-----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, I/NI247o3o1utrQ3n8lKmpxcQJsi4TL/BPUVPhn71wAbjJQFqj4yNy0UYImIRafN xORZHyXxWn01wsviXuyqnw== 0000912057-00-024058.txt : 20000919 0000912057-00-024058.hdr.sgml : 20000919 ACCESSION NUMBER: 0000912057-00-024058 CONFORMED SUBMISSION TYPE: SC TO-I PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20000515 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED STATES CELLULAR CORP CENTRAL INDEX KEY: 0000821130 STANDARD INDUSTRIAL CLASSIFICATION: 4812 IRS NUMBER: 621147325 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I SEC ACT: SEC FILE NUMBER: 005-40021 FILM NUMBER: 630456 BUSINESS ADDRESS: STREET 1: 8410 W BRYN MAWR AVE STREET 2: STE 700 CITY: CHICAGO STATE: IL ZIP: 60631 BUSINESS PHONE: 3123998900 MAIL ADDRESS: STREET 1: 301 S. WESTFIELD ROAD STREET 2: P.O. BOX 5158 CITY: MADISON STATE: WI ZIP: 53705-0158 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED STATES CELLULAR CORP CENTRAL INDEX KEY: 0000821130 STANDARD INDUSTRIAL CLASSIFICATION: 4812 IRS NUMBER: 621147325 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I BUSINESS ADDRESS: STREET 1: 8410 W BRYN MAWR AVE STREET 2: STE 700 CITY: CHICAGO STATE: IL ZIP: 60631 BUSINESS PHONE: 3123998900 MAIL ADDRESS: STREET 1: 301 S. WESTFIELD ROAD STREET 2: P.O. BOX 5158 CITY: MADISON STATE: WI ZIP: 53705-0158 SC TO-T 1 SC TO COVER, INTRO-STATEMENT ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. _________) ---------------- UNITED STATES CELLULAR CORPORATION (Name of Subject Company (Issuer)) UNITED STATES CELLULAR CORPORATION (Name of Filing Person (Issuer)) ---------------- LIQUID YIELD OPTION NOTES DUE 2015 (Title of Class of Securities) ---------------- 911684 AA 6 (CUSIP Number of Class of Securities) ---------------- Kenneth R. Meyers Copy to: Executive Vice President - Finance Michael G. Hron, Esq. United States Cellular Corporation Sidley & Austin 8410 West Bryn Mawr Bank One Plaza Suite 700 10 South Dearborn Street Chicago, Illinois 60631 Chicago, Illinois 60603 (773) 399-8900 (312) 853-7000 (Name, address and telephone number of persons authorized to receive notices and communications on behalf of bidders) ---------------- CALCULATION OF FILING FEE ================================================================================ Transaction Valuation* Amount of Filing Fee - - - - - - - - -------------------------------------------------------------------------------- $290,243,247 $58,049 ================================================================================ * For the purpose of calculating the fee only, this amount represents the value of all outstanding LYONs based on the Offer Consideration of $411.99 per $1,000 principal amount (704,491 LYONs x $411.99). / / Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: Filing Party: Form or Registration No.: Date Filed: ================================================================================ / / Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: / / third-party tender offer subject to Rule 14d-1. /X/ Issuer tender offer subject to Rule 13e-4. / / going-private transaction subject to Rule 13e-3. / / amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: / / INTRODUCTORY STATEMENT This Schedule TO relates to an offer ("Offer") by United States Cellular Corporation (the "Issuer") to purchase for cash, on the terms and subject to the conditions set forth in the attached Offer to Purchase and Company Notice dated May 15, 2000 (the "Offer to Purchase"), and the related Letter of Transmittal and Purchase Notice ("Letter of Transmittal"), any or all of its outstanding Liquid Yield Option Notes due 2015 (the "LYONs"). The Issuer is required to make the Offer as of June 15, 2000 pursuant to the terms of the Indenture under which the LYONs were issued. ITEM 1. SUMMARY TERM SHEET. The information set forth in the section of the Offer to Purchase entitled "Summary Term Sheet" is incorporated herein by reference. ITEM 2. SUBJECT COMPANY INFORMATION. (a) The name of the Issuer of the LYONs is United States Cellular Corporation. The Issuer is offering to purchase the LYONs. The address of the principal executive offices of the Issuer is 8410 West Bryn Mawr, Suite 700, Chicago, Illinois. Its telephone number is (773) 399-8900. The information set forth in Section 5 ("Certain Information Concerning the Offeror") of the Offer to Purchase is incorporated herein by reference. (b) This Statement on Schedule TO relates to the offer by the Issuer to purchase all LYONs that remain outstanding. The information set forth in Section 7 ("Description of LYONs and Related Matters") of the Offer to Purchase is incorporated herein by reference. (c) The information set forth in Section 6 ("Price Range of LYONs and Common Shares; Dividends on Common Shares") of the Offer to Purchase is incorporated herein by reference. ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON. The information set forth in Item 2 above and Section 5 ("Certain Information Concerning the Offeror") of the Offer to Purchase is incorporated herein by reference. ITEM 4. TERMS OF THE TRANSACTION. (a)(1)(i) - (iii), (v)-(viii), (xii) The information set forth in the Summary Term Sheet, Section 1 ("Introduction"), Section 2 ("Terms of the Offer"), Section 8 ("Acceptance of LYONs for Payment"), Section 10 ("Procedures for Tendering LYONs"), Section 11 ("Withdrawal of Tenders") and Section 14 ("Certain United States Federal Income Tax Consequences") of the Offer to Purchase is incorporated herein by reference. (a)(1)(iv), (ix) - (xi) Not applicable. (a)(2) Not applicable. (b) To the best knowledge of the Issuer, it will not purchase any LYONs from any of its officers, directors or affiliates. ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS. The information set forth in Section 7 ("Description of LYONs and Related Matters") of the Offer to Purchase is incorporated herein by reference. ITEM 6. PURPOSE OF THE TRANSACTION AND PLANS OR PROPOSALS. (a) The information set forth in Section 4 ("Purpose of the Offer") is incorporated herein by reference. (b) Any LYONs submitted for purchase will be cancelled and retired. (c) Not applicable. ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. (a) The information set forth in Section 12 ("Source and Amount of Funds") of the Offer to Purchase is incorporated herein by reference. (b) Not applicable. (d) The information set forth in Section 12 ("Source and Amount of Funds") of the Offer to Purchase is incorporated herein by reference. ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. (a) To the best knowledge of the Issuer, except as disclosed in the Offer to Purchase, no LYONs are beneficially owned by any person whose ownership would be required to be disclosed by this item. (b) To the best knowledge of the Issuer, except as disclosed in the Offer to Purchase, none of the persons referenced in this item have engaged in any transactions in LYONs during the 60 days preceding the date of this Schedule. ITEM 9. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED. (a) No persons directly or indirectly are being employed, retained or compensated to make solicitations or recommendations in connection with the Offer. The Information Agent and Depositary are providing only administrative services. ITEM 10. FINANCIAL STATEMENTS. (a) The Issuer does not believe it is required to include such information due to the fact that such information is not material because, among other reasons, the consideration offered consists solely of cash, the offer is not subject to any financing condition, the Offeror is a public reporting company that files reports electronically under EDGAR and the Offer is for all outstanding LYONs. Nevertheless, the Issuer has elected to incorporate such information herein by reference from Exhibit 13 to the Issuer's Annual Report on Form 10-K for the year ended December 31, 1999 and to the Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000. 2 (b) Not applicable. ITEM 11. ADDITIONAL INFORMATION. None. ITEM 12. EXHIBITS. (a)(1) Offer to Purchase and Company Notice, dated May 15, 2000. (a)(2) Form of Letter of Transmittal and Purchase Notice, including taxpayer I.D. guidelines. (a)(3) Transmittal Notice dated May 15, 2000. (a)(4) Press Release issued by the Issuer on May 15, 2000. (b)(1) $500,000,000 Revolving Credit Agreement dated as of August 29, 1997, as amended as of September 25, 1997, among the Issuer, as borrower, the financial institutions named therein, BankBoston, N.A. and Toronto Dominion (Texas), Inc., is hereby incorporated by reference to the Issuer's Form 10-Q for the quarter ended dated September 30, 1997. (b)(1) Amendment to $500,000,000 Revolving Credit Agreement dated as of September 25, 1997, among the Issuer, as borrower, the financial institutions named therein, BankBoston, N.A. and Toronto Dominion (Texas), Inc., is hereby incorporated by reference to the Issuer's Form 10-Q for the quarter ended March 31, 2000. (c) Not applicable. (d)(1) Indenture dated June 1, 1995 between registrant and Harris Trust and Savings Bank, as Trustee, relating to the LYONs, including Form of Certificate for Liquid Yield Option Note, is hereby incorporated by reference to the Issuer's Form 8-K dated June 16, 1995. (d)(2) Securities Loan Agreement, dated June 31, 1995, between Telephone and Data Systems, Inc. ("TDS") and Merrill Lynch & Co. is hereby incorporated by reference to Exhibit 99.1 to the Issuer's Form 8-K dated June 16, 1995. (d)(3)Common Share Delivery Arrangement Agreement among TDS, Merrill Lynch & Co., Inc. and Issuer is hereby incorporated by reference to Exhibit 99.3 to the Issuer's Form 8-K dated June 16, 1995. (g) None. (h) None. 3 SIGNATURE After due 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: May 15, 2000 UNITED STATES CELLULAR CORPORATION By: /S/ KENNETH R. MEYERS ------------------------------------------------ Name: Kenneth R. Meyers Title: Executive Vice President - Finance, Chief Financial Officer and Treasurer 4 EX-99.(A)(1) 2 EXHIBIT 99(A)(1) OFFER TO PURCHASE AND COMPANY NOTICE UNITED STATES CELLULAR CORPORATION Offers to Purchase for Cash All of the Outstanding Liquid Yield Option-TM- Notes Due 2015 ("LYONs-TM-") (CUSIP No. 911684 AA 6) of United States Cellular Corporation - - - - - - - - -------------------------------------------------------------------------------- THE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 15, 2000, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED, THE "EXPIRATION DATE"). IF LYONS ARE ACCEPTED FOR PAYMENT PURSUANT TO THE OFFER, ONLY HOLDERS OF LYONS WHO VALIDLY TENDER THEIR LYONS PURSUANT TO THE OFFER AT OR PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE WILL RECEIVE THE OFFER CONSIDERATION. LYONS TENDERED IN THE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO SUCH DATE AND TIME. - - - - - - - - -------------------------------------------------------------------------------- United States Cellular Corporation, a Delaware corporation (the "Offeror"), hereby offers, upon the terms and subject to the conditions set forth in this Offer to Purchase and Company Notice (as it may be supplemented or amended from time to time, the "Statement") and in the accompanying Letter of Transmittal and Purchase Notice (as it may be supplemented or amended from time to time, the "Letter of Transmittal" and, together with the Statement, the "Offer"), to purchase for cash at a price of $411.99 per $1,000 principal amount at maturity all of its outstanding Liquid Yield Option-TM- Notes due 2015 ("LYONs-TM-"). "Liquid Yield Option" and "LYONs" are Trademarks of Merrill Lynch & Co., Inc. THE INFORMATION AGENT FOR THE OFFER IS: MACKENZIE PARTNERS, INC. 156 Fifth Avenue New York, New York 10010 (212) 929-5500 (Call Collect) OR (800) 322-2885 (Toll Free) May 15, 2000 TO HOLDERS OF LIQUID YIELD OPTION NOTES DUE 2015 OF UNITED STATES CELLULAR CORPORATION. SUMMARY TERM SHEET The following are answers to some of the questions that you, as a holder of LYONs, may have. We urge you to read the remainder of this Statement carefully because the information in this summary term sheet is not complete. Additional important information is contained in the remainder of this Statement. - - - - - - - - - WHO IS OFFERING TO BUY MY SECURITIES? The issuer of the LYONs, United States Cellular Corporation, a Delaware corporation ("U.S. Cellular" or the "Offeror") is offering to purchase the securities. See Section 5 -- "Certain Information Concerning the Offeror." - - - - - - - - - WHAT SECURITIES ARE YOU SEEKING TO PURCHASE IN THE OFFER? We are offering to purchase all of the outstanding Liquid Yield Option Notes due June 15, 2015 ("LYONs"). The LYONs were issued under an indenture dated as of June 1, 1995 (the "Indenture"), between U.S. Cellular and Harris Trust and Savings Bank, as trustee. The Bank of New York has succeeded Harris Trust and Savings Bank as trustee (the "Trustee"). See Section 7 -- "Description of LYONs and Related Matters." - - - - - - - - - HOW MUCH ARE YOU OFFERING TO PAY AND WHAT IS THE FORM OF PAYMENT? We are offering to pay $411.99 in cash per each $1,000 principal amount of LYONs due at maturity. When we refer to a LYON, in the singular, we are referring to a note representing $1,000 principal amount at maturity. You will not have to pay any transfer taxes or fees or commissions on this amount. See Section 2 -- "Terms of the Offer." - - - - - - - - - WHY ARE YOU OFFERING TO PURCHASE MY SECURITIES? We are required to offer to purchase the LYONs as of June 15, 2000 pursuant to the Indenture and the terms