UNITED STATES
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): August 2, 2013
TELEPHONE AND
DATA SYSTEMS, INC.
(Exact name of registrant as
specified in its charter)
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Delaware
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001-14157
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36-2669023
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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30
North LaSalle Street, Suite 4000, Chicago, Illinois
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60602
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's telephone number, including
area code: (312) 630-1900
Not Applicable
(Former name or
former address, if changed since last report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction
A.2. below):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01. Other Events
As
previously disclosed, on November 6, 2012, United States Cellular Corporation
(“U.S. Cellular”), a subsidiary of Telephone and Data Systems, Inc. (“TDS”),
entered into a Purchase and Sale Agreement with subsidiaries of Sprint Nextel
Corporation (“Sprint”). Pursuant to the Purchase and Sale Agreement, on May
16, 2013, U.S. Cellular transferred customers and certain PCS license spectrum
to Sprint in U.S. Cellular's Chicago, central Illinois, St. Louis and certain
Indiana/Michigan/Ohio markets (“Divestiture Markets”) in consideration for $480
million in cash. The Purchase and Sale Agreement also contemplated certain
other agreements, together with the Purchase and Sale Agreement collectively
referred to as the “Divestiture Transaction.” This transaction was reported on
a Form 8-K dated November 6, 2012, which is incorporated by reference herein.
Also,
as previously disclosed, on April 3, 2013, U.S. Cellular entered into an
agreement relating to the Partnerships (as defined below) with Cellco
Partnership d/b/a Verizon Wireless (“Verizon Wireless”). U.S. Cellular holds a
60.00% interest in St. Lawrence Seaway RSA Cellular Partnership (“NY1”) and a
57.14% interest in New York RSA 2 Cellular Partnership (“NY2” and, together
with NY1, the “Partnerships”). The remaining interests are held by Verizon
Wireless. The Partnerships are operated by Verizon Wireless under the Verizon
Wireless brand. Prior to April 3, 2013, because U.S. Cellular owns a greater
than 50% interest in each of these markets and based on U.S. Cellular’s rights
under the Partnership Agreements, TDS consolidated the financial results of
these markets in accordance with accounting principles generally accepted in
the United States of America (“GAAP”). The agreement amends the Partnership
Agreements in several ways, which provide Verizon Wireless with substantive
participating rights that allow Verizon Wireless to make decisions that are in
the ordinary course of business of the Partnerships and which are significant
to directing and executing the activities of the business. Accordingly, as
required by GAAP, TDS deconsolidated the Partnerships effective as of April 3,
2013 and thereafter reported them as equity method investments in its
consolidated financial statements (the “Deconsolidation”).
The
purpose of this Form 8-K is to file unaudited pro forma financial information
for TDS for the three and six months ended June 30, 2013 that gives effect to the
Divestiture Transaction and the Deconsolidation.
TDS
previously filed a Form 8-K dated April 3, 2013 with pro forma financial
information relating to the Deconsolidation as of and for the year ended
December 31, 2012, which is incorporated by reference herein. Subsequently on
May 3, 2013, TDS filed a Form 8-K which updated that information and also added
the Divestiture Transaction to the pro forma financial information, which is
also incorporated by reference herein. Because the Divestiture Transaction
occurred on May 16, 2013, TDS is filing this Form 8-K to update such
information through June 30, 2013.
Item 9.01. Financial Statements and
Exhibits
(b) Pro
Forma Financial Information
The
unaudited pro forma financial information of TDS for the three and six months
ended June 30, 2013 that give effect to the Divestiture Transaction and the
Deconsolidation, as discussed above in item 8.01, are attached as Exhibit 99.3.
(d) Exhibits:
In accordance with the provisions of Item 601
of Regulation S-K, any Exhibits filed or furnished herewith are set forth on
the Exhibit Index attached hereto.
Attached as Exhibit 99.4 is a safe harbor
cautionary statement under the Private Securities Litigation Reform Act of
1995.