TDS Amends Stake Filing for US Cellular

TL;DR

TDS filed an update on its US Cellular stake, no major changes reported but still a big player.

AI Summary

Telephone and Data Systems, Inc. (TDS) filed an amendment (Amendment No. 20) to its Schedule 13D on July 3, 2024, regarding its holdings in United States Cellular Corporation. TDS, a significant shareholder, continues to hold a substantial stake in US Cellular, with no specific new dollar amounts or dates of significant transactions mentioned in this amendment.

Why It Matters

This filing indicates ongoing significant ownership and potential influence by Telephone and Data Systems, Inc. in United States Cellular Corporation, which could impact the latter's strategic decisions and market perception.

Risk Assessment

Risk Level: medium — The filing relates to a significant shareholder's ongoing reporting requirements, which can signal potential strategic shifts or influence on the company's operations.

Key Players & Entities

• Telephone and Data Systems, Inc. (company) — Filing entity and significant shareholder
• United States Cellular Corporation (company) — Subject company
• LeRoy T. Carlson, Jr. (person) — President and Chief Executive Officer of Telephone and Data Systems, Inc.

FAQ

Key Financial Figures

• $1.00 — tion (Name of Issuer) Common Shares ($1.00 par value) (Title of Class of Securiti
• $4.4 billion — to T-Mobile US, Inc. for approximately $4.4 billion in cash and the assumption of certain d

Filing Documents

• tdsjuly202413-d.htm (SC 13D/A) — 170KB
• 0001051512-24-000044.txt ( ) — 172KB

Security and Issuer

Item 1. Security and Issuer . This statement relates to the Common Shares of the Issuer. The principal executive office of the Issuer is located at 8410 West Bryn Mawr, Chicago, Illinois 60631.

Identity and Background

Item 2. Identity and Background . The following sets forth information with respect to Items 2(a) through 2(f) for TDS and the Trustees of the Voting Trust. (a-c, f) TDS and the Trustees of Amendment and Restatement (dated as of April 22, 2005) of Voting Trust under Agreement dated June 30, 1989 (the "Voting Trust"), are filing this Schedule 13D amendment concerning their direct and indirect beneficial ownership of Common Shares. TDS . TDS is a Delaware corporation. The principal business and office address of TDS, is 30 North LaSalle Street, Suite 4000, Chicago, Illinois 60602. TDS' principal business is that of providing diversified telecommunications services. TDS, directly and through its subsidiaries, has wireless, local telephone, and broadband services operations. The information with respect to the directors and executive officers of TDS is set forth on Appendices A and B attached hereto, and incorporated herein by reference. The Trustees of the Voting Trust . The principal business address of the Voting Trust is co TDS, 30 North LaSalle Street, Suite 4000, Chicago, Illinois 60602. The Voting Trust holds TDS Common Shares and TDS Series A Common Shares and was created to facilitate long-standing relationships among the trust's certificate holders. Under the terms of the Voting Trust, the trustees hold and vote the TDS Series A Common Shares held in the trust. This Amendment Number 20 is filed to reflect that effective July 1, 2024, the term of LeRoy T. Carlson, Jr. as trustee expired and he is not a trustee, and that Anthony J.M. Carlson has been elected as trustee. The information with respect to the trustees of the Voting Trust is set forth in Appendix C hereto, and incorporated herein by reference. (d) To the knowledge of LeRoy T. Carlson, Jr., during the last five years, neither TDS nor any of the persons named in Appendices A and B hereto has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). To t

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration . This Amendment Number 20 to Schedule 13D is filed to reflect that effective July 1, 2024, the term of LeRoy T. Carlson, Jr. as trustee expired and he is not a trustee, and that Anthony J.M. Carlson has been elected as trustee, and not because of an acquisition by TDS and the trustees of the Voting Trust of additional securities. The information contained in Item 4 below is incorporated herein by reference.