of the LYONs certificate. See Section 4 -- "Purpose of the Offer." - - - - - - - - - DO YOU HAVE THE FINANCIAL RESOURCES TO MAKE PAYMENT? We have sufficient existing funds and borrowing sources to permit us to repurchase the LYONs. See Section 12 -- "Source and Amount of Funds." - - - - - - - - - HOW LONG DO I HAVE TO TENDER IN THE OFFER? You have until 5:00 p.m., New York City time, on June 15, 2000, to tender your LYONs in the offer. See Section 2 -- "Terms of the Offer." - - - - - - - - - ARE THERE ANY CONDITIONS TO THE OFFER? We will not be required to accept the LYONs for payment if we would be prohibited from doing so by any order, statute, rule, regulation, executive order, stay, decree, judgment or injunction. See Section 13 -- "Conditions of the Offer." - - - - - - - - - HOW DO I TENDER MY LYONS? To tender LYONs, you must deliver the certificates representing your LYONs together with a completed Letter of Transmittal, to The Bank of New York not later than 5:00 p.m. New York City time -i- on June 15, 2000. A beneficial owner whose LYONs are held by a broker, dealer, commercial bank, trust company or other nominee must contact such nominee if such beneficial owner desires to tender such LYONs. DTC participants may, in lieu of delivering the Letter of Transmittal, transmit their acceptance to DTC through ATOP. See Section 10 -- "Procedures for Tendering LYONs." - - - - - - - - - UNTIL WHAT TIME CAN I WITHDRAW PREVIOUSLY TENDERED LYONS? You can withdraw previously tendered LYONs at any time until 5:00 p.m., New York City time, on June 15, 2000. See Section 11 -- "Withdrawal of Tenders." - - - - - - - - - HOW DO I WITHDRAW PREVIOUSLY TENDERED LYONS? To withdraw LYONs, you must deliver a written notice of withdrawal, or a facsimile of one, with the required information to the depositary while you still have the right to withdraw the LYONs. See Section 11 -- "Withdrawal of Tenders." - - - - - - - - - IF I TENDER, WHEN WILL I RECEIVE PAYMENT FOR THE LYONS? Payments to tendering holders will be made promptly after our acceptance of the tender offer, which is expected to be on June 16, 2000. See Section 2 -- "Terms of the Offer." - - - - - - - - - IF I DO NOT TENDER, WILL I CONTINUE TO BE ABLE TO EXERCISE MY CONVERSION RIGHTS? Yes. Provided that you do not submit your LYONs for purchase, your conversion rights will not be affected. You may convert each LYON into 9.475 Common Shares. See Section 7 -- "Description of LYONs and Related Matters." - - - - - - - - - WHAT IS THE MARKET VALUE OF MY LYONS? On May 10, 2000, the last reported bid price for a LYON on the American Stock Exchange was $613.50 per LYON. Based on the closing price of our Common Shares on May 10, 2000 of $63.56 per share, LYONs could be converted into Common Shares having a value of $602.23 per $1,000 principal amount at maturity. WE RECOMMEND THAT YOU OBTAIN A RECENT QUOTATION FOR LYONS BEFORE DECIDING WHETHER TO TENDER YOUR LYONS. See Section 3 -- "Special Considerations Relating to the Offer" and Section 6 -- "Price Range of LYONs and Common Shares; Dividends on Common Shares." - - - - - - - - - ARE THERE ANY OTHER SPECIAL FACTORS THAT I SHOULD CONSIDER BEFORE TENDERING? Yes. See Section 3 -- "Special Considerations Relating to the Offer" for a discussion of certain factors that you should consider in evaluating the Offer. - - - - - - - - - WHAT ARE THE TAX CONSEQUENCES TO ME IF I TENDER? The receipt of cash in exchange for LYONs pursuant to the Offer will be a taxable transaction to you for federal income tax purposes. You will generally recognize capital gain or loss on the sale of a LYON in an amount equal to the difference between (i) the amount of cash received for the LYON, and (ii) your "adjusted tax basis" for the LYON at the time of the sale. The capital gain or loss will be long-term if you held the LYON for more than one year at the time of the sale. An exception to this capital gain treatment may apply to you if you purchased a LYON at a "market discount." See Section 14 -- "Certain United States Federal Income Tax Consequences." This Statement includes only a summary of the possible tax consequences to you. You should consult with your own tax advisor regarding the actual tax consequences to you. - - - - - - - - - WHO CAN I TALK TO IF I HAVE QUESTIONS? You can call the Information Agent, MacKenzie Partners, Inc. at (212) 929-5500 (call collect) or (800) 322-2885 (toll free). Beneficial owners may also contact their brokers, dealers, commercial banks, trust companies or other nominees through which they hold the LYONs with questions and requests for assistance. -ii- TABLE OF CONTENTS
PAGE ------ Section 1. INTRODUCTION..........................................................................................1 Section 2. TERMS OF THE OFFER....................................................................................4 Section 3. SPECIAL CONSIDERATIONS RELATING TO THE OFFER..........................................................5 Section 4. PURPOSE OF THE OFFER..................................................................................5 Section 5. CERTAIN INFORMATION CONCERNING THE OFFEROR............................................................6 Section 6. PRICE RANGE OF LYONS AND COMMON SHARES; DIVIDENDS ON COMMON SHARES....................................7 Section 7. DESCRIPTION OF LYONS AND RELATED MATTERS..............................................................8 Section 8. ACCEPTANCE OF LYONS FOR PAYMENT......................................................................9 Section 9. EXPIRATION, EXTENSION, AMENDMENT OR TERMINATION OF THE OFFER.........................................10 Section 10. PROCEDURES FOR TENDERING LYONS.......................................................................11 Section 11. WITHDRAWAL OF TENDERS................................................................................13 Section 12. SOURCE AND AMOUNT OF FUNDS...........................................................................14 Section 13. CONDITIONS OF THE OFFER..............................................................................14 Section 14. CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES................................................14 Section 15. INFORMATION AGENT....................................................................................16 Section 16. DEPOSITARY...........................................................................................16 Section 17. FEES AND EXPENSES....................................................................................16 Section 18. MISCELLANEOUS........................................................................................17
SECTION 1. INTRODUCTION. United States Cellular Corporation, a Delaware corporation ("U.S. Cellular" or the "Offeror"), is offering, upon the terms and subject to the conditions set forth in this Offer to Purchase and Company Notice (as it may be supplemented or amended from time to time, the "Statement") and in the accompanying Letter of Transmittal and Purchase Notice (as it may be supplemented or amended from time to time, the "Letter of Transmittal" and, together with the Statement, the "Offer"), to purchase for cash at a price of $411.99 per $1,000 principal amount at maturity (the "Offer Consideration") all of its outstanding Liquid Yield Option Notes due 2015 ("LYONs"). The LYONs were issued under an indenture dated as of June 1, 1995 (the "Indenture"), between U.S. Cellular and Harris Trust and Savings Bank, as trustee. The Bank of New York has succeeded Harris Trust and Savings Bank as trustee (the "Trustee"). The Offer is required pursuant to the Indenture and the terms of the LYONs certificate. The Offer will expire at 5:00 p.m., New York City time, on June 15, 2000, unless extended (such time and date, as the same may be extended, the "Expiration Date.") If LYONs are accepted for payment pursuant to the Offer, only holders of LYONs who validly tender their LYONs pursuant to the Offer at or prior to 5:00 p.m., New York City time, on the Expiration Date will receive the Offer Consideration. LYONs tendered in the Offer may be withdrawn at any time prior to such date and time. In the event that the Offer is withdrawn or otherwise not completed for any reason, the Offer Consideration will not be paid or become payable to Holders of LYONs who have tendered their LYONs. In such event, the LYONs will be returned to the tendering Holders as promptly as practicable. Subject to applicable securities laws, the Indenture and the terms set forth in the Offer, the Offeror reserves the right to extend or to terminate the Offer or otherwise to amend the Offer in any respect. Any extension, amendment or termination will be followed as promptly as practicable by public announcement thereof, the announcement in the case of an extension of the Offer to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. Without limiting the manner in which any public announcement may be made, the Offeror shall have no obligation to publish, advertise or otherwise communicate any such public announcement other than by issuing a release to the Dow Jones News Service. Subject to applicable securities laws, the Offeror expressly reserves the absolute right, in its sole discretion, from time to time to purchase any LYONs that are not tendered or accepted in the Offer, through open market purchases, privately negotiated transactions, tender offers, exchange offers or otherwise, upon terms that may or may not differ materially from the terms of the Offer. THIS STATEMENT AND THE LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ BEFORE A DECISION IS MADE WITH RESPECT TO THE OFFER. U.S. CELLULAR DOES NOT MAKE ANY RECOMMENDATION AS TO WHETHER OR NOT HOLDERS OF LYONS SHOULD TENDER THEIR LYONS IN RESPONSE TO THE OFFER. Any Holder desiring to tender LYONs should either (a) in the case of a Holder who holds physical certificates evidencing such LYONs, complete and sign the accompanying Letter of Transmittal (or a facsimile thereof) in accordance with the instructions set forth therein, and send or deliver such manually signed Letter of Transmittal (or a manually signed facsimile thereof), together with the certificate(s) evidencing such LYONs and any other required documents, to The Bank of New York as Depositary (the "Depositary"), at the address set forth in the Letter of Transmittal, or (b) in the case of a Holder who holds LYONs in book-entry form, request such Holder's broker, dealer, commercial bank, trust company or other nominee to effect the transaction for such Holder. A beneficial owner who has LYONs registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee if such beneficial owner desires to tender LYONs. See Section 10 -- "Procedures for Tendering LYONs." The Depository Trust Company ("DTC") has authorized DTC participants that hold LYONs on behalf of beneficial owners of LYONs through DTC to tender their LYONs as if they were Holders. To effect a tender, DTC participants may, in lieu of delivering the Letter of Transmittal, transmit their acceptance to DTC through the DTC Automated Tender Offer Program ("ATOP") for which the transaction will be eligible and follow the procedure for book-entry transfer set forth in Section 10 --"Procedures for Tendering LYONs." A beneficial owner of LYONs that are held of record by a custodian bank, depositary, broker, trust company or other nominee must instruct such Holder to tender the LYONs on the beneficial owner's behalf. See Section 10 -- "Procedures for Tendering LYONs." Tendering Holders will not be obligated to pay brokerage fees or commissions of the Offeror, the Information Agent or the Depositary. No person has been authorized to give any information or make any representation other than those contained in this Statement or in the Letter of Transmittal and, if given or made, such information or representation must not be relied upon as having been authorized by the Offeror, the Information Agent or the Trustee. The Offer is not being made to Holders in any jurisdiction in which it is unlawful to make such offer. Neither the delivery of this Statement and related documents nor any purchase hereunder shall, under any circumstances, create any implication that the information contained herein is correct as of any time subsequent to its date or that there has been no change in the information set forth herein or in any attachments hereto or in the affairs of the Offeror since the date hereof. AVAILABLE INFORMATION AND INCORPORATION OF DOCUMENTS BY REFERENCE U.S. Cellular is subject to the reporting and other informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and, in accordance therewith, files reports, proxy statements and other information with the Securities and Exchange Commission (the "SEC"). Such reports, proxy statements and other information can be inspected and copied at the Public Reference Section of the SEC located at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington D.C. 20549 and at regional public reference facilities maintained by the SEC located at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661; and Seven World Trade Center, Suite 1300, New York, New York 10048. Copies of such material can be obtained from the Public Reference Section of the SEC at prescribed rates. Such material may also be accessed electronically by means of the SEC's home page on the Internet (http://www.sec.gov). Such reports and other information concerning U.S. Cellular may also be inspected and copied at the offices of the