UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
__________
INFORMATION TO BE
INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
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(Amendment No. 16)(1)
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United States
Cellular Corporation
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(Name of Issuer)
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Common Shares ($1.00
par value)
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(Title of Class of Securities)
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911684108
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(CUSIP Number)
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LeRoy T. Carlson, Jr.
(312) 630-1900
President and Chief
Executive Officer
Telephone and Data
Systems, Inc.
30 N. LaSalle Street,
Suite 4000, Chicago, Illinois 60602 (312) 630-1900
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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September 25, 2014
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(Date of Event which Requires Filing of this
Statement)
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If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that
is the subject of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box |_|.
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Note: Schedules filed in
paper format shall include a signed original and five copies of the schedule,
including all exhibits. See Rule 13d-7(b) for other parties to whom copies
are to be sent.
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(Continued on following pages)
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(Page 1 of 10 Pages)
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______________________________
(1) The remainder of
this cover page shall be filled out for a reporting person’s initial filing on
this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures
provided in a prior cover page. The information required on the remainder of
this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
SCHEDULE 13D
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13D
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CUSIP
No. 911684108
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Page 2 of 10
Pages
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS (ENTITIES ONLY)
Telephone and Data Systems,
Inc.
I.R.S.
ID: 36-2669023
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2
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CHECK THE APPROPRIATE BOX IF
A MEMBER OF A GROUP* (a)
¨
(b)
¨
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3
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SEC USE
ONLY
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4
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SOURCE OF FUNDS*
00
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5
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CHECK BOX
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) ¨
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER - 70,788,703 shares - Includes 33,005,877 Series A Common Shares
which have ten votes per share on all matters and are convertible on a
share-for-share basis into Common Shares and 37,782,826 Common Shares. See
Item 5 for further explanation.
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8
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SHARED VOTING POWER
-0-
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9
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SOLE DISPOSITIVE POWER
Same
as 7 above.
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10
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SHARED DISPOSITIVE POWER
-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
Same
as 7 above.
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12
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* ¨
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Reporting person beneficially
owns 100% of the outstanding Series A Common Shares of the Issuer and
approximately 73.8% of the outstanding Common Shares of the Issuer for a
combined total of approximately 84.1% of the Issuer’s outstanding classes of
capital stock and approximately 96.5% of their combined voting power.(2)
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14
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TYPE OF REPORTING PERSON*
HC,
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
________________________________
(2) Based
on 51,199,959 Common Shares and 33,005,877 Series A Common Shares outstanding
on August 31, 2014.
SCHEDULE 13D
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13D
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CUSIP
No. 911684108
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Page 3 of 10
Pages
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1
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NAME
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS (ENTITIES ONLY)
The
Trustees of Amendment and Restatement (dated as of April 22, 2005) of Voting
Trust under Agreement dated as of June 30, 1989
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2
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CHECK THE APPROPRIATE BOX IF
A MEMBER OF A GROUP*
(a)
x
(b)
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3
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SEC USE
ONLY
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4
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SOURCE OF FUNDS*
00
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5
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CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEM 2(d) or 2(e) ¨
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
-0-
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8
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SHARED
VOTING POWER - 70,788,703 shares - Includes 33,005,877 Series A Common Shares
which have ten votes per share on all matters and are convertible on a
share-for-share basis into Common Shares and 37,782,826 Common Shares. See
Item 5 for further explanation.
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9
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SOLE DISPOSITIVE POWER
-0-
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10
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SHARED DISPOSITIVE POWER
Same as 8
above.
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11
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
Same
as 8 above.
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12
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Reporting persons may be deemed
to beneficially own 100% of the outstanding Series A Common Shares of the
Issuer and approximately 73.8% of the outstanding Common Shares of the Issuer
for a combined total of approximately 84.1% of the Issuer’s outstanding
classes of capital stock and approximately 96.5% of their combined voting
power.(3)
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14
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TYPE OF REPORTING PERSON*
00
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
___________________________
(3)
Based on 51,199,959 Common Shares and 33,005,877 Series A Common Shares
outstanding on August 31, 2014.
Schedule 13D
Issuer: United States Cellular Corporation
Page 4 of 10
This Amendment Number 16 to the Amended
and Restated Schedule 13D is being filed pursuant to Section 13(d)(2) of the
Securities Exchange Act of 1934, as amended (the “Act”), by Telephone and Data
Systems, Inc., a Delaware corporation (“TDS”). This amended Schedule 13D
relates to the ownership by TDS of Common Shares, par value $1.00 per share
(“Common Shares”), and/or Series A Common Shares, par value $1.00 per share
(“Series A Common Shares”), which are convertible on a share-for-share basis
into Common Shares, of United States Cellular Corporation, a Delaware
corporation (the “Issuer” or “U.S. Cellular”).