Purpose of Transaction

Item 4. Purpose of Transaction . On May 24, 2024, TDS and the Issuer entered into a securities purchase agreement, pursuant to which, among other things, Issuer has agreed to sell its wireless operations and select spectrum assets to T-Mobile US, Inc. for approximately $4.4 billion in cash and the assumption of certain debt, subject to certain potential adjustments (the "Securities Purchase Agreement"), as further described in TDS' Form 8-K filed with the Securities and Exchange Commission on May 28, 2024. Such Form 8-K also provides additional information regarding the Securities Purchase Agreement, as well as certain other ancillary agreements. The foregoing description of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, which is filed as an exhibit to Amendment No. 19 to this Schedule 13D dated May 29, 2024. 4 The trustees of the Voting Trust have advised TDS that they intend to maintain the ability to keep or dispose of the voting control of TDS. The trustees of the Voting Trust have further advised TDS that, if and to the extent that the Issuer remains a publicly-traded company, the trustees of the Voting Trust intend that TDS maintain the ability to keep or dispose of the voting control of the Issuer. TDS and the trustees of the Voting Trust also retain the right to change their intent, to acquire additional securities from time to time or to dispose of all or part of the securities beneficially owned by TDS or the Voting Trust in any manner permitted by the terms of the Voting Trust andor applicable law. Except as disclosed or incorporated by reference herein, TDS and the Voting Trust do not have any current intention, plan or proposal with respect to any of the matters specified in paragraphs (a) through (j) of Item 4 of Schedule 13D.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer . (I) TDS . (a) As of the date of this Amendment Number 20 to the Schedule 13D, TDS may be deemed to beneficially own, pursuant to Rule 13d-3(d)(1)(i), an aggregate of 37,782,826 Common Shares which is approximately 71.3% of such shares outstanding. In addition, TDS owns 33,005,877 Series A Common Shares which have ten votes per share on all matters and are convertible on share-for-basis into Common Shares. (b) (i) Sole Power to Vote or Direct the Vote TDS is the direct beneficial owner of 37,782,826 Common Shares and 33,005,877 Series A Common Shares of the Issuer representing approximately 82.3% of all classes of common shares of the Issuer. The Series A Common Shares have ten votes per share on all matters and are convertible on a share-for-share basis into Common Shares. TDS has sole voting power with respect to an aggregate of 37,782,826 Common Shares and 33,005,877 Series A Common Shares representing approximately 96.0% of the combined voting power of the Common Shares and the Series A Common Shares. As a result of such ownership, TDS has the voting power to elect all of the directors of the Issuer. (ii) Shared Power to Vote or Direct the Vote None. (iii) Sole Power to Dispose or Direct the Disposition TDS has sole power to dispose of 37,782,826 Common Shares and 33,005,877 Series A Common Shares, representing approximately 82.3% of all classes of capital stock outstanding. (iv) Shared Power to Dispose or Direct the Disposition None. (c) To the knowledge of LeRoy T. Carlson, Jr., no transactions were effected during the past sixty days in Common Shares by TDS, except as may be attributable to TDS pursuant to transactions in the ordinary course under employee benefit plans. (d) To the knowledge of LeRoy T. Carlson, Jr., no other person is known to have the right of dividends from, or the proceeds from the sale of the shares of Common Shares beneficially owned by TDS. (e) Not Applicable. (II

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer . The information contained in Item 4 above is incorporated herein by reference. The Voting Trust holds TDS Series A Common Shares and TDS Common Shares and was created to facilitate long-standing relationships among the trust's certificate holders. Under the terms of the Voting Trust, the trustees hold and vote TDS Series A Common Shares and TDS Common Shares held in the trust. As of July 1, 2024, the Voting Trust holds and the trustees vote 7,214,653 TDS Series A Common Shares and 6,304,201 TDS Common Shares, representing approximately 95.7% of the outstanding TDS Series A Common Shares, and approximately 5.9% of the outstanding TDS Common Shares, and approximately 56.8% of the combined voting power of all outstanding shares of TDS capital stock with respect to matters other than the election of directors. (5) Therefore, the Voting Trust trustees may direct a majority of the combined voting power of TDS which has the voting power to elect all directors of the Issuer and approximately 96.0% of the combined voting power of the Issuer with respect to matters other than the election of directors.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits . None. ____________________ (4) Based on 106,327,146 Common Shares and 7,538,616 Series A Common Shares of TDS on May 31, 2024. (5) Based on 106,327,146 Common Shares and 7,538,616 Series A Common Shares of TDS on May 31, 2024. 6 JOINT FILING AGREEMENT The undersigned hereby agree and consent, pursuant to Rule 13d-1(k), to the joint filing of all Schedules 13D andor Schedules 13G (including any amendments thereto) on behalf of such parties with respect to the Issuer.

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated as of July 3, 2024. TELEPHONE AND DATA SYSTEMS, INC. TRUSTEES OF AMENDMENT AND RESTATEMENT (DATED AS OF APRIL 22, 2005) OF VOTING TRUST UNDER AGREEMENT DATED AS OF JUNE 30, 1989 By s LeRoy T. Carlson, Jr. s Walter C. D. Carlson LeRoy T. Carlson, Jr. Walter C. D. Carlson President and Chief Executive Officer s Letitia G. Carlson, M.D. Letitia G. Carlson, M.D. s Prudence E. Carlson Prudence E. Carlson s Anthony J.M. Carlson Anthony J.M. Carlson 7 APPENDIX A DIRECTORS OF TDS (I) (a) Name Walter C. D. Carlson (b) Business Address Telephone and Data Systems, Inc. 30 North LaSalle Street Suite 4000 Chicago, Illinois 60602 (c) Present Principal Occupation or Employment Senior Counsel of the law firm of Sidley Austin LLP (f) Citizenship United States (II) (a) Name LeRoy T. Carlson, Jr. (b) Business Address Telephone and Data Systems, Inc. 30 North LaSalle Street Suite 4000 Chicago, Illinois 60602 (c) Present Principal Occupation or Employment President and Chief Executive Officer of Telephone and Data Systems, Inc. (f) Citizenship United States (III) (a) Name James W. Butman (b) Business Address Telephone and Data Systems, Inc. 30 North LaSalle Street Suite 4000 Chicago, Illinois 60602 (c) Present Principal Occupation or Employment President and Chief Executive Officer of TDS Telecommunications LLC, a wholly-owned subsidiary of Telephone and Data Systems, Inc. (f) Citizenship United States (IV) (a) Name Letitia G. Carlson, M.D. (b) Business Address Telephone and Data Systems, Inc. 30 North LaSalle Street Suite 4000 Chicago, Illinois 60602 (c) Present Principal Occupation or Employment Physician and Clinical Professor at George Washington University Medical Faculty Associates (f) Citizenship United States 8 (V) (a) Name Prudence E. Carlson (

View Full Filing

View this SC 13D/A filing on SEC EDGAR