American Stock Exchange, 86 Trinity Place, New York, New York 10006. U.S. Cellular has filed with the SEC a Tender Offer Statement on Schedule TO, pursuant to Section 13(e)(4) of the Exchange Act and Rule 13e-4 promulgated thereunder, furnishing certain information with respect to the Offer. The Tender Offer Statement on Schedule TO and any amendments thereto, including exhibits, may be examined and copies may be obtained at the same places and in the same manner as set forth above (except that they will not be available at the regional offices of the SEC). The following documents filed by U.S. Cellular with the SEC are incorporated herein by reference and shall be deemed to be a part hereof and constitute an important part of this Statement: -2- 1. Annual Report on Form 10-K for the year ended December 31, 1999, including (i) those portions of U.S. Cellular's Notice of Annual Meeting and Proxy Statement dated April 18, 2000 that are incorporated therein and (ii) those portions of U.S. Cellular's Annual Report to Shareholders for 1999 that are incorporated therein and are attached thereto as Exhibit 13; 2. Quarterly Report on Form 10-Q for the quarter ended March 31, 2000; and 3. The Prospectus dated August 15, 1996 of U.S. Cellular relating to the LYONs, which includes a description of the LYONs and the Common Shares of U.S. Cellular. All documents and reports filed by U.S. Cellular with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Statement and on or prior to the earlier of the Payment Date or termination of the Offer shall be deemed incorporated herein by reference and shall be deemed to be a part hereof from the date of filing of such documents and reports. Any statement contained in a document incorporated or deemed to be incorporated by reference herein, or contained in this Statement, shall be deemed to be modified or superseded for purposes of this Statement to the extent that a statement contained herein or in any subsequently filed document or report that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Statement. The Offeror will provide without charge to each Holder, including any beneficial holder, to whom this Statement and related documents are delivered, upon the written or oral request of any such person, a copy of the Indenture relating to the LYONs and any or all documents that are incorporated herein by reference (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Such requests should be directed to: MacKenzie Partners, Inc. 156 Fifth Avenue New York, New York 10010 (212) 929-5500 (Call Collect) OR (800) 322-2885 (Toll Free) FORWARD-LOOKING STATEMENTS This Statement contains or incorporates by reference statements that are not based on historical fact, including those prefaced or qualified by the words "believes," "anticipates," "intends," "expects" or similar words. These statements constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included or incorporated by reference herein are forward-looking statements. 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. Important factors that may affect these forward-looking statements include, but are not limited to: changes in the overall economy; changes in competition in the markets in which U.S. Cellular operates; advances in telecommunications technology; changes in the telecommunications regulatory environment; pending and future litigation; and unanticipated changes in growth in cellular -3- customers, penetration rates, churn rates, roaming rates and the mix of products and services offered in our markets. Consequently, all of the forward-looking statements made or incorporated by reference in this Statement are expressly qualified in their entirety by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by the Offeror will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Offeror, its business or its operations. SECTION 2. TERMS OF THE OFFER Upon the terms and subject to the conditions set forth in this Statement and in the accompanying Letter of Transmittal (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), the Offeror is offering to purchase for cash all of the outstanding LYONs at a price of $411.99 for each $1,000 principal amount at maturity of LYONs tendered. Tendering Holders of LYONs purchased in the Offer will not be obligated to pay brokerage commissions or fees or to pay transfer taxes with respect to the purchase of their LYONs by the Offeror. The Offeror will pay all charges and expenses in connection with the Offer. LYONs may be tendered and will be accepted for purchase only in denominations of $1,000 principal amount at maturity and integral multiples thereof. All LYONs validly tendered in accordance with the procedures set forth in Section 10 -- "Procedures for Tendering LYONs" and not withdrawn in accordance with the procedures set forth in Section 11 -- "Withdrawal of Tenders" at or prior to the Expiration Date will, upon the terms and subject to the conditions of the Offer, be accepted for payment by the Offeror, and payment will be made therefor on the Payment Date. All LYONs validly tendered on or prior to 5:00 p.m. on the Expiration Date and not validly withdrawn will, upon the terms and subject to the conditions hereof (including the terms and conditions of any extension or amendment hereto), be accepted for payment by the Offeror on the business day immediately following the Expiration Date, which is expected to be June 16, 2000 (the "Acceptance Date"), and payments therefor will be made on a date promptly thereafter (the "Payment Date"). Each tendering Holder of LYONs whose LYONs are accepted for payment pursuant to the Offer will receive the same consideration therefor, per $1,000 principal amount at maturity thereof, as all other Holders of LYONs whose tenders are accepted. The Offeror will be obligated to accept for purchase and to pay for the LYONs validly tendered and not withdrawn pursuant to the Offer. Subject to applicable securities laws, the Indenture and the terms set forth in the Offer, the Offeror reserves the right to extend or to terminate the Offer or otherwise to amend the Offer in any respect. Any extension, amendment or termination will be followed as promptly as practicable by public announcement thereof, provided that, in the case of an extension of the Offer, the announcement will be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. Without limiting the manner in which any public announcement may be made, the Offeror shall have no obligation to publish, advertise or otherwise communicate any such public announcement other than by issuing a release to the Dow Jones News Service or as otherwise required by law. -4- If the Offeror makes a material change in the terms of the Offer or the information concerning the Offer, the Offeror will disseminate additional Offer materials and extend such Offer to the extent required by law or the Indenture. The Offeror makes no recommendation as to whether or not Holders of LYONs should tender their LYONs pursuant to the Offer. SECTION 3. SPECIAL CONSIDERATIONS RELATING TO THE OFFER THE FOLLOWING FACTORS, IN ADDITION TO THE OTHER INFORMATION DESCRIBED ELSEWHERE HEREIN, SHOULD BE CAREFULLY CONSIDERED BY EACH HOLDER OF LYONS BEFORE DECIDING WHETHER TO PARTICIPATE IN THE OFFER. MARKET PRICE AND CONVERSION VALUE OF LYONS. Pursuant to the requirements of the Indenture, the Offer Consideration is $411.99 per LYON (Issue Price plus Original Issue Discount through the Purchase Date). This is less than the value of the Common Shares into which the LYONs may be converted based on recent trading prices and is less than the recent trading prices of the LYONs. Accordingly, before tendering any LYONs, Holders of LYONs should consider the value of the U.S. Cellular Common Shares into which the LYONs may be converted and the recent trading prices of the LYONs. See Section 6 -- Price Range of LYONs and Common Shares; Dividends on Common Shares. Although the LYONs trade on the American Stock Exchange, there is limited trading activity in the LYONs. Accordingly, Holders of LYONs are urged to contact their brokers to obtain the best available information as to current bid prices. LIMITED TRADING MARKET. The LYONs were issued in 1995 and are listed on the American Stock Exchange. To the extent that the LYONs are tendered and accepted in the Offer, any existing trading market for the remaining LYONs will become more limited. A debt security with a smaller outstanding principal amount available for trading (a smaller "float") may command a lower price than would a comparable debt security with a greater float. Consequently, the liquidity, market value and price volatility of LYONs that remain outstanding may be materially and adversely affected. In addition, if sufficient LYONs are tendered, the LYONs could be delisted from the American Stock Exchange. In such event, Holders of LYONs not accepted for payment in the Offer may attempt to obtain quotations for their LYONs from their brokers; however, there can be no assurance that any trading market will exist for the LYONs following consummation of the Offer. The extent of the public market for the LYONs following consummation of the Offer would depend upon, among other things, the remaining outstanding principal amount at maturity of the LYONs at such time, the number of Holders of LYONs remaining at such time and the interest in maintaining a market in such LYONs on the part of securities firms. POSITION OF THE OFFEROR CONCERNING THE OFFER. The Board of Directors of U.S. Cellular has approved the Offer. However, U.S. Cellular is not making any recommendations to any Holder of LYONs as to whether to tender or refrain from tendering all or any portion of such Holder's LYONs. Each Holder must make such Holder's own decision whether to tender such Holder's LYONs. Holders of LYONs are urged to review carefully all of the information contained or incorporated by reference in this Statement. SECTION 4. PURPOSE OF THE OFFER The Offer to acquire all of the outstanding LYONs is required pursuant to Section 3.08 of the Indenture and Section 6 of the LYONs certificate. -5- Subject to applicable law, from time to time, the Offeror or its affiliates may acquire LYONs, whether or not the Offer is consummated, through open market purchases, privately negotiated transactions, tender offers, exchange offers or otherwise, upon such terms and at such prices as they may determine, which may be more or less than the price to be paid pursuant to the Offer and could be for cash or other consideration. The Board of Directors has authorized management to opportunistically repurchase LYONs in private transactions. The Company may also purchase a limited amount of LYONs in open-market transactions from time to time. SECTION 5. CERTAIN INFORMATION CONCERNING THE OFFEROR U.S. Cellular, the nation's eighth largest wireless carrier, provides wireless service to more than 2.7 million customers in 145 markets and owns interests in 35 additional markets. The Chicago-based company strives to make wireless communications simple, personal and affordable for its customers. U.S. Cellular is listed and traded as USM on the American Stock Exchange. The address of U.S. Cellular's principal executive offices is 8410 West Bryn Mawr Avenue, Suite 700, Chicago, Illinois 60631, and its telephone number is (312) 399-8900. Information with respect to the current principal occupation and background of the directors and executive officers is hereby incorporated by reference to the U.S. Cellular Notice of Annual Meeting and Proxy Statement dated April 18, 2000. The address of each such person is c/o United States Cellular Corporation, 8410 West Bryn Mawr Avenue, Suite 700, Chicago, Illinois 60631. Each of such persons is a citizen of the United States, except for Paul-Henri Denuit, a director of U.S. Cellular, who is a citizen of Belgium. For further information concerning the Offeror, see the documents incorporated by reference herein as described under "Available Information and Incorporation of Documents by Reference." The Offeror is a majority-owned subsidiary of Telephone and Data Systems, Inc. ("TDS"). As of the date of this Statement, TDS owns over 80% of the combined total of the outstanding Common Shares and Series A Common Shares of the Offeror and controls approximately 95% of the combined voting power of both classes of common stock. TDS also operates local exchange telephone subsidiaries through its wholly-owned subsidiary, TDS Telecommunications Corporation, and owns other interests in telecommunications companies. TDS is controlled by a voting trust pursuant to a voting trust agreement that expires on June 30, 2009 (the "Voting Trust"). Information about the Voting Trust, its trustees and beneficiaries, TDS and the directors and executive officers of TDS, is hereby incorporated by reference from the following documents filed with the SEC: -6- 1. TDS Annual Report on Form 10-K for the year ended December 31, 1999, including those portions of the TDS Notice of Annual Meeting and Proxy Statement dated April 19, 2000 that are incorporated by reference therein; 2. TDS Quarterly Report on Form 10-Q for the quarter ended March 31, 2000; and 3. TDS Schedule 13D with respect to U.S. Cellular (Amendment No. 13). SECTION 6. PRICE RANGE OF LYONS AND COMMON SHARES; DIVIDENDS ON COMMON SHARES The LYONs and the Common Shares are traded on the American Stock Exchange. The following table sets forth for the periods indicated the reported high and low sales prices for the LYONs and the Common Shares for the periods indicated.