Item 1. Security and Issuer.
This statement relates to the Common
Shares of the Issuer. The principal executive office of the Issuer is located
at 8410 West Bryn Mawr, Chicago, Illinois 60631.
Item 2. Identity and
Background.
TDS and the Trustees of Amendment and
Restatement (dated as of April 22, 2005) of Voting Trust under Agreement dated
June 30, 1989 (the “Voting Trust”), are filing this Schedule 13D amendment
concerning their direct and indirect beneficial ownership of Common Shares.
The following sets forth information with respect to Items 2(a) through 2(f)
for TDS and the Trustees of the Voting Trust.
TDS. TDS is a Delaware
corporation. The principal business and office address of TDS, is 30 North
LaSalle Street, Suite 4000, Chicago, Illinois 60602. TDS’s principal business
is that of providing diversified telecommunications services. TDS, directly
and through its subsidiaries, has wireless, local telephone, and broadband
services operations. The information with respect to the directors and
executive officers of TDS is set forth on Appendices A and B attached hereto,
and incorporated herein by reference.
The Trustees of the Voting Trust.
The principal business address of the Voting Trust is c/o TDS, 30 North LaSalle
Street, Suite 4000, Chicago, Illinois 60602. The Voting Trust holds TDS Common
Shares and TDS Series A Common Shares and was created to facilitate
long-standing relationships among the trust’s certificate holders. Under the
terms of the Voting Trust, the trustees hold and vote the TDS Series A Common
Shares held in the trust. The information with respect to the trustees of the
Voting Trust is set forth in Appendix C hereto, and incorporated herein by
reference.
To the knowledge of LeRoy T. Carlson,
Jr., during the last five years, none of TDS, the Voting Trust, nor any of the
persons named in Appendices A, B and C hereto has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
To the knowledge of LeRoy T. Carlson,
Jr., during the last five years, none of TDS, the Voting Trust, nor any of the
persons named in Appendices A, B and C hereto was a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction, and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other
Consideration.
The information contained in Item 4 below
is incorporated herein by reference.
Item 4. Purpose of Transaction.
The Voting Trust holds TDS Common
Shares and TDS Series A Common Shares and was created to facilitate
long-standing relationships among the trust’s certificate holders. Under the
terms of the Voting Trust, the Trustees hold and vote the TDS Common Shares and
TDS Series A Common Shares held in the trust. The following information
is being updated herein.
Schedule 13D
Issuer: United States Cellular
Corporation
Page 5 of 10
The following discloses actions by the
Issuer’s Board of Directors (the “Issuer Board”) and TDS on September 25,
2014. On such date, the Issuer’s Board approved amendments (“Charter
Amendments”) to the Issuer’s current Restated Certificate of Incorporation
(“Current Charter”). On such date, the Issuer’s Board and TDS also took action
to make certain changes to the Issuer Board. Issuer directors who are
affiliated with TDS and/or the Voting Trust recused themselves from the vote on
such matters.
Although TDS, as controlling
shareholder, has the ability to effect the Charter Amendments and changes to
the Board unilaterally over time, as a matter of good corporate governance, TDS
sought approval of such changes from the independent directors and made certain
changes based on discussions with the independent directors. The changes that
were made are set forth in a letter from TDS to the Issuer’s Board that is
attached hereto as Exhibit 7(b).
The Charter Amendments will modernize
the Charter, be consistent with developments in corporate governance in moving
away from classified boards and/or otherwise be consistent with TDS’ majority
ownership interest in Issuer. The changes to the Issuer Board increase the
number of non-independent directors on the Issuer Board to a more historical
level that is more proportionate with TDS’ significant controlling interest in
Issuer, considering that Issuer is TDS’ largest and most significant asset and
business.
The Charter Amendments include (1) an
amendment to declassify the Issuer Board so that each director would be elected
annually rather than once every three years (the “Declassification Amendment”),
(2) an amendment to opt out of Section 203 of the Delaware General Corporation
Law (“DGCL”) (“Section 203 Amendment”) and (3) an amendment to correct, update
and clean-up the Current Charter (“Ancillary Amendment”).
The Declassification
Amendment was considered desirