the Plan are subsequently sold. In addition, participants may realize
gain or loss when they receive a cash adjustment for fractional shares credited
to their accounts upon withdrawal from or termination of the Plan. The amount
of such gain or loss will be the difference between the amount which the
participant receives for his or her shares or fractional share, and his or her
tax basis therefor (with special rules applying to determine the basis
allocable to shares that are not specifically identified when the participant
sells less than all of his or her shares). Such gain or loss will generally be
capital gain or loss, and will be long-term capital gain or loss if the holding
period for such shares or fractional shares exceeds one year. The excess of net
long-term capital gains over net short-term capital losses is taxed at a lower
rate than ordinary income for certain taxpayers. The distinction between
capital gain or loss and ordinary income and loss is also relevant for purposes
of, among other things, limitations on the deductibility of capital losses. Any
loss may be disallowed under the ‘‘wash sale’’ rules to the extent the shares
disposed of are replaced, through the Plan or otherwise during the 61-day
period beginning 30 days before and ending 30 days after the date of
disposition.
What Provision Is Made For
Shareholders, Foreign And Domestic, Whose Dividends Are Subject To Income Tax
Withholding?
Federal law requires the Plan Administrator to withhold an
amount (based upon the current applicable rate) from the amount of dividends
and the proceeds of any sale of fractional shares if:
·
A participant
fails to certify to the Plan Administrator that he or she is not subject to
backup withholding and that the taxpayer identification number on his or her
account is correct (on Form W-9, or W-8, for non-U.S. persons), or
·
The IRS notifies
TDS or the Plan Administrator that the participant is subject to backup
withholding.
Any amounts withheld will be deducted from the dividends
and/or from the proceeds of any sale of fractional shares, and the remaining
amount will be reinvested or paid as the participant has instructed.
In addition, if a participant is not a U.S. person,
additional U.S. income tax withholding that is not fully discussed here may
apply. Any amounts withheld will be deducted from the dividends and/or from the
proceeds of any sale of fractional shares, and the remaining amount will be
reinvested or paid as the participant has instructed.
Participants may obtain Forms W-8 or W-9 from the IRS or by
contacting the Plan Administrator.
The above discussion is not a complete discussion of all of
the tax considerations that may be relevant to participation in the Plan.
A
Participant should consult his or her tax advisor about the tax consequences
associated with participation in the Plan.
What Are The
Responsibilities Of The Shareholders' Plan Administrator And TDS Under The
Plan?
In
performing their duties under the Plan, the Plan Administrator and TDS will at
all times act in good faith. However, they will not be liable for any act
performed in good faith, or for any good faith omission to act, including,
without limitation, any claims of liability arising out of failure to terminate
a participant's account upon such participant's death prior to receipt of
notice in writing of such death.
Although
the Plan contemplates the continuation of quarterly Series A Common Share
dividend payments, the payment of future Series A Common Share dividends will
depend upon future earnings, the amount available for the payment of dividends
by TDS, the financial condition of TDS and other factors.
Neither
TDS nor the Plan Administrator can assure participants a profit or protect them
against a loss on the shares purchased under the Plan.
TERMINATION BY TDS
May The Plan Be
Changed Or Discontinued?
TDS
reserves the right to suspend, modify or terminate the Plan at any time. All
participants will receive notice of such suspension, modification or
termination.
LEGAL MATTERS
Certain
legal matters relating to the securities offered by this Prospectus have been
passed upon for TDS by Sidley Austin LLP, Chicago, Illinois. The following
persons are members of this firm: Walter C.D. Carlson, a trustee and
beneficiary of the voting trust which controls TDS and the non-executive
Chairman of the Board and member of the Board of Directors of TDS and U.S.
Cellular, William S. DeCarlo, the General Counsel of TDS and an Assistant
Secretary of TDS and certain subsidiaries of TDS, and Stephen P. Fitzell, the
General Counsel and/or an Assistant Secretary of certain subsidiaries of TDS.