LYONS COMMON SHARES ------------------------------- ------------------------------- HIGH LOW HIGH LOW ---- --- ---- --- Year Ended December 31, 1998: First Quarter................................ $ 389.90 $ 362.50 $ 34.75 $ 28.06 Second Quarter............................... 389.10 371.90 34.25 28.44 Third Quarter................................ 395.00 375.00 34.94 27.69 Fourth Quarter............................... 422.90 377.20 41.00 28.63 Year Ended December 31, 1999: First Quarter................................ 471.90 409.40 45.63 37.00 Second Quarter............................... 521.30 461.60 53.50 43.25 Third Quarter................................ 645.00 522.80 68.00 52.56 Fourth Quarter............................... 1,142.50 644.40 125.75 66.32 Year Ended December 31, 2000: First Quarter ............................... 967.90 554.10 104.00 52.94 Second Quarter (through May 10, 2000)........ 675.00 556.60 72.50 56.00
According to publicly available sources, the last reported bid price per LYON was $613.50 on May 10, 2000 and the reported closing price per Common Share was $63.56 on May 10, 2000. WE URGE LYONS HOLDERS TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE LYONS AND THE COMMON SHARES. U.S. Cellular has not declared or paid any cash dividends on the Common Shares and has no current intention to do so in the future. The Board of Directors has authorized management to opportunistically repurchase LYONs in private transactions. Pursuant to this authorization, U.S. Cellular repurchased 25,817 LYONs, at a price of $638.50 per LYON, in a private transaction with an institutional holder on May 8, 2000. The Company may also purchase a limited amount of LYONs in open-market transactions from time to time. In March 2000, the Board of Directors authorized the repurchase of up to 1.4 million Common Shares. A total of 1.4 million Common Shares was repurchased under this program as of May 2000. In May 2000, the Board of Directors authorized the repurchase of an additional 1.4 million Common Shares. The Board of Directors also previously authorized a program to repurchase a limited amount of shares on a quarterly basis, primarily for use in employee benefit plans. -7- The debt rating on U.S. Cellular's subordinated debt has been recently upgraded, as follows: On April 20, 2000, Moody's Investors Services upgraded the subordinated debt from Baa3 to Baa1; on May 9, 2000, Duff & Phelps Credit Rating Co. upgraded the subordinated debt from BBB+ to A; and on May 10, 2000, Standard & Poor's Rating Services upgraded the subordinated debt from BBB- to BBB+. SECTION 7. DESCRIPTION OF LYONS AND RELATED MATTERS U.S. Cellular issued $745,000,000 in principal amount at maturity of LYONs on June 13, 1995. As of May 10, 2000, $704,491,000 in principal amount at maturity of LYONs was outstanding. The LYONs are unsecured obligations of U.S. Cellular and are subordinated to all existing and future Senior Indebtedness of U.S. Cellular. The Issue Price per LYON was $306.46 (30.646% of principal amount at maturity) and there are no periodic payments of interest on the LYONs. The Issue Price of each LYON represents a yield to maturity of 6% per annum (computed on a semi-annual bond equivalent basis) calculated from June 13, 1995. The LYONs mature on June 15, 2015. The LYONs are subject to optional redemption by U.S. Cellular on and after June 15, 2000. In the event of redemption of the LYONs prior to maturity, the amount payable with respect to each LYON is the amount equal to the Issue Price per LYON plus the accrued Original Issue Discount to the date of redemption. Each LYON is convertible at the option of the Holder at any time on or prior to maturity, unless previously redeemed or otherwise purchased by U.S. Cellular. Upon conversion, U.S. Cellular may elect to deliver either (i) Common Shares at a conversion rate of 9.475 shares per LYON or (ii) cash equal to the market value of the Common Shares into which the LYONs are convertible. The Common Shares are currently listed on the American Stock Exchange under the symbol USM. Upon conversion, the Holder will not receive any cash payment representing accrued Original Issue Discount; such accrued Original Issue Discount will be deemed paid by the Common Shares or cash received on conversion, unless such LYON remains outstanding pursuant to a Common Share Delivery Arrangement entered into by U.S. Cellular with a Standby Share Deliverer in respect of such conversion. In connection with the conversion of any LYON, U.S. Cellular may enter into a Common Share Delivery Arrangement with a third party Standby Share Deliverer, currently Merrill Lynch & Co., Inc., whereby, upon the agreement of the Standby Share Deliverer to so act in connection with such conversion, it will deliver the Common Shares (and any cash payment in lieu of a fractional Common Share) deliverable to the Holder upon such conversion, through the conversion agent, in the same amounts and within the same time periods as if U.S. Cellular were to deliver the Common Shares. As a result of such a Common Share Delivery Arrangement, the converted LYON will not be retired or cancelled, but will remain outstanding with the Standby Share Deliverer becoming the Holder thereof. The Standby Share Deliverer may resell such LYONs. TDS and Merrill Lynch are parties to a Securities Loan Agreement which provides that, subject to certain restrictions, Merrill Lynch may, with the agreement of TDS, from time to time borrow, return and reborrow from TDS up to 750,000 Common Shares, which number of Common Shares may be reduced from time to time by TDS. TDS has reduced the number of Common Shares that may be borrowed by Merrill Lynch to zero. Accordingly, this agreement is no longer operative. U.S. Cellular is required to purchase LYONs, at the option of the Holder, as of June 15, 2000 for a purchase price per LYON of $411.99 (Issue Price plus accrued Original Issue Discount through such -8- date). Under the Indenture, U.S. Cellular may also elect to offer to purchase LYONs, at the option of the Holder, as of June 15, 2005 for a purchase price per LYON of $553.68 (Issue Price plus accrued Original Issue Discount through such date). U.S. Cellular has elected not to offer to purchase LYONs as of June 15, 2005. Under the Indenture, U.S. Cellular, at its option, may elect to pay the purchase price as of June 15, 2000 in cash, Common Shares or publicly traded common equity securities (the "TDS Common Equity Securities") of TDS, or any combination thereof. U.S. Cellular has elected to pay cash. The LYONs are not redeemable by U.S. Cellular prior to June 15, 2000. Beginning on June 15, 2000, the LYONs are redeemable for cash at any time at the option of U.S. Cellular, in whole or in part, at redemption prices equal to the Issue Price plus accrued Original Issue Discount through the date of redemption. U.S. Cellular has no current plans or intentions to redeem any LYONs. The LYONs are currently listed for trading on the American Stock Exchange. SECTION 8. ACCEPTANCE OF LYONS FOR PAYMENT Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), the Indenture and applicable law, the Offeror will, on the Payment Date, which shall occur promptly after the Acceptance Date, pay the Offer Consideration for all LYONs validly tendered and not withdrawn under the Offer. Such payment will be made by the deposit of the Offer Consideration in immediately available funds by the Offeror on the Acceptance Date with the Depositary, which will act as agent for tendering Holders for the purpose of receiving payment from the Offeror and transmitting such payment to tendering Holders. The Offeror expressly reserves the right, in its sole discretion, to delay acceptance for payment of LYONs tendered under the Offer or the payment for LYONs accepted for purchase (subject to the requirements of the Indenture and subject to Rule 14e-1(c) under the Exchange Act, which requires that the Offeror pay the consideration offered or return the LYONs deposited by or on behalf of the Holders of LYONs promptly after the termination or withdrawal of the Offer); or to terminate the Offer, in order to comply, in whole or in part, with any applicable law. In all cases, payment by the Depositary for LYONs accepted for purchase pursuant to the Offer to Holders or beneficial owners will be made only after timely receipt by the Depositary of (i) certificates representing such LYONs or timely confirmation of a book-entry transfer of such LYONs into the Depositary's account at DTC pursuant to the procedures set forth under Section 10 -- "Procedures for Tendering LYONs," (ii) a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof) or a properly transmitted Agent's Message (as defined herein) and (iii) any other documents required by the Letter of Transmittal, as applicable. For purposes of the Offer, the Offeror will be deemed to have accepted for purchase validly tendered LYONs (or defectively tendered LYONs with respect to which the Offeror has waived such defect) if, as and when the Offeror gives oral or written notice thereof to the Depositary. With respect to all LYONs so accepted, the Offeror will, on the Acceptance Date, deposit the aggregate Offer Consideration, to the extent payable, in immediately available funds with the Depositary, which will act as agent for tendering Holders for the purpose of receiving payments from the Offeror and transmitting such payments to the tendering Holders. Under no circumstances will there be any further accretion of the principal amount because of any delay in the transmission of funds to the Holders of purchased LYONs or otherwise. Tenders of LYONs pursuant to the Offer will be accepted only in principal amounts at maturity equal to $1,000 or integral multiples thereof. -9- If any tendered LYONs are not accepted for payment for any reason pursuant to the terms and conditions of the Offer or if certificates are submitted evidencing more LYONs than are tendered, certificates evidencing unpurchased LYONs will be returned, without expense, to the tendering Holder (or, in the case of LYONs tendered by book-entry transfer into the Depositary's account at the Book-Entry Transfer Facility pursuant to the procedure set forth in Section 10 -- "Procedures for Tendering LYONs - Book Entry Delivery Procedures" below, such LYONs will be credited to an account maintained at the Book Entry Transfer Facility designated by the participant therein who so delivered such LYONs), as promptly as practicable following the Expiration Date or the termination of the Offer. The Offeror reserves the right to transfer or assign, in whole at any time or in part from time to time, to one or more of its affiliates, the right to purchase LYONs tendered pursuant to the Offer, but any such transfer or assignment will not relieve the Offeror of its obligations under the Offer or prejudice the rights of tendering Holders to receive payments for LYONs validly tendered and accepted for payment pursuant to the Offer. SECTION 9. EXPIRATION, EXTENSION, AMENDMENT OR TERMINATION OF THE OFFER The Offer will expire at 5:00 p.m., New York City time, on June 15, 2000, unless extended (such date and time, as the same may be extended, the "Expiration Date"). The Offeror expressly reserves the right, at any time or from time to time, subject to the requirements of the Indenture and applicable law, (i) to extend the period of time during which the Offer is open and thereby delay acceptance for payment of, and the payment for, the LYONs, by giving oral or written notice of such extension to the Depositary and (ii) to amend the Offer in any respect by giving oral or written notice of such amendment to the Depositary. Any extension, amendment or termination will be followed as promptly as practicable by public announcement thereof, such announcement in the case of an extension to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. Without limiting the manner in which the Offeror may choose to make any public announcement, the Offeror shall have no obligation to publish, advertise or otherwise communicate any such public announcement other than by issuing a release to the Dow Jones News Service. If the Offeror extends the Offer, or if, for any reason, the acceptance for payment of, or the payment for, LYONs is delayed or if the Offeror is unable to accept for payment or pay for LYONs pursuant to the Offer, then, without prejudice to the Offeror's rights under the Offer, the Depositary may retain tendered LYONs on behalf of the Offeror, and such LYONs may not be withdrawn except to the extent tendering Holders are entitled to withdrawal rights as described in Section 11 -- "Withdrawal of Tenders." However, the ability of the Offeror to delay the payment for LYONs which the Offeror has accepted for payment is limited by the Indenture and by Rule 14e-1(c) under the Exchange Act, which requires that a bidder pay the consideration offered or return the securities deposited by or on behalf of holders of securities promptly after the termination of withdrawal of a tender offer. If the Offeror makes a material change in the terms of the Offer or the information concerning such Offer or waives a material condition of such Offer, the Offeror will disseminate additional tender offer materials and extend such Offer, in each case to the extent required by law. -10- SECTION 10. PROCEDURES FOR TENDERING LYONS Holders will not be entitled to receive the Offer Consideration unless they tender their LYONs at or prior to 5:00 p.m., New York City time, on the Expiration Date. TENDER OF LYONS. The tender by a Holder of LYONs (and subsequent acceptance of such tender by the Offeror) pursuant to one of the procedures set forth below will constitute a binding agreement between such Holder and the Offeror in accordance with the terms and subject to the conditions set forth herein and in the Letter of Transmittal. Only Holders are authorized to tender their LYONs. The Procedures by which LYONs may be tendered by beneficial owners that are not Holders will depend upon the manner in which the LYONs are held. Holders may not transfer LYONs in connection with the tender. TENDER OF LYONS HELD IN PHYSICAL FORM. To effectively tender LYONs held in physical form pursuant to the Offer, a properly completed Letter of Transmittal (or a facsimile thereof) duly executed by the Holder thereof, and any other documents required by the Letter of Transmittal, must be received by the Depositary at its address set forth on the back cover of this Statement (or delivery of LYONs may be effected through the deposit of LYONs with DTC and making book-entry delivery as set forth below), at or prior to 5:00 p.m., New York City time, on the Expiration Date. LETTERS OF TRANSMITTAL AND LYONS SHOULD BE SENT ONLY TO THE DEPOSITARY AND SHOULD NOT BE SENT TO THE OFFEROR OR THE INFORMATION AGENT. Any LYONs tendered must be registered in the name of a person that signs the Letter of Transmittal. TENDER OF LYONS HELD THROUGH A CUSTODIAN. To effectively tender LYONs that are held of record by a custodian bank, depositary, broker, trust company or other nominee, the beneficial owner thereof must instruct such Holder to tender the LYONs on the beneficial owner's behalf. TENDER OF LYONS HELD THROUGH DTC. To effectively tender LYONs that are held through DTC, DTC participants may, in lieu of physically completing and signing the Letter of Transmittal and delivering it to the Depositary, electronically transmit their acceptance through the Automated Tender Offer Program ("ATOP") for which the transaction will be eligible and DTC will then edit and verify the acceptance and send an Agent's Message (as defined herein) to the Depositary for its acceptance. Delivery of tendered LYONs must be made to the Depositary pursuant to the book-entry delivery procedures set forth below or the tendering DTC participant must comply with the guaranteed delivery procedures set forth below. THE METHOD OF DELIVERY OF LYONS, THE RELATED LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC, IS AT THE ELECTION AND RISK OF THE PERSON TENDERING SUCH LYONS AND DELIVERING SUCH LETTER OF TRANSMITTAL AND, EXCEPT AS OTHERWISE PROVIDED IN THE LETTER OF TRANSMITTAL, DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF SUCH DELIVERY IS BY MAIL, IT IS SUGGESTED THAT THE HOLDER USE PROPERLY INSURED, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, AND THAT THE MAILING BE MADE SUFFICIENTLY IN ADVANCE OF 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE TO PERMIT DELIVERY TO THE DEPOSITARY PRIOR TO SUCH DATE. BOOK-ENTRY DELIVERY PROCEDURES. The Depositary will establish accounts with respect to the LYONs at DTC for purposes of the Offer within two business days after the date of this Statement, and any financial institution that is a participant in DTC may make book-entry delivery of the LYONs by causing DTC to transfer such LYONs into the Depositary's account at DTC in accordance with DTC's procedures for such transfer. However, timely book-entry delivery of notes pursuant to the Offer requires receipt of a -11- confirmation (a "Book-Entry Confirmation") at or prior to the Expiration Date. Although delivery of LYONs may be effected through book-entry transfer into the Depositary's account at DTC, the Letter of Transmittal (or facsimile thereof), and any other required documents, must, in any case, be transmitted to and received by the Depositary at one or more of its addresses set forth on the back cover of this Statement at or prior to 5:00 p.m., New York City time, on the Expiration Date to receive payment for tendered LYONs. DELIVERY OF A DOCUMENT TO DTC DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. Holders desiring to tender LYONs on the Expiration Date should also note that such Holders must allow sufficient time for completion of the ATOP procedures during the normal business hours of DTC on that date. The confirmation of a book-entry transfer into the Depositary's account at DTC as described above is referred to herein as a "Book-Entry Confirmation." The term "Agent's Message" means a message transmitted by DTC to, and received by, the Depositary and forming a part of the Book-Entry Confirmation, which states that DTC has received an express acknowledgment from each participant in DTC tendering the LYONs and that such participants have received the Letter of Transmittal and agree to be bound by the terms of the Letter of Transmittal and the Offeror may enforce such agreement against such participants. All LYONs tendered must be tendered (i) by a registered Holder of LYONs (or by a participant in DTC whose name appears on a security position listing as the owner of such LYONs), or (ii) for the account of a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc. ("NASD") or a commercial bank or trust company having an office or correspondent in the United States (each of the foregoing being referred to as an "Eligible Institution"). See Instruction 1 of the Letter of Transmittal. LYONs must be registered in the name of a person that signs the Letter of Transmittal. LYONs not accepted for payment or not tendered will not be returned to any person other than the registered Holder. Notwithstanding any other provision hereof, payment for LYONs tendered and accepted for payment pursuant to the Offer will, in all cases, be made only after receipt by the Depositary of the tendered LYONs (or Book-Entry Confirmation, including by means of an Agent's Message, of the transfer of such LYONs into the Depositary's account at DTC as described above), and a Letter of Transmittal (or facsimile copy thereof) with respect to such LYONs, properly completed and duly executed, with any other documents required by the Letter of Transmittal. BACKUP FEDERAL INCOME TAX WITHHOLDING. To prevent backup federal income tax withholding, each tendering Holder of LYONs must provide the Depositary with such Holder's correct taxpayer identification number and certify that such Holder is not subject to backup federal income tax withholding by completing the Substitute Form W-9 included in the Letter of Transmittal. See Section 14 -- "Certain United States Federal Income Tax Consequences." DETERMINATION OF VALIDITY. All questions as to the form of all documents and the validity, form, eligibility (including time of receipt) and acceptance of any tendered LYONs pursuant to any of the procedures described above will be determined by the Offeror, in its sole discretion, whose determination shall be final and binding. Conditional or contingent tenders will not be considered valid. The Offeror reserves the absolute right to reject any or all tenders of LYONs determined by it not to be in proper form or if the acceptance for payment of, or payment for, such LYONs may, in the opinion of the Offeror, be unlawful. The Offeror also reserves the absolute right, in its sole discretion, to waive any defects or irregularities in any tender as to particular LYONs whether or not similar defects or irregularities are waived in the case of other Holders. The interpretation of the Offeror of the terms and conditions of the Offer (including the Letter of Transmittal and the Instructions thereto) will be final and binding. Any defect or irregularity in connection with tenders of LYONs must be cured within such time as the Offeror determines, unless waived by the Offeror. None of the Offeror, the Depositary, the Information Agent, -12- or any other person will be under any duty to give notice of any defects or irregularities in tenders of LYONs, or will incur any liability to Holders for failure to give any such notice. If the Offeror waives its right to reject a defective tender of LYONs, the tendering Holder will be entitled to the applicable payments. SECTION 11. WITHDRAWAL OF TENDERS Tenders of LYONs may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date but not thereafter except as set forth below. In addition, tenders of LYONs may be validly withdrawn if the Offer is terminated without any LYONs being purchased thereunder. In the event of a termination of the Offer, the LYONs tendered pursuant to the Offer will be promptly returned to the tendering Holder. Tenders of LYONs may also be withdrawn, if not yet accepted for payment, after the expiration of 40 business days from the date of this Statement. For a withdrawal of a tender of LYONs to be effective, a written, telegraphic or facsimile transmission notice of withdrawal or revocation or a "Request Message" as defined below must be received by the Depositary at or prior to 5:00 p.m., New York City time, on the Expiration Date at its address set forth on the back cover of this Statement. Any notice of withdrawal or revocation must (i) specify the name of the person who tendered the LYONs to be withdrawn, (ii) contain a description of the LYONs to be withdrawn, and identify the certificate number or numbers shown on the particular certificates evidencing such LYONs (unless such LYONs were tendered by book-entry transfer) and the aggregate principal amount at maturity represented by such LYONs and (iii) be signed by the Holder of such LYONs in the same manner as the original signature on the Letter of Transmittal by which such LYONs were tendered, or be accompanied by (x) documents of transfer sufficient to have the Trustee register the transfer of LYONs into the name of the person withdrawing such LYONs and (y) a properly completed irrevocable proxy that authorizes such person to effect such withdrawal or revocation on behalf of such Holder. In lieu of submitting a written, telegraphic or facsimile transmission note of withdrawal or revocation, DTC participants may electronically transmit a request for withdrawal or revocation to DTC. DTC will then edit the request and send a Request Message to the Depositary. The term "Request Message" means a message transmitted by DTC and received by the Depositary, which states that DTC has received a request for withdrawal or revocation from a DTC participant and identifies the LYONs to which such request relates. If the LYONs to be withdrawn have been delivered or otherwise identified to the Depositary, a timely and properly completed and presented notice of withdrawal or revocation or a Request Message is effective immediately upon receipt thereof even if physical release is not yet effected. Any LYONs properly withdrawn will be deemed to be not validly tendered for purposes of the Offer. Withdrawn LYONs may be retendered by following one of the procedures described in Section 10 -- "Procedures for Tendering LYONs," at any time at or prior to the Expiration Date. Withdrawal of LYONs can be accomplished only in accordance with the foregoing procedures. ALL QUESTIONS AS TO THE FORM AND VALIDITY (INCLUDING TIME OF RECEIPT) OF NOTICES OF WITHDRAWAL OR REVOCATION, INCLUDING A REQUEST MESSAGE, WILL BE DETERMINED BY THE OFFEROR, IN ITS SOLE DISCRETION (WHOSE DETERMINATION SHALL BE FINAL AND BINDING). NONE OF THE OFFEROR, THE DEPOSITARY, THE INFORMATION AGENT, THE TRUSTEE OR ANY OTHER PERSON WILL BE UNDER ANY DUTY TO GIVE NOTIFICATION OF ANY DEFECTS OR IRREGULARITIES IN ANY NOTICE OF WITHDRAWAL OR REVOCATION OR REQUEST MESSAGE OR INCUR ANY LIABILITY FOR FAILURE TO GIVE ANY SUCH NOTIFICATION. -13- SECTION 12. SOURCE AND AMOUNT OF FUNDS The total amount of funds required by the Offeror to purchase all of the LYONs pursuant to the Offer and to pay related fees and expenses is estimated to be approximately $290,408,000 (assuming 100% of the outstanding principal amount at maturity of LYONs are tendered and accepted for payment). Due to the fact that the recent conversion value and trading prices of the LYONs exceeds the Offer Consideration, the Offeror does not expect that it will need to finance the repurchase of any LYONs. In the event any LYONs are tendered and accepted for payment, the Offeror plans to obtain any funds necessary to purchase any such LYONs using cash on hand and borrowings under its $500,000,000 Revolving Credit Facility. There are no borrowings under this Revolving Credit Facility at the present time. The terms of this Revolving Credit Facility provide for borrowings with interest at the London InterBank Offered Rate (LIBOR) plus 19.5 basis points. Interest and principal are due the last day of the borrowing period, as selected by U.S. Cellular, of either seven days or one, two, three or six months. The Offeror has sufficient cash on hand and borrowing capacity under this facility to repurchase all of the LYONs, if necessary. Accordingly, the Offer is not conditioned on the obtaining of financing. It is anticipated that any indebtedness incurred by the Offeror in connection with the Offer will be repaid from funds generated internally by the Offeror and its subsidiaries, through additional borrowings, through application of proceeds of dispositions or through a combination of two or more such sources. No final decisions have been made concerning the method Offeror will employ to repay any such indebtedness. Such decisions, when made, will be based on Offeror's review from time to time of the advisability of particular actions, as well as on prevailing interest rates and financial and other economic conditions. SECTION 13. CONDITIONS OF THE OFFER Notwithstanding any other provisions of the Offer and in addition to (and not in limitation of) any rights Offeror may have to extend and/or amend the Offer, the Offeror shall not be required to accept for payment or pay for, and may delay the acceptance for payment of, or payment for, any tendered LYONs, subject to the requirements of the Indenture and Rule 14e-1(c) under the Exchange Act, and the Offeror may terminate the Offer, if any order, statute, rule, regulation, executive order, stay, decree, judgment or injunction enacted, entered, issued, promulgated, enforced or deemed applicable by any court or governmental, regulatory or administrative agency or instrumentality would prohibit, prevent, restrict or delay consummation of the Offer. SECTION 14. CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES The following discussion summarizes certain United States federal income tax consequences resulting from the sale of the LYONs pursuant to the Offer. It is provided for general informational purposes only. It is based on the Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations promulgated thereunder, Internal Revenue Service ("IRS") rulings, and judicial decisions, all as in effect on the date hereof, and all of which are subject to change, possibly with retroactive effect. The discussion does not address all of the federal income tax consequences that may be relevant to a Holder in light of its particular tax situation or to certain classes of Holders subject to special treatment under the federal income tax laws, nor does it address any aspect of gift, estate, state, local or foreign taxation. The tax treatment of a Holder may vary depending upon its particular circumstances, and certain Holders (including insurance companies, tax-exempt organizations, financial institutions, broker-dealers and foreign corporations) may be subject to special rules not discussed below. The discussion assumes that -14- each Holder is a U.S. Person (as defined below) and that the LYONs are held as "capital assets" within the meaning of section 1221 of the Code. As used herein, a U.S. Person means (i) a citizen or resident of the United States, (ii) a corporation created or organized in or under the laws of the United States or of any political subdivision thereof, (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source or (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust. EACH HOLDER IS URGED TO CONSULT ITS OWN TAX ADVISOR REGARDING THE TAX CONSEQUENCES TO IT OF TENDERING OR FAILING TO TENDER LYONS, INCLUDING THE APPLICATION AND EFFECT OF ANY STATE, LOCAL, FOREIGN OR OTHER TAX LAWS. SALE OF LYONS PURSUANT TO THE OFFER. The receipt of cash in exchange for LYONs pursuant to the Offer will be a taxable transaction for federal income tax purposes. A Holder will generally recognize capital gain (subject to the market discount rules discussed below) or loss on the sale of a LYON in an amount equal to the difference between (i) the amount of cash received for the LYON, and (ii) the Holder's "adjusted tax basis" for the LYON at the time of the sale. The capital gain or loss will be long-term if the Holder held the LYON for more than one year at the time of the sale. Generally, a Holder's adjusted tax basis for a LYON will be equal to the cost of the LYON to the Holder, increased by the amount of the original issue discount ("OID") previously included in the Holder's income. (OID generally is the excess of the stated redemption price at maturity of a LYON over its issue price and a ratable daily portion thereof must be included in income by a Holder on a constant yield basis.) In addition, a Holder's adjusted tax basis in a LYON would be increased by any amount previously included in income pursuant to an election to include market discount in income currently, and would be decreased by any acquisition premium which the Holder has previously offset against OID accruals. An exception to the capital gain treatment described above may apply to a Holder who purchased a LYON at a "market discount." The market discount on a LYON is the excess of the adjusted issue price of the LYON over the Holder's adjusted tax basis in the LYON immediately after its acquisition by the Holder (subject to a DE MINIMIS exception pursuant to which market discount is considered to be zero if it is less than 0.25 of one percent of adjusted issue price multiplied by the number of complete years to maturity from the date of acquisition). In general, any gain realized by a