CHICAGO, Jan. 13, 2012 /PRNewswire/ -- Telephone and Data
Systems, Inc. (NYSE: TDS, TDS.S) today announced that shareholders
approved amendments to its Restated Certificate of Incorporation
and all other proposals at an adjourned special meeting of
shareholders held today.
In addition to receiving the required statutory votes, the share
consolidation and vote amendments were approved by a majority of
the unaffiliated holders of Common Shares and Special Common
Shares, each voting separately as a class. For purposes of this
vote, unaffiliated holders did not include the TDS Voting Trust,
members of the Carlson family that are TDS shareholders, or
directors or executive officers of TDS. Accordingly, the proposed
transactions received substantial support from unaffiliated public
shareholders.
Following the shareholder vote, the TDS Board of Directors
approved the filing of the Restated Certificate of Incorporation
that will effect the amendments. As a result, it is anticipated
that the Restated Certificate of Incorporation will be filed with
the Secretary of State of Delaware
on January 24, 2012, and will become
effective at 5:01 p.m. eastern time
on such date. Upon the effectiveness of the Restated Certificate of
Incorporation, each issued Special Common Share will be
reclassified as one new Common Share, each issued Common Share will
be reclassified as 1.087 Common Shares, and each issued Series A
Common Share will be reclassified as 1.087 Series A Common
Shares.
It is anticipated that the Special Common Shares will continue
to trade on the New York Stock Exchange under the ticker symbol
"TDS.S" through the end of the trading day on January 24, 2012. It is also anticipated that,
beginning with the opening of trading on January 25, 2012, the Special Common Shares will
cease to be outstanding and cease to trade, and that the new and
additional Common Shares issued in the reclassification will
thereafter trade with the existing Common Shares on the New York
Stock Exchange under the symbol "TDS".
Certificates representing Special Common Shares prior to the
reclassification will represent an equal number of Common Shares
after the reclassification, making it unnecessary to exchange
existing stock certificates for new certificates.
Certificates representing Common Shares prior to the
reclassification will represent an equal number of Common Shares
after the reclassification, and holders of such certificates will
receive the additional 0.087 Common Shares in book entry form and
cash in lieu of any fractional shares, making it unnecessary to
exchange existing stock certificates for new certificates.
Certificates representing Series A Common Shares prior to the
reclassification will continue to represent an equal number of
Series A Common Shares after the reclassification, and holders of
such certificates will receive the additional 0.087 Series A Common
Shares in certificate form and cash in lieu of any fractional
shares, making it unnecessary to exchange existing stock
certificates for new certificates.
Citigroup Global Markets Inc. acted as financial advisor to TDS
in connection with the foregoing proposals.
In addition, Credit Suisse Securities (USA) LLC acted as financial advisor to the
independent directors on the TDS Board of Directors in connection
with the foregoing proposals.
About TDS
Telephone and Data Systems, Inc. (TDS), a Fortune 500®
company, provides wireless, local and long-distance telephone and
broadband services to approximately 7 million customers in 36
states through its business units, U.S. Cellular (wireless) and TDS
Telecom (wireline). Founded in 1969 and headquartered in
Chicago, TDS employed 12,300
people as of September 30, 2011.
Visit www.teldta.com for comprehensive financial information,
including earnings releases, quarterly and annual filings,
shareholder information and more.
Safe Harbor Statement Under the Private Securities Litigation
Reform Act of 1995: All information set forth in this news
release, except historical and factual information, represents
forward-looking statements. This includes all statements about the
company's plans, beliefs, estimates and expectations. These
statements are based on current estimates, projections and
assumptions, 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: the
ability of the company to successfully grow its markets; the
overall economy; competition; the access to and pricing of
unbundled network elements; the ability to obtain or maintain
roaming arrangements with other carriers; the state and federal
telecommunications regulatory environment; the value of assets and
investments; adverse changes in the ratings afforded TDS and U.S.
Cellular debt securities by accredited ratings organizations;
industry consolidation; advances in telecommunications technology;
uncertainty of access to the capital markets; pending and future
litigation; changes in income tax rates, laws, regulations or
rulings; acquisitions/divestitures of properties and/or licenses;
and changes in customer growth rates, average monthly revenue per
unit, churn rates, roaming revenue and terms, the availability of
handset devices, or the mix of products and services offered by
U.S. Cellular and TDS Telecom. Investors are encouraged to consider
these and other risks and uncertainties that are discussed in the
Form 8-K used by TDS to furnish this press release to the SEC,
which are incorporated by reference herein.
For more information about TDS and its subsidiaries, visit our
web sites at:
TDS: www.teldta.com TDS Telecom: www.tdstelecom.com
USM: www.uscellular.com
SOURCE Telephone and Data Systems, Inc.