Walter C.D. Carlson does not provide legal services to TDS or its subsidiaries.
EXPERTS
The
financial statements and management’s assessment of the effectiveness of
internal control over financial reporting (which is included in Management’s
Report on Internal Control over Financial Reporting) incorporated in this
Prospectus by reference to the Annual Report on Form 10-K of Telephone and Data
Systems, Inc. for the year ended December 31, 2012, have been so incorporated
in reliance on the report, except as they relate to the Los Angeles SMSA
Limited Partnership, of PricewaterhouseCoopers LLP, an independent registered
public accounting firm, given on the authority of said firm as experts in
auditing and accounting.
The
financial statements of the Los Angeles SMSA Limited Partnership, incorporated
in this Prospectus of Telephone and Data Systems, Inc. by reference from the
Company’s Annual Report on Form 10-K, have been audited by Deloitte &
Touche LLP, an independent registered public accounting firm, as stated in
their report, which is incorporated herein by reference. The Los Angeles SMSA
Limited Partnership financial statements have been so incorporated in reliance
upon the report of such firm given their authority as experts in accounting and
auditing.
WHERE YOU CAN FIND MORE INFORMATION
TDS
files reports, proxy statements and other information with the Securities and
Exchange Commission (‘‘SEC’’). You may inspect and copy such reports, proxy
statements and other information at the Public Reference Room maintained by the
SEC at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information. Such materials also may be accessed
electronically by means of the SEC’s web site at
http://www.sec.gov
or
at TDS’ website at
www.teldta.com
.
TDS
filed Registration Statements related to the offering described in this
Prospectus. As of the date of this Prospectus, a total of 6,532 Series A Common
Shares remain available for issuance under Registration Statement No.
333-155085, and 200,000 Series A Common Shares are available for issuance under
the Registration Statement of which this Prospectus is a part.
As
allowed by SEC rules, this Prospectus does not contain all of the information
which you can find in the Registration Statements. You are referred to the
Registration Statements and the Exhibits thereto for further information. This
document is qualified in its entirely by such other information.
The
SEC allows us to ‘‘incorporate by reference’’ previously-filed information into
this Prospectus, which means that we can disclose important information to you
by referring you to another document filed separately with the SEC. The
information incorporated by reference is deemed to be part of this Prospectus,
except for any information superseded by information in this Prospectus.
This
Prospectus incorporates by reference the documents set forth below that have
been previously filed with the SEC. These documents contain important
information about TDS’ business and finances.
1.
TDS’ Annual Report on Form 10-K for
the year ended December 31, 2012 (including information specifically
incorporated by reference into such Form 10-K from TDS’ definitive proxy
statement for its 2013 Annual Meeting of Stockholders);
2.
TDS’ Quarterly Report on Form 10-Q for
the quarter ended March 31, 2013;
3.
TDS’ Current Reports on Form 8-K
reporting events since December 31, 2012, including Forms 8-K dated February
26, 2013, March 6, 2013, March 15, 2013, April 3, 2013, April 15, 2013, May 3,
2013 (two filings), May 10, 2013, May 16, 2013, and May 24, 2013, provided that
any information in any Form 8-K that is not deemed to be “filed” pursuant to
Item 2.02 or 7.01 shall not be incorporated by reference herein;
4.
All other reports filed by TDS
pursuant to Section 13 (a) and 15(d) of the Securities Exchange Act of 1934
since December 31, 2012; and
5.
TDS’ Report on Form 8-A/A dated
January 25, 2012, which contains a description of TDS’ capital stock, including
the Series A Common Shares.
This
Prospectus also incorporates by reference additional documents that may be
filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 between the date of this Prospectus and the
date our offering is completed or terminated.
You
may obtain copies of such documents which are incorporated by reference in this
Prospectus, other than exhibits thereto which are not specifically incorporated
by reference herein, without charge, upon written or oral request to Investor
Relations, Telephone and Data Systems, Inc., 30 N. LaSalle Street, Suite 4000,
Chicago, IL 60602, (312) 630-1900. In order to ensure timely delivery of
documents, any request should be made not later than five business days prior
to making an investment decision.
You
should rely only on the information contained in or incorporated by reference
in this Prospectus. We have not authorized anyone to provide you with
information that is different from what is contained in this Prospectus. You
should not assume that the information contained in this Prospectus is accurate
as of any date other than the date of such Prospectus, and neither the mailing
of this Prospectus to shareholders nor the issuance of any securities hereunder
shall create any implication to the contrary. This Prospectus does not offer to
buy or sell securities in any jurisdiction where it is unlawful to do so.
FORWARD LOOKING STATEMENTS
This Prospectus and the documents incorporated by reference
herein contain statements that are not based on historical facts and represent
“forward-looking statements” within the meaning of Section 27A of the
Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and
the rules of the SEC. All statements, other than statements of historical
facts, are forward-looking statements. The words “believes,” “anticipates,”
“estimates,” “expects,” “plans,” “intends,” “projects” and similar expressions
are intended to identify these forward-looking statements, but are not the
exclusive means of identifying them. Such forward-looking statements involve
known and unknown risks, uncertainties and other factors that may cause actual
results, events or developments to be significantly different from any future
results, events or developments expressed or implied by such forward-looking
statements. Such risks, uncertainties and other factors include those set forth
below and the risks included or incorporated by reference under “Risk Factors.”
However, such factors are not necessarily all of the important factors that
could cause actual results, performance or achievements to differ materially
from those expressed in, or implied by, the forward-looking statements
contained in this Prospectus and the documents incorporated by reference
herein. Other unknown or unpredictable factors also could have material
adverse effects on future results, performance or achievements. TDS undertakes
no obligation to update publicly any forward-looking statements whether as a
result of new information, future events or otherwise. You should carefully
consider the Risk Factors included or incorporated by reference herein, the
following factors and other information contained in, or incorporated by
reference into, this Prospectus to understand the material risks relating to
TDS’ business.
·
Intense
competition in the markets in which TDS operates could adversely affect TDS’
revenues or increase its costs to compete.
·
A failure by
TDS to successfully execute its business strategy (including planned
acquisitions, divestitures and exchanges) or allocate resources or capital
could have an adverse effect on TDS’ business, financial condition or results
of operations.
·
A failure by
TDS’ service offerings to meet customer expectations could limit TDS’ ability
to attract and retain customers and could have an adverse effect on TDS’
business, financial condition or results of operations.
·
TDS’ system
infrastructure may not be capable of supporting changes in technologies and
services expected by customers, which could result in lost customers and
revenues.
·
An inability
to obtain or maintain roaming arrangements with other carriers on terms that
are acceptable to TDS could have an adverse effect on TDS’ business, financial
condition or results of operations.
·
TDS currently
receives a significant amount of roaming revenues from its wireless business.
Further consolidation within the wireless industry, continued network
build-outs by other wireless carriers and/or the inability to negotiate 4G
long-term evolution (LTE) roaming agreements with other operators could cause
roaming revenues to decline from current levels, which would have an adverse
effect on TDS’ business, financial condition and results of operations.
·
A failure by
TDS to obtain access to adequate radio spectrum to meet current or anticipated
future needs and/or to accurately predict future needs for radio spectrum could
have an adverse effect on TDS’ business, financial condition or results of
operations.
·
To the extent
conducted by the Federal Communications Commission (“FCC”), TDS is likely to participate
in FCC auctions of additional spectrum in the future as an applicant or as a
noncontrolling partner in another auction applicant and, during certain
periods, will be subject to the FCC’s anti-collusion rules, which could have an
adverse effect on TDS.
·
Changes in the
regulatory environment or a failure by TDS to timely or fully comply with any
applicable regulatory requirements could adversely affect TDS’ business,
financial condition or results of operations.
·
Changes in
Universal Service Fund (“USF”) funding and/or intercarrier compensation could
have an adverse impact on TDS’ business, financial condition or results of
operations.
·
An inability
to attract and/or retain highly competent management, technical, sales and
other personnel could have an adverse effect on TDS’ business, financial
condition or results of operations.
·
TDS’ assets
are concentrated primarily in the U.S. telecommunications industry. As a
result, its results of operations may fluctuate based on factors related
primarily to conditions in this industry.
·
TDS’ lower
scale relative to larger competitors could adversely affect its business,
financial condition or results of operations.
·
Changes in
various business factors could have an adverse effect on TDS’ business,
financial condition or results of operations.
·
Advances or
changes in technology could render certain technologies used by TDS obsolete,
could put TDS at a competitive disadvantage, could reduce TDS’ revenues or
could increase its costs of doing business.
·
Complexities
associated with deploying new technologies present substantial risk.
·
TDS is subject
to numerous surcharges and fees from federal, state and local governments, and
the applicability and the amount of these fees are subject to great
uncertainty.
·
Changes in
TDS’ enterprise value, changes in the market supply or demand for wireless
licenses, wireline markets or IT service providers, adverse developments in the
businesses or the industries in which TDS is involved and/or other factors
could require TDS to recognize impairments in the carrying value of its license
costs, goodwill and/or physical assets.
·
Costs,
integration problems or other factors associated with acquisitions/divestitures
of properties or licenses and/or expansion of TDS’ businesses could have an
adverse effect on TDS’ business, financial condition or results of operations.
·
A significant
portion of TDS’ wireless revenues is derived from customers who buy services
through independent agents who market TDS’ services on a commission basis. If TDS’
relationships with these agents are seriously harmed, its business, financial
condition or results of operations could be adversely affected.
·
TDS’
investments in technologies which are unproven may not produce the benefits
that TDS expects.
·
A failure by
TDS to complete significant network construction and systems implementation
activities as part of its plans to improve the quality, coverage, capabilities
and capacity of its network and support systems could have an adverse effect on
its operations.
·
Financial
difficulties (including bankruptcy proceedings) or other operational
difficulties of TDS’ key suppliers, termination or impairment of TDS’
relationships with such suppliers, or a failure by TDS to manage its supply
chain effectively could result in delays or termination of TDS’ receipt of
required equipment or services, or could result in excess quantities of
required equipment or services, any of which could adversely affect TDS’
business, financial condition or results of operations.
·
TDS has significant
investments in entities that it does not control. Losses in the value of such
investments could have an adverse effect on TDS’ financial condition or results
of operations.
·
A failure by
TDS to maintain flexible and capable telecommunication networks or information
technology, or a material disruption thereof, including breaches of network or
information technology security, could have an adverse effect on TDS’ business,
financial condition or results of operations.
·
Wars,
conflicts, hostilities and/or terrorist attacks or equipment failures, power
outages, natural disasters or other events could have an adverse effect on TDS’
business, financial condition or results of operations.
·
The market
price of TDS’ Common Shares is subject to fluctuations due to a variety of
factors.
·
Identification
of errors in financial information or disclosures could require amendments to
or restatements of financial information or disclosures included in this or
prior filings with the SEC. Such amendments or restatements and related
matters, including resulting delays in filing periodic reports with the SEC,
could have an adverse effect on TDS’ business, financial condition or results
of operations.
·
The existence
of material weaknesses in the effectiveness of internal control over financial
reporting could result in inaccurate financial statements or other disclosures
or failure to prevent fraud, which could have an adverse effect on TDS’
business, financial condition or results of operations.
·
Changes in
facts or circumstances, including new or additional information that affects
the calculation of potential liabilities for contingent obligations under
guarantees, indemnities, claims, litigation or otherwise, could require TDS to
record charges in excess of amounts accrued in the financial statements, if
any, which could have an adverse effect on TDS’ business, financial condition
or results of operations.
·
Disruption in
credit or other financial markets, a deterioration of U.S. or global economic
conditions or other events could, among other things, impede TDS’ access to or
increase the cost of financing its operating and investment activities and/or
result in reduced revenues and lower operating income and cash flows, which
would have an adverse effect on TDS’ business, financial condition or results
of operations.
·
Uncertainty of
TDS’ ability to access capital, deterioration in the capital markets, other
changes in market conditions, changes in TDS’ credit ratings or other factors
could limit or restrict the availability of financing on terms and prices
acceptable to TDS, which could require TDS to reduce its construction,
development or acquisition programs.
·
Settlements,
judgments, restraints on its current or future manner of doing business and/or
legal costs resulting from pending and future litigation could have an adverse
effect on TDS’ business, financial condition or results of operations.
·
The possible
development of adverse precedent in litigation or conclusions in professional
studies to the effect that radio frequency emissions from wireless devices
and/or cell sites cause harmful health consequences, including cancer or
tumors, or may interfere with various electronic medical devices such as
pacemakers, could have an adverse effect on TDS’ wireless business, financial
condition or results of operations.
·
Claims of
infringement of intellectual property and proprietary rights of others,
primarily involving patent infringement claims, could prevent TDS from using
necessary technology to provide products or services or subject TDS to
expensive intellectual property litigation or monetary penalties, which could
have an adverse effect on TDS’ business, financial condition or results of
operations.
·
Certain
matters, such as control by the TDS Voting Trust and provisions in the TDS
Restated Certificate of Incorporation, may serve to discourage or make more
difficult a change in control of TDS.
·
Any of the
foregoing events or other events could cause revenues, earnings, capital
expenditures and/or any other financial or statistical information to vary from
TDS’ forward-looking estimates by a material amount.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and
Distribution.
The following table
sets forth the expenses in connection with the issuance and distribution of the
securities registered under this registration statement. There will not be any
underwriting discounts or commissions. All of the amounts shown only include
amounts previously paid in connection with this registration statement and
estimates for additional amounts to be incurred in connection with this
registration statement.
|
|
|
|
|
|
SEC registration fee
|
$
|
656
|
|
|
Legal fees and expenses
|
|
25,000
|
|
|
Printing and mailing costs
|
|
2,500
|
|
|
Fees of accountants
|
|
25,000
|
|
|
Listing Fee and Miscellaneous
|
|
6,844
|
|
|
|
$
|
60,000
|
|
Item 15. Indemnification of Directors and
Officers.
The registrant’s
Restated Certificate of Incorporation, contains a provision providing that no
director or officer of the registrant shall be personally liable to the
registrant or its stockholders for monetary damages for breach of fiduciary
duty as a director or officer except for breach of the director’s or officer’s
duty of loyalty to the registrant or its stockholders, acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, unlawful payment of dividends, unlawful stock redemptions or repurchases
and transactions from which the director or officer derived an improper
personal benefit.
The Restated Certificate
of Incorporation, also provides that the registrant shall indemnify directors
and officers of the registrant, its consolidated subsidiaries and certain other
related entities generally in the same manner and to the extent permitted by
the Delaware General Corporation Law, as more specifically provided in the
Restated Bylaws of the registrant. The Restated Bylaws provide for
indemnification and permit the advancement of expenses by the registrant
generally in the same manner and to the extent permitted by the Delaware
General Corporation Law, subject to compliance with certain requirements and
procedures specified in the Restated Bylaws. In general, the Restated Bylaws
require that any person seeking indemnification must provide the registrant with
sufficient documentation as described in the Restated Bylaws and, if an
undertaking to return advances is required, to deliver an undertaking in the
form prescribed by the registrant and provide security for such undertaking if
considered necessary by the registrant. In addition, the Restated Bylaws
specify that, except to the extent required by law, the registrant does not
intend to provide indemnification to persons under certain circumstances, such
as where the person was not acting in the interests of the registrant or was
otherwise involved in a crime or tort against the registrant.