Holder on the sale of a LYON having market discount will be treated as ordinary income to the extent of the market discount that has accrued (on a straight line basis or, at the election of the Holder, on a constant yield basis) while such LYON was held by the Holder, unless the Holder has elected to include market discount in income currently as it accrues. INFORMATION REPORTING. Information statements will be provided to the IRS and the Holders whose LYONs are sold pursuant to the Offer reporting the payment of the Offer Consideration (except with respect to Holders that are exempt from the information reporting rules, such as corporations and tax-exempt organizations). BACKUP WITHHOLDING AND SUBSTITUTE FORM W-9. Under federal income tax law, a backup withholding tax equal to 31% of the Offer Consideration will apply if a Holder who tenders LYONs is not exempt from backup withholding and (i) fails to furnish such Holder's Taxpayer Identification Number ("TIN") (which, for an individual, is his or her Social Security Number) to the Depositary (as payor) in the manner required, (ii) furnishes an incorrect TIN and the payor is so notified by the IRS, (iii) is notified by the IRS that such Holder has failed to report repayments of interest and dividends or (iv) in certain circumstances, fails to certify, under penalties of perjury, that such Holder has not been notified by the IRS that such -15- Holder is subject to backup withholding. Backup withholding does not apply to payments made to certain exempt recipients, such as corporations and tax-exempt organizations. Backup withholding is not an additional tax. Rather, any amounts withheld from a payment to a Holder under the backup withholding rules are allowed as a refund or credit against such Holder's federal income tax liability, provided that the required information is furnished to the IRS. IF THE DEPOSITARY IS NOT PROVIDED WITH THE CORRECT TIN, THE HOLDER MAY BE SUBJECT TO A PENALTY IMPOSED BY THE IRS. To prevent backup withholding, a Holder or other payee that is not an exempt recipient should complete the Substitute Form W-9 in the Letter of Transmittal certifying that the TIN provided on such form is correct and that such Holder or other payee is not subject to backup withholding. SECTION 15. INFORMATION AGENT MacKenzie Partners, Inc. has been appointed as Information Agent for the Offer. Questions and requests for assistance or additional copies of this Statement, the Letter of Transmittal or any other document may be directed to the Information Agent at the address and telephone numbers set forth on the back cover of this Statement. Holders of LYONs may also contact their broker, dealer, commercial bank or trust company for assistance concerning the Offer. SECTION 16. DEPOSITARY The Bank of New York has been appointed as Depositary for the Offer. The Bank of New York and/or its affiliates may act as depository for and/or have other customary banking relationships with the Offeror. Letters of Transmittal and all correspondence in connection with the Offer should be sent or delivered by each Holder or a beneficial owner's broker, dealer, commercial bank, trust company or other nominee to the Depositary at the address and telephone number set forth on the back cover of this Statement. Any Holder or beneficial owner that has questions concerning tender procedures should contact the Depositary at the address and telephone number set forth on the back cover of this Statement. Any Holder or beneficial owner who has questions concerning tender procedures or whose LYONs have been mutilated, lost, stolen or destroyed should contact the Depositary at the address and telephone number set forth on the back cover of this Statement. SECTION 17. FEES AND EXPENSES Costs of the Offer will be borne by the Offeror and are estimated to be approximately $165,000. These costs include primarily legal fees ($75,000), SEC filing fees ($58,000), printing and shipping costs ($10,000), fees and expenses of Information Agent, including mailing costs ($20,000), and other costs, including the fees and expenses of the Depositary and Trustee ($2,000). In addition to reasonable and customary fees and expenses of the Information Agent, the Depositary and the Trustee, the Offeror will pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of this Statement, the Letter of Transmittal and any related documents to the beneficial owners of the LYONs, and in handling or forwarding Letters of Transmittal for their customers. The Offeror will not pay any fees or commissions to any broker, dealer or other person for soliciting tenders of LYONs pursuant to the Offer. -16- SECTION 18. MISCELLANEOUS The Offeror is not aware of any jurisdiction in which the making of the Offer is not in compliance with applicable law. If the Offeror becomes aware of any jurisdiction in which the making of the Offer would not be in compliance with applicable law, the Offeror will make a good faith effort to comply with any such law. If, after such good faith effort, the Offeror cannot comply with any such law, the Offer will not be made to (nor will tenders of LYONs be accepted from or on behalf of) the owners of LYONs residing in such jurisdiction. UNITED STATES CELLULAR CORPORATION May 15, 2000 -17- Copies and manually signed facsimile copies of the Letter of Transmittal will be accepted. The Letter of Transmittal, certificates for the LYONs and any other required documents should be sent by each Holder or such Holder's banker, dealer, commercial bank, trust company or other nominee to the Depositary at one of the addresses set forth below. The Depositary for the Offer is: THE BANK OF NEW YORK 101 Barclay Street Floor 21 West New York, New York 10286 Attention: Corporate Trust Administration BY FACSIMILE FOR ELIGIBLE INSTITUTIONS: (212) 815-5915 FOR CONFIRMATION AND/OR INFORMATION CALL: (212) 815-6339 Any questions or requests for assistance or additional copies of this Statement or the Letter of Transmittal may be directed to the Information Agent as listed below. Beneficial owners may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer. The Information Agent for the Offer is: MACKENZIE PARTNERS, INC. 156 Fifth Avenue New York, New York 10010 (212) 929-5500 (Call Collect) OR (800) 322-2885 (Toll Free) EX-99.(A)(2) 3 EXHIBIT 99(A)(2) LETTER OF TRANSMITTAL AND PURCHASE NOTICE TO TENDER LIQUID YIELD OPTION NOTES DUE 2015 (CUSIP NO. 911684 AA 6) OF UNITED STATES CELLULAR CORPORATION PURSUANT TO THE OFFER TO PURCHASE AND COMPANY NOTICE DATED MAY 15, 2000 - - - - - - - - -------------------------------------------------------------------------------- THE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 15, 2000, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED, THE "EXPIRATION DATE"). IF LYONS ARE ACCEPTED FOR PAYMENT PURSUANT TO THE OFFER, ONLY HOLDERS OF LYONS WHO VALIDLY TENDER THEIR LYONS PURSUANT TO THE OFFER AT OR PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE WILL RECEIVE THE OFFER CONSIDERATION. LYONS TENDERED IN THE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO SUCH DATE AND TIME. - - - - - - - - -------------------------------------------------------------------------------- THE DEPOSITARY FOR THE OFFER IS: THE BANK OF NEW YORK 101 BARCLAY STREET FLOOR 21 WEST NEW YORK, NEW YORK 10286 BY FACSIMILE: (212) 815-5915 CONFIRM BY TELEPHONE: (212) 815-6339 Delivery of this Letter of Transmittal to an address, or transmission via facsimile, other than as set forth above, will not constitute a valid delivery. The Information Agent for the Offer is: MACKENZIE PARTNERS, INC. 156 Fifth Avenue New York, New York 10010 (212) 929-5500 (Call Collect) OR (800) 322-2885 (Toll Free) The undersigned acknowledges receipt of the Offer to Purchase and Company Notice (as amended or supplemented from time to time, the "Statement"), of United States Cellular Corporation, a Delaware corporation (the "Offeror"), relating to its Liquid Yield Option Notes due 2015 (the "LYONs"), and this Letter of Transmittal and Purchase Notice and instructions hereto (the "Letter of Transmittal" and, together with the Statement, the "Offer Documents"), which together constitute the Offeror's offer (the "Offer") to purchase any and all of the LYONs, upon the terms and subject to the conditions set forth in the Offer Documents, from registered holders (the "Holders") of LYONs issued pursuant to the Indenture dated as of June 1, 1995, as amended and supplemented (the "Indenture"), between U.S. Cellular and Harris Trust and Savings Bank, as the Trustee. The Bank of New York has succeeded Harris Trust and Savings Bank as Trustee. All capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Statement. PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE CHECKING ANY BOX BELOW. This Letter of Transmittal is to be used by holders of LYONs (the "Holders") if: (i) certificates representing such LYONs are to be physically delivered to The Bank of New York (the "Depositary") herewith by such Holders; or (ii) tender of such LYONs is to be made by book-entry transfer to the Depositary's account at The Depository Trust Company ("DTC") (the "Book Entry Transfer Facility") pursuant to the procedures set forth in the Statement under the caption "Procedures for Tendering LYONs, Book-Entry Delivery Procedures" by any financial institution that is a participant in DTC and whose name appears on a security listing as the owner of LYONs; and, in each case, instructions are not being transmitted through the DTC Automated Tender Offer Program ("ATOP"). In the event that the Offer is withdrawn or otherwise not completed, the Offer Consideration will not be paid or become payable to Holders of LYONs who have validly tendered their LYONs in connection with such Offer. The Offer is made upon the terms and subject to the conditions set forth in the Statement and herein. Your bank or broker can assist you in completing this form. The instructions included with this Letter of Transmittal must be followed. Questions and requests for assistance or for additional copies of the Offer Documents may be directed to the Information Agent, whose address and telephone numbers appear on the front cover of this Letter of Transmittal. See Instruction 9 below. TAXPAYER IDENTIFICATION NUMBER AND BACKUP WITHHOLDING. Under Federal income tax law, certain United States Holders whose LYONs are accepted for payment are required to provide the Depositary (as payer) with such United States Holder's correct taxpayer identification number ("TIN") on the Substitute Form W-9 (included as part of the Letter of Transmittal). If the United States Holder is an individual, the TIN is his or her social security number. If the Depositary is not provided with the correct TIN, the United States Holder may be subject to a $50 penalty imposed by the IRS. In addition, payments that are made to such Holder may be subject to backup withholding. Additionally, any United States Holder who has been notified by the IRS that it has failed to report all interest and dividends required to be shown on its federal income tax returns will also be subject to backup withholding. Certain United States Holders (including, among others, corporations) are not subject to these backup withholding and reporting requirements. If backup withholding applies, the Depositary is required to withhold 31% of any payment made to the United States Holder. Backup withholding is not an additional tax; any amounts so withheld may be credited against the federal income tax liability of the United States Holder subject to the withholding. If backup withholding results in an overpayment of U.S. Federal income taxes, a refund may be obtained from the IRS provided the required information is furnished. To prevent backup withholding, the United States Holder or other payee is required to complete the Substitute Form W-9 on this Letter of Transmittal certifying that the TIN provided on such form is correct and that such Holder or other payee is not subject to backup withholding. If the LYONs are held in more than one name or are held not in the name of an actual owner, consult the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional guidance on which number to report. -2- - - - - - - - - -------------------------------------------------------------------------------- TENDER OF NOTES / / CHECK HERE IF TENDERED NOTES ARE ENCLOSED HEREWITH. / / CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY TRANSFER FACILITY MAY DELIVER NOTES BY BOOK-ENTRY TRANSFER): Name of Tendering Institution: ________________________________ DTC Account Number: ___________________________________________ Date Tendered: ________________________________________________ Transaction Code Number: ______________________________________ - - - - - - - - -------------------------------------------------------------------------------- NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY. - - - - - - - - ---------------------------------------------------------------------------------------------------------------------- DESCRIPTION OF LYONS TENDERED - - - - - - - - --------------------------------------------------------- ------------------------- ---------------------------------- AGGREGATE PRINCIPAL AMOUNT AT NAME(S) AND ADDRESS(ES) OF HOLDER(S)* MATURITY (PLEASE FILL IN, IF BLANK) CERTIFICATE NUMBERS** REPRESENTED - - - - - - - - --------------------------------------------------------- ------------------------- ---------------------------------- ------------------------- ---------------------------------- ------------------------- ---------------------------------- ------------------------- ---------------------------------- ------------------------- ---------------------------------- ------------------------- ---------------------------------- ------------------------- ---------------------------------- ------------------------- ---------------------------------- - - - - - - - - --------------------------------------------------------- ------------------------- ---------------------------------- TOTAL PRINCIPAL AMOUNT AT MATURITY TENDERED - - - - - - - - --------------------------------------------------------- ------------------------- ---------------------------------- * Must agree exactly with the name(s) that appear(s) on the certificate(s) for LYONs and the Trustee's record of registered holders or, if tendered by a participant in the Book-Entry Transfer Facility, exactly as such participant's name(s) and address(es) appear(s) on the security position listing of DTC. ** Need not be completed by Holders tendering by book-entry transfer or in accordance with DTC's ATOP procedure for transfer. - - - - - - - - ----------------------------------------------------------------------------------------------------------------------
-3- Ladies and Gentlemen: Upon the terms and subject to the conditions of the Offer, the undersigned hereby tenders to the Offeror the principal amount at maturity of LYONs indicated above. Subject to, and effective upon, the acceptance for purchase of, and payment for, the principal amount at maturity of LYONs tendered with this Letter of Transmittal, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Offeror all right, title and interest in and to the LYONs that are being tendered hereby. The undersigned hereby irrevocably constitutes and appoints the Depositary the true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the Depositary also acts as the agent of the Offeror) with respect to such LYONs, with full power of substitution (such power-of-attorney being deemed to be an irrevocable power coupled with an interest) to (i) present such LYONs and all evidences of transfer and authenticity to, or transfer ownership of, such LYONs on the account books maintained by the Book-Entry Transfer Facility to, or upon the order of, the Offeror, (ii) present such LYONs for transfer of ownership on the books of the relevant security registrar, and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of such LYONs, all in accordance with the terms of and conditions to the Offer as described in the Statement. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the LYONs tendered hereby and that when such LYONs are accepted for purchase and payment by the Offeror, the Offeror will acquire good title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim or right. The undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary or by the Offeror to be necessary or desirable to complete the sale, assignment and transfer of the LYONs tendered hereby. The undersigned understands that the delivery and surrender of the LYONs is not effective, and the risk of loss of the LYONs does not pass to the Depositary, until receipt by the Depositary of this Letter of Transmittal, or a facsimile hereof, properly completed and duly executed, together with all accompanying evidences of authority and any other required documents in form satisfactory to the Offeror. All questions as to the form of all documents and the validity (including time of receipt) and acceptance of tenders and withdrawals of LYONs and deliveries will be determined by the Offeror, in its sole discretion, which determination shall be final and binding. The undersigned understands that tenders of LYONs may be withdrawn by written notice of withdrawal received by the Depositary at any time at or prior to 5:00 p.m., New York City time, on the Expiration Date, but not thereafter, unless the Offer is terminated. In the event of a termination of the Offer, LYONs tendered pursuant to the Offer will be returned to the tendering Holder promptly. The undersigned understands that in order to be valid, a notice of withdrawal of LYONs must contain the name of the person who tendered the LYONs and the description of the LYONs to which it relates, the certificate number or numbers of such LYONs (unless such LYONs were tendered by book-entry transfer), and the aggregate principal amount at maturity represented by such LYONs, be signed by the Holder thereof in the same manner as the original signature on this Letter of Transmittal by which such LYONs were tendered or be accompanied by (x) documents of transfer sufficient to have the Trustee register the transfer of LYONs into the name of the person withdrawing such LYONs and (y) a properly completed irrevocable proxy that authorizes such person to effect such withdrawal on behalf of such Holder, and be received at or prior to 5:00 p.m., New York City time, on the Expiration Date by the Depositary, at the address set forth on the front cover of this Letter of Transmittal. The undersigned understands that tenders of LYONs pursuant to any of the procedures described in the Statement and in the instructions hereto and acceptance thereof by the Offeror will constitute a binding agreement between the undersigned and the Offeror upon the terms and subject to the conditions of the Offer. For purposes of the Offer, the undersigned understands that the Offeror will be deemed to have accepted for purchase validly tendered LYONs (or defectively tendered LYONs with respect to -4- which the Offeror has waived such defect), if, as and when the Offeror gives oral (confirmed in writing) or written notice thereof to the Depositary. The undersigned understands that, under certain circumstances and subject to certain conditions of the Offer (which the Offeror may waive in its sole discretion if permitted by the Indenture and applicable law) as set forth in the Statement, the Offeror would not be required to accept for purchase any of the LYONs tendered (including any LYONs tendered after the Expiration Date). Any LYONs not accepted for purchase will be returned promptly to the undersigned at the address set forth above (or, in the case of LYONs tendered by book-entry transfer, such LYONs will be credited to the account maintained at DTC from which such LYONs were delivered). All authority conferred or agreed to be conferred by this Letter of Transmittal shall not be affected by, and shall survive, the death or incapacity of the undersigned, and every obligation of the undersigned under this Letter of Transmittal shall be binding upon the undersigned's heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives. The undersigned hereby understands and agrees that any LYONs representing principal amounts at maturity not tendered or not accepted for purchase will be issued in the name(s) of the undersigned (and in case of LYONs tendered by book-entry transfer, by credit to the account at the Book-Entry Transfer Facility) and that any checks for payment of the Offer Consideration will be issued to the order of, and delivered to, the undersigned. Similarly, the undersigned hereby understands and agrees that any LYONs representing principal amounts at maturity not tendered or not accepted for purchase and checks for payments of the Offer Consideration to be made in connection with the Offer will be delivered to the undersigned at the address(es) shown above. - - - - - - - - ------------------------------------------------------------------------------------------------------------------- PLEASE SIGN HERE (TO BE COMPLETED BY ALL TENDERING AND CONSENTING HOLDERS OF LYONS REGARDLESS OF WHETHER LYONS ARE BEING PHYSICALLY DELIVERED HEREWITH) This Letter of Transmittal must be signed by the registered Holder(s) of LYONs exactly as their name(s) appear(s) on certificate(s) for LYONs or, if tendered by a participant in the Book-Entry Transfer Facility, exactly as such participant's name appears on a security position listing as the owner of LYONs, or by person(s) authorized to become registered Holder(s) by endorsements on certificates for LYONs or by bond powers transmitted with this Letter of Transmittal. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below under "Capacity" and submit evidence satisfactory to the Offeror of such person's authority to so act. X______________________________________________________________________________________________ X______________________________________________________________________________________________ SIGNATURE(S) OF REGISTERED HOLDER(S) OR AUTHORIZED SIGNATORY Dated: __________________________ Name(s): ____________________________________________________________________________________ ____________________________________________________________________________________ (PLEASE PRINT) Capacity: ____________________________________________________________________________________ Address: ____________________________________________________________________________________ ____________________________________________________________________________________ (INCLUDING ZIP CODE) Area Code and Telephone No.: ________________________________________________________________ Tax Identification or Social Security No.: ___________________________________________________ PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN - - - - - - - - -------------------------------------------------------------------------------------------------------------------
-5- INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER 1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND CERTIFICATES FOR LYONS OR BOOK-ENTRY CONFIRMATIONS. To tender LYONs in the Offer, physical delivery of certificates for LYONs or a confirmation of any book-entry transfer into the Depositary's account at the Book-Entry Transfer Facility of LYONs tendered electronically, as well as a properly completed and duly executed copy or facsimile of this Letter of Transmittal, and any other documents required by this Letter of Transmittal, must be received by the Depositary at the address set forth herein prior to the Expiration Date. Tenders of LYONs in the Offer will be accepted prior to the Expiration Date in accordance with the procedures described in the preceding sentence or otherwise in compliance with this Letter of Transmittal. The method of delivery of LYONs and Letters of Transmittal and all other required documents, including delivery through DTC and any acceptance of an Agent's Message transmitted through ATOP, is at the election and risk of the person tendering such LYONs and delivering such Letters of Transmittal and, except as otherwise provided in the Letter of Transmittal, delivery will be deemed made only when actually received by the Depositary. If delivery is by mail, it is suggested that the Holder use properly insured, registered mail with return receipt requested, and that the mailing be made sufficiently in advance of the Expiration Date to permit delivery to the Depositary prior to such date. No alternative, conditional or contingent tenders of LYONs will be accepted. To effectively tender LYONs that are held through DTC, DTC participants may, in lieu of physically completing and signing this Letter of Transmittal and delivering it to the Depositary, electronically transmit their acceptance through ATOP, and DTC will then edit and verify the acceptance and send an Agent's Message to the Depositary for its acceptance. Except as otherwise provided below, the delivery will be deemed made when the Agent's Message is actually received or confirmed by the Depositary. THIS LETTER OF TRANSMITTAL AND THE LYONS SHOULD BE SENT ONLY TO THE DEPOSITARY. DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. 2. WITHDRAWAL OF TENDERS. Tenders of LYONs may be validly withdrawn at any time at or prior to 5:00 p.m., New York City time, on the Expiration Date but not thereafter. Tenders of LYONs may be validly withdrawn if the Offer relating to such LYONs is terminated without any such LYONs being purchased thereunder. In the event of a termination of the Offer, the LYONs tendered pursuant to such Offer will be promptly returned to the tendering Holder. For a withdrawal of a tender of LYONs to be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be received by the Depositary at or prior to 5:00 p.m., New York City time, on the Expiration Date, at its address set forth on the front cover of this Letter of Transmittal. Any such notice of withdrawal must (i) specify the name of the person who tendered the LYONs to be withdrawn, (ii) contain the description of the LYONs to be withdrawn and identify the certificate number or numbers shown on the particular certificates evidencing such LYONs (unless such LYONs were tendered by book-entry transfer) and the aggregate principal amount at maturity represented by such LYONs and (iii) be signed by the Holder of such LYONs in the same manner as the original signature on the Letter of Transmittal by which such LYONs were tendered, or be accompanied by (x) documents of transfer sufficient to have the Trustee register the transfer of the LYONs into the name of the person withdrawing such LYONs and (y) a properly completed irrevocable proxy that authorizes such person to effect such withdrawal or revocation on behalf of such Holder. If the LYONs to be withdrawn have been delivered or otherwise identified to the Depositary, a signed notice of withdrawal is effective immediately upon written or facsimile notice of withdrawal even if physical release is not yet effected. Any LYONs properly withdrawn will be deemed to be not validly tendered for purposes of the Offer. The withdrawal of a tender of LYONs may also be effected through a properly transmitted "Request Message" through ATOP, received by the Depositary at any time prior to 5:00 p.m., New York City time, on the Expiration Date. Withdrawal of LYONs can be accomplished only in accordance with the foregoing procedures. -6- 3. PARTIAL TENDERS. Tenders of LYONs pursuant to the Offer will be accepted only in respect of principal amounts at maturity equal to $1,000 or integral multiples thereof. If less than the entire principal amount at maturity of any LYON evidenced by a submitted certificate is tendered, the tendering Holder must fill in the principal amount at maturity tendered in the last column of the box entitled "Description of LYONs" herein. Unless this is done, the entire principal amount at maturity represented by the certificates for all LYONs delivered to the Depositary will be deemed to have been tendered. If the entire principal amount at maturity of all LYONs is not tendered or not accepted for purchase, LYONs representing such untendered amount will be sent (or, if tendered by book-entry transfer, returned by credit to the account at the Book Entry Transfer Facility designated herein) to the Holder, promptly after the LYONs are accepted for purchase. 4. SIGNATURES ON THIS LETTER OF TRANSMITTAL. If this Letter of Transmittal is signed by the registered Holder(s) of the LYONs tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the certificate(s) without alteration, enlargement or any change whatsoever. If this Letter of Transmittal is signed by a participant in the Book-Entry Transfer Facility whose name is shown as the owner of the LYONs tendered hereby, the signature must correspond with the name shown on the security position listing as the owner of the LYONs. If any of the LYONs tendered hereby are registered in the name of two or more Holders, all such Holders must sign the Letter of Transmittal. If any tendered LYONs are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal and any necessary accompanying documents as there are different names in which LYONs are held. If this Letter of Transmittal or any LYONs are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to the Offeror of their authority so to act must be submitted with this Letter of Transmittal. 5. TRANSFER TAXES. The Offeror will pay all domestic state transfer taxes applicable to the purchase and transfer of LYONs pursuant to the Offer, except in the case of LYONs that are transferred by the registered Holder to another person prior to or in connection with the Offer. It will not be necessary for transfer tax stamps to be affixed to the certificates listed in this Letter of Transmittal. 6. IRREGULARITIES. All questions as to the validity (including time of receipt) of notices of withdrawal will be determined by the Offeror in the Offeror's sole discretion (whose determination shall be final and binding). None of the Offeror, the Depositary, the Information Agent, the Trustee or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal of LYONs or incur any liability for failure to give any such notification. 7. WAIVER OF CONDITIONS. The Offeror expressly reserves the absolute right, in its sole discretion, to amend or waive any of the conditions to the Offer in the case of any LYONs tendered, in whole or in part, at any time and from time to time. 8. MUTILATED, LOST, STOLEN OR DESTROYED CERTIFICATES FOR LYONS. Any Holder whose certificates for LYONs have been mutilated, lost, stolen or destroyed should write to or telephone the Depositary at the address or telephone number set forth in the Statement. 9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for assistance may be directed to the Information Agent at its address set forth on the front cover of this Letter of Transmittal or to the tendering Holder's broker, dealer, commercial bank or trust company. Additional copies of the Offer Documents may be obtained from the Information Agent. 10. TAXPAYER IDENTIFICATION NUMBER AND BACKUP WITHHOLDING. Please prepare the attached Substitute W-9. See discussion above. -7- - - - - - - - - ----------------------------------------------------------------------------------------------------------------------------- PAYER'S NAME: - - - - - - - - ----------------------------------- ----------------------------------------- --------------------------------------------- PART 1 - PLEASE PROVIDE YOUR TIN IN THE BOX AT THE RIGHT AND CERTIFY BY SIGNING AND DATING BELOW ----------------------------------- Social Security Number (s) OR ----------------------------------- Employer Identification Number ---------------------------------------------------------------------------------------- PART 2 - Certification - Under penalties of perjury, I certify that (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for SUBSTITUTE a number to be issued to me); and (2) I am not subject to backup withholding because: (i) I am exempt from backup withholding, (ii) I have not been notified by the FORM W-9 Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends or (iii) the IRS has notified me that I am no longer subject to backup withholding. ---------------------------------------------------------- --------------------------- PAYER'S REQUEST FOR TAXPAYER CERTIFICATION INSTRUCTIONS. You must cross out item (2) PART 3 - IDENTIFICATION NUMBER ("TIN") in Part 2 above if you have been notified by the IRS Awaiting TIN / / that you are subject to backup withholding because of under-reporting interest or dividends on your tax returns. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS stating that you are no longer subject to backup withholding, do not cross out such item (2). SIGNATURE___________________________ DATE ____________ ______________________________________________________ Name (Please Print) - - - - - - - - ----------------------------------- ---------------------------------------------------------- --------------------------- NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFERS. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9. - - - - - - - - ----------------------------------------------------------------------------------------------------------------------------- CERTIFICATE OF PERSON AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration office or (b) I intend to mail or deliver an application to receive a taxpayer identification number to the Depositary. I understand that if I do not provide such number, 31% of all reportable payments made to me will be withheld, but will be refunded if I provide a certified taxpayer identification number within 60 days. - - - - - - - - --------------------------------------------------------------- ----------------------------------------------------- SIGNATURE DATE - - - - - - - - --------------------------------------------------------------- NAME (PLEASE PRINT) - - - - - - - - -----------------------------------------------------------------------------------------------------------------------------
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 Guidelines for Determining the Proper Identification Number to Give the Payer. Social Security numbers have nine digits separated by two hyphens: i.e. 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e. 00-0000000. The table below will help determine the number to give the payer. =============================================================== =========================================================== Give the SOCIAL SECURITY Give the EMPLOYER For this type of account: number of: For this type of account: IDENTIFICATION number of: - - - - - - - - ------------------------------ ---------------------------- ---------------------------- --------------------------- 1. An individual's account The individual. 6. A valid trust estate, The legal entity (Do not or pension trust furnish the identifying 2. Two or more individuals The individual owner of number of the personal (joint account) the account or, if representative or trustee combined funds, the first unless the legal entity individual on the account(1) itself is not designated in the account title.) (4) 3. Custodian account of a The minor (2) 7. Corporate account The corporation minor (Uniform Gift to Minors Act) 4. a. The usual revocable The grantor-trustee (1) 8. Religious, charitable, The organization savings trust account or educational (grantor is also trustee) organization account b. So-called trust The actual owner(1) 9. Partnership account The partnership account that is not a legal or valid trust under State law 5. Sole proprietorship The owner (3) 10. Association, club or The organization account other tax-exempt organization 11. A broker or registered The broker or nominee nominee 12. Account with the The public entity Department of Agriculture in the name of a public entity (such as a State or local government school district or prison) that receives agricultural program payments
(1) List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person's number must be furnished. (2) Circle the minor's name and furnish the minor's social security number. (3) You must show your individual name. You may also enter your business or "doing business as" name. You may use either your social security number or, if you have one, your employer identification number. (4) List first and circle the name of the legal trust, estate or pension trust. NOTE: If no name is circled when there is more than one name listed, the number will be considered to be that of the first name listed. GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 PAGE 2 Obtaining a Number If you do not have a taxpayer identification number or you don't know your number, obtain Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service (the "IRS") and apply for a number. You may also obtain Form SS-4 by calling the IRS at 1-800-TAX-FORM. Payees Exempt From Backup Withholding Payees specifically exempted from backup withholding on ALL payments include the following: * An organization exempt from tax under section 501(a), or an individual retirement account. * The United States or any wholly-owned agency or instrumentality thereof. * A State, the District of Columbia, a possession of the United States or any political subdivision or wholly-owned agency or instrumentality thereof. * A foreign government, a political subdivision of a foreign government, or any wholly-owned agency or instrumentality thereof. * An international organization or any wholly-owned agency or instrumentality thereof. Payees specifically exempted from backup withholding on interest and dividend payments include the following: * A corporation. * A financial institution. * A dealer in securities or commodities required to registere in the U.S., the District of Columbia, or a possession of the U.S. * A real estate investment trust. * A common trust fund operated by a bank under section 584(a) * An exempt charitable remainder trust, or a non-exempt trust described in section 4947. * An entity registered at all times during the tax year under the Investment Company Act of 1940. * A foreign central bank of issue. * A middleman known in the investment community as a nominee or who is listed in the most recent publication of the American Society of Corporate Secretaries, Inc. Nominee List. Payments of dividends and patronage dividends not generally subject to backup withholding include the following: * Payments to nonresident aliens subject to withholding under section 1441. * Payments to partnerships not engaged in a trade or business in the U.S. and which have at least one nonresident partner. * Payments of patronage dividends not paid in money. * Payments made by certain foreign organizations. * Section 404(k) payments made by an ESOP. Payments of interest not generally subject to backup withholding including the following: * Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer's trade or business and you have not provided your correct taxpayer identification number to the payer. * Payments of tax-exempt interest (including exempt-interest dividends under section 852). * Payments described in section 6049(b)(5) to non-resident aliens. * Payments on tax-free covenant bonds under section 1451. * Payments made by certain foreign organizations. Exempt payees described above should file the Substitute Form W-9 to avoid possible erroneous backup withholding. FILE THE SUBSTITUTE FORM W-9 WITH THE PAYER. FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER. CHECK THE BOX MARKED "EXEMPT" IN PART II OF THE SUBSTITUTE FORM W-9 AND RETURN IT TO THE PAYER. Certain payments other than dividends that are not subject to information reporting are also not subject to backup withholding. For details, see sections 6041, 6041A(a), 6045, 6050A, 6050N and the regulations thereunder. Privacy Act Notice -- Section 6109 requires most recipients of dividend, interest or other payments to give taxpayer identification numbers to payers who must report the payments to the IRS. The IRS uses the numbers for identification purposes and to help verify the accuracy of tax returns. The IRS also may provide this information to the Department of Justice for civil and criminal litigation and to cities, states, and the District of Columbia to carry out their tax laws. Payers must be given the number whether or not recipients are required to file tax returns. Payers must generally withhold 31% of taxable interest, dividends and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply. Penalties (1) Penalty for Failure to Furnish Taxpayer Identification Number. - If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. (2) Civil Penalty for False Information With Respect to Withholding. - If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500. (3) Criminal Penalty for Falsifying Information. - Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE. 2 EX-99.(A)(3) 4 EXHIBIT 99(A)(3) UNITED STATES CELLULAR CORPORATION NOTICE OF OFFER TO PURCHASE FOR CASH ANY AND ALL OF ITS LIQUID YIELD OPTION NOTES DUE 2015 CUSIP NUMBER ISSUE DATE MATURITY DATE ------------ ---------- ------------- 911684 AA 6 June 13, 1995 June 15, 2015 This Notice is being delivered in connection with the offer by United States Cellular Corporation ("U.S. Cellular") to purchase from the holders thereof any and all of the Liquid Yield Option-TM- Notes due 2015 ("LYONs-TM-") issued by U.S. Cellular under that certain Indenture dated as of June 1, 1995 (the "Indenture") by and between U.S. Cellular and Harris Trust and Savings Bank, as trustee. The Bank of New York has succeeded Harris Trust and Savings Bank as trustee. Enclosed are the following documents. 1. Offer to Purchase and Company Notice dated May 15, 2000 (the "Statement"). 2. Letter of Transmittal and Purchase Notice, for use by Holders in tendering LYONs pursuant to the Offer, including a separate sheet entitled Guidelines for Certification of Taxpayer Identification Number on Substitute W-9 ("Letter of Transmittal"). The Offer is being made by U.S. Cellular pursuant to the requirements of Section 3.08(a) of the Indenture and Section 6 of the LYONs certificate, which require U.S. Cellular to offer to purchase the LYONs as of June 15, 2000 for a price of $411.99 per $1,000 principal amount at maturity (the "Offer Consideration"). As permitted by the Indenture, U.S. Cellular has elected to pay the Offer Consideration in cash. Also as permitted by the Indenture, U.S. Cellular has elected not to become obligated to purchase LYONs as of June 15, 2005. The Offer will expire at 5:00 p.m. on June 15, 2000, unless extended (the "Expiration Date"). Each Holder that follows the procedures set forth in the Statement and Letter of Transmittal will receive a check promptly after the Expiration Date in an amount equal to $411.99 per $1,000 principal amount at maturity of LYONs tendered in the Offer. Participants of Depository Trust Company will be able to execute tenders through its Automated Tender Offer Program ("ATOP"). Holders that do not elect to require U.S. Cellular to purchase their LYONs will maintain the right to convert their LYONs into Common Shares, par value $1.00 per share, of U.S. Cellular ("Common Shares") in accordance with and subject to the terms of the Indenture and the LYONs. The conversion rate of the LYONs is 9.475 Common Shares per $1,000 principal amount of LYONs. The closing sale price of a Common Share, as reported by THE WALL STREET JOURNAL, on May 10, 2000 was $63.56. Reference is made to the Statement and Letter of Transmittal for the complete terms of the Offer and other information relating to the Offer, which are incorporated by reference in full herein. Any questions regarding the Offer should be directed to the Information Agent, MacKenzie Partners, Inc. at (212) 929-5500 (Collect) or (800) 322-2885 (Toll Free). Liquid Yield Option and LYONs are Trademarks of Merrill Lynch & Co., Inc. May 15, 2000 UNITED STATES CELLULAR CORPORATION EX-99.(A)(4) 5 EXHIBIT 99(A)(4) Contact: Kenneth R. Meyers, Executive Vice President - Finance (773) 399-8900 email: ken.meyers@uscellular.com FOR RELEASE: IMMEDIATE UNITED STATES CELLULAR CORPORATION ANNOUNCES COMMENCEMENT OF TENDER OFFER FOR ITS LIQUID YIELD OPTION NOTES DUE 2015 MAY 15, 2000 - CHICAGO, ILLINOIS - United States Cellular Corporation [AMEX:USM] announced that it has commenced a tender offer for its Liquid Yield Option-TM-Notes due 2015 (LYONs-TM-), CUSIP No. 911684 AA6. Pursuant to the indenture under which the LYONs were issued, U.S. Cellular is required to offer to purchase the LYONs as of June 15, 2000 at their accreted value of $411.99 per $1,000 principal amount at maturity. As permitted by the Indenture, U.S. Cellular has elected not to become obligated to Offer to purchase the LYONs at their accreted value as of June 15, 2005. The LYONs are convertible into Common Shares of U.S. Cellular at a conversion rate of 9.475 shares per $1,000 principal amount at maturity. Based on the closing price of U.S. Cellular Common Shares on May 12, 2000, the LYONs had a conversion value of $641.34 per $1,000 principal amount at maturity. Holders that desire to tender their LYONs pursuant to the offer must follow the procedures described in U.S. Cellular's Offer to Purchase. The tender offer expires at 5:00 p.m. New York City time on June 15, 2000. MacKenzie Partners, Inc. will act as Information Agent and Bank of New York will act as Depositary. Copies of the Offer to Purchase and additional information concerning the terms of the tender offer may be obtained from MacKenzie Partners, Inc. at 212-929-5500 or 800-322-2885. This press release does not constitute an offer to purchase the LYONs. The offer to purchase is made solely by U.S. Cellular's Offer to Purchase dated May 15, 2000. "Liquid Yield Option" and "LYONs" are Trademarks of Merrill Lynch & Co., Inc. Except for the historical and factual information presented, other information set forth in this news release represents forward-looking statements, including all statements about the Company's plans, beliefs, estimates and expectations. These statements are based on current estimates and projections, which involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Important factors that may affect these forward-looking statements include, but are not limited to: changes in the overall economy; changes in competition in the markets in which U.S. Cellular operates; advances in telecommunications technology; changes in the telecommunications regulatory environment; pending and future litigation; and unanticipated changes in growth in cellular customers, penetration rates, churn rates, roaming rates and the mix of products and services offered in our markets. Investors are encouraged to consider these and other risks and uncertainties that are discussed in documents filed by U.S. Cellular with the Securities and Exchange Commission ("SEC"). U.S. Cellular, the nation's eighth largest wireless carrier, provides wireless service to more than 2.7 million customers in 145 markets and owns interests in 35 additional markets. The Chicago-based company strives to make wireless communications simple, personal and affordable for its customers. U.S. Cellular is listed and traded as USM on the American Stock Exchange. For more information about U.S. Cellular, visit the company's web site at: http://www.uscellular.com. 2 -----END PRIVACY-ENHANCED MESSAGE-----