-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JxNACdcebqUYgoNNdaaBNOEzj4ABDbTNZ3N1YZzcixgP6jAO3XhLEVdaReRiavUO LrlVrWzmNAQd+Jm0npgPEw== 0001051512-01-500021.txt : 20010625 0001051512-01-500021.hdr.sgml : 20010625 ACCESSION NUMBER: 0001051512-01-500021 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010531 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010622 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TELEPHONE & DATA SYSTEMS INC /DE/ CENTRAL INDEX KEY: 0001051512 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 362669023 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 001-14157 FILM NUMBER: 1665917 BUSINESS ADDRESS: STREET 1: 30 NORTH LASALLE STREET STREET 2: 8401 GREENWAY BLVD CITY: CHICAGO STATE: IL ZIP: 60602 BUSINESS PHONE: 3126301900 MAIL ADDRESS: STREET 1: 30 NORTH LASALLE STREET STREET 2: 8401 GREENWAY BLVD CITY: CHICAGO STATE: IL ZIP: 60602 8-K/A 1 amendeddtvstrmergerform8-k.txt AMENDED DT/VSTR FORM 8-K FORM 8-K/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2001 ------------ TELEPHONE AND DATA SYSTEMS, INC. -------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-14157 36-2669023 -------- ------- ---------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification incorporation) No.) 30 North LaSalle Street, Chicago, Illinois 60602 - ------------------------------------------------ ------ (Address of principal executive offices) Zip Code) Registrant's telephone number, including area code: (312) 630-1900 Not Applicable -------------- (Former name or former address, if changed since last report) Item 2. Acquisition or Disposition of Assets. ------------------------------------- On May 31, 2001, Telephone and Data Systems, Inc.'s 35,837,271 VoiceStream Wireless Corporation common shares were converted into 131,461,861 Deutsche Telekom AG ordinary shares and $570.0 million of cash. Each VoiceStream share held by TDS was converted into 3.6683 shares of Deutsche Telekom and $15.9062 of cash. This transaction was a result of the merger of VoiceStream Wireless Corporation with a subsidiary of Deutsche Telekom. A copy of the TDS news release is attached as an exhibit to this Current Report on Form 8-K/A. As of March 31, 2001, TDS reported Gross Unrealized Holding Losses from Marketable Equity Securities of $683.8 million in its Form 10-Q. Of this amount, $588.9 million represented an unrealized holding loss on TDS's investment in VoiceStream as a result of a decline in the market price of VoiceStream common stock since TDS acquired such stock on May 4, 2000. This amount, net of taxes, was previously reflected in Accumulated Other Comprehensive Income (Loss) by TDS. As of May 31, 2001, the pre-tax loss on TDS's investment in VoiceStream increased to $644.9 million and was recognized as a component of income as a result of the conversion of VoiceStream shares to Deutsche Telekom shares and cash. The effect of the transaction will be to reduce TDS's net income for the quarter ended June 30, 2001 by approximately $390 million. This realization of loss for accounting purposes is a one-time, non-recurring event that has no effect on cash. Item 7. Financial Statements and Exhibits --------------------------------- Exhibits -------- The exhibits accompanying this report are listed in the accompanying Exhibit Index. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized. Telephone and Data Systems, Inc. (Registrant) Date: June 22, 2001 By: /s/ D. Michael Jack ------------------------------- D. Michael Jack Vice President and Controller (Principal Accounting Officer) EXHIBIT INDEX Exhibit Number Description of Exhibit - -------------- ---------------------- 99.1 News release announcing the conversion of VoiceStream shares into Deutsche Telekom shares and cash. EX-99 2 amendeddtvstrex991.txt EXHIBIT 99.1 Exhibit 99.1 Contact: Mark A. Steinkrauss, Vice President, Corporate Relations (312) 592-5384 mark.steinkrauss@teldta.com FOR RELEASE: IMMEDIATE TDS CONVERTS VOICESTREAM SHARES INTO DEUTSCHE TELEKOM SHARES AND CASH IN MERGER May 31, 2001 - Chicago, Illinois - Telephone and Data Systems, Inc. [AMEX:TDS] announced that its 35,837,271 VoiceStream Wireless Corporation [Nasdaq:VSTR] common shares were converted into 131,461,861 Deutsche Telekom AG ordinary shares and $570.0 million of cash. Each VoiceStream share held by TDS was converted into 3.6683 shares of Deutsche Telekom and $15.9062 of cash. This transaction is a result of the merger of VoiceStream Wireless Corporation with a subsidiary of Deutsche Telekom. Deutsche Telekom ordinary shares are traded principally on the Frankfurt Stock Exchange under the symbol "DTE". The conversion of VoiceStream common shares into Deutsche Telekom ordinary shares is a non-taxable transaction. The cash received is taxable currently. The after-tax cash will be used for general corporate purposes. TDS is a diversified telecommunications corporation founded in 1969. Through its strategic business units, U.S. Cellular and TDS Telecom, TDS operates primarily by providing cellular and local telephone service. TDS builds value for its shareholders by providing excellent communications services in growing, closely related segments of the telecommunications industry. The Company employs 9,000 people and serves 4 million customers in 34 states. For more information about TDS and its subsidiaries, visit the web sites at: TDS: http://www.teldta.com TDS Telecom: http://www.tdstelecom.com USM: http://www.uscellular.com -----END PRIVACY-ENHANCED MESSAGE-----