Under the Delaware
General Corporation Law, directors and officers, as well as other employees or
persons, may be indemnified against judgments, fines and amounts paid in
settlement in connection with specified actions, suits or proceedings, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation - a "derivative action"), and against
expenses (including attorneys’ fees) in any action (including a derivative
action), if they acted in good faith and in a manner they reasonably believed
to be in or not opposed to the best interests of the corporation and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe their conduct was unlawful. However, in the case of a derivative
action, a person cannot be indemnified for expenses in respect of any matter as
to which the person is adjudged to be liable to the corporation unless and to
the extent a court determines that such person is fairly and reasonably
entitled to indemnity for such expenses.
Delaware law also
provides that, to the extent a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action or matter, the corporation must indemnify such party against expenses
(including attorneys' fees) actually and reasonably incurred by such party in
connection therewith.
Expenses
incurred by a director or officer in defending any action may be paid by a
Delaware corporation in advance of the final disposition of the action upon
receipt of an undertaking by or on behalf of such director or officer to repay
such amount if it is ultimately determined that such party is not entitled to
be indemnified by the corporation.
The Delaware General
Corporation Law provides that the indemnification and advancement of expenses
provided thereby are not exclusive of any other rights granted by bylaws,
agreements or otherwise, and provides that a corporation shall have the power
to purchase and maintain insurance on behalf of any person, whether or not the
corporation would have the power to indemnify such person under Delaware law.
The
registrant has directors' and officers' liability insurance which provides,
subject to certain policy limits, deductible amounts and exclusions, coverage
for all persons who have been, are or may in the future be, directors or
officers of the registrant, against amounts which such persons must pay
resulting from claims against them by reason of their being such directors or
officers during the policy period for certain breaches of duty, omissions or
other acts done or wrongfully attempted or alleged.
Item 16. Exhibits.
The
following documents are filed herewith or incorporated herein by reference.
|
|
|
|
Exhibit
Number
|
|
Description of Document
|
4.1
|
|
TDS’ Restated Certificate of Incorporation is hereby
incorporated by reference to Exhibit 3.1 to TDS' Registration Statement on
Form 8 A/A filed on January 25, 2012
|
|
|
|
4.2
|
|
TDS’ Restated By-laws, as amended, are hereby incorporated by
reference to Exhibit 3.1 to TDS' Current Report on Form 8-K dated
November 18, 2010
|
|
|
|
5
|
|
Opinion of Counsel
|
|
|
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm –
PricewaterhouseCoopers LLP
|
|
|
|
23.2
|
|
Consent of Independent Registered Public Accounting Firm –
Deloitte & Touche LLP
|
|
|
|
23.3
|
|
Consent of Counsel (contained in Exhibit 5)
|
|
|
|
24
|
|
Powers of Attorney (included on Signature Page to this
Registration Statement)
|
Item 17. Undertakings.
(a)
The undersigned Registrant hereby
undertakes:
(1)
To file, during any period in
which offers or sales are being made, a post-effective amendment to this
registration statement:
(i)
to include any prospectus required
by Section 10(a)(3) of the Securities Act of 1933;
(ii)
to reflect in the prospectus any
facts or events arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of a prospectus filed with the Securities and Exchange
Commission (the “Commission”) pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement; and
(iii)
to include any material
information with respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such information in the
registration statement;
provided, however,
that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement, or is contained in a form of prospectus filed pursuant
to Rule 424(b) that is part of the registration statement.
(2)
That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3)
To remove from registration by
means of a post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(4)
That, for the purpose of determining liability under
the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to
Rule 424(b) as part of a registration statement relating to an offering, other
than registration statements relying on Rule 430B or other than prospectuses
filed in reliance on Rule 430A, shall be deemed to be part of and included in
the registration statement as of the date it is first used after
effectiveness.
Provided, however,
that no statement made in a
registration statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such first
use, supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made in
any such document immediately prior to such date of first use.
(5)
That, for the purpose of
determining liability of the Registrant under the Securities Act of 1933 to any
purchaser in the initial distribution of the securities: the undersigned
Registrant undertakes that in a primary offering of securities of the
undersigned Registrant pursuant to this registration statement, regardless of
the underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned Registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to such
purchaser:
(i)
Any preliminary prospectus or
prospectus of the undersigned Registrant relating to the offering required to
be filed pursuant to Rule 424;
(ii)
Any free writing prospectus
relating to the offering prepared by or on behalf of the undersigned Registrant
or used or referred to by the undersigned Registrant;
(iii)
The portion of any other free
writing prospectus relating to the offering containing material information
about the undersigned Registrant or its securities provided by or on behalf of
the undersigned Registrant; and
(iv)
Any other communication that is an
offer in the offering made by the undersigned registrant to the purchaser.
(b)
The undersigned Registrant hereby
undertakes that, for purpose of determining any liability under the Securities
Act of 1933, each filing of the registrant’s annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan’s annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide
offering thereof.
(c)
Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
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Pursuant to requirements
of the Securities Act of 1933, as amended, the Registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Chicago, State of Illinois, on May 31, 2013.
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TELEPHONE AND DATA SYSTEMS, INC.
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By:
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/s/ LeRoy T. Carlson, Jr.
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LeRoy T. Carlson, Jr.
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President and Chief Executive Officer
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POWER
OF ATTORNEY
Each person whose
signature appears below constitutes and appoints LeRoy T. Carlson, Jr. as his
or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution for him or her and in his or her name, place
and stead, in any and all capacities to sign any and all amendments (including
post-effective amendments) to this Registration Statement and/or any filings
pursuant to Rule 462(b) or 462(e) under the Securities Act, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, and to take such actions in, and
file with, the appropriate applications, statements, consents and other
documents as may be necessary or expedient to register any securities of the
Registrant for sale, granting unto said attorney-in-fact and agent full power
and authority to do so and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and confirming
all the said attorney-in-fact and agent or any of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the
requirements of the Securities Act of 1933, as amended, this Registration
Statement has been signed below by the following persons in the capacities
indicated on May 31, 2013.
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Signature
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Title
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/s/
LeRoy T. Carlson, Jr.
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Director and President and Chief Executive Officer
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LeRoy
T. Carlson, Jr.
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(principal executive officer)
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/s/
Kenneth R. Meyers
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Director and Executive Vice President and Chief Financial
Officer
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Kenneth
R. Meyers
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(principal financial officer)
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/s/
Walter C.D. Carlson
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Director and Chairman of the Board
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Walter
C.D. Carlson
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/s/
Letitia G. Carlson, M.D.
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Director
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Letitia
G. Carlson, M.D.
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/s/
Prudence E. Carlson
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Director
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Prudence
E. Carlson
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/s/
Clarence A. Davis
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Director
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Clarence
A. Davis
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/s/
Donald C. Nebergall
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Director
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Donald
C. Nebergall
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/s/
George W. Off
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Director
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George
W. Off
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/s/
Christopher D. O’Leary
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Director
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Christopher
D. O’Leary
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/s/
Mitchell H. Saranow
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Director
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Mitchell
H. Saranow
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/s/
Gary L. Sugarman
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Director
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Gary
L. Sugarman
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/s/
Herbert S. Wander
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Director
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Herbert
S. Wander
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/s/
Douglas D. Shuma
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Senior Vice President and Controller
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Douglas
D. Shuma
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(principal accounting officer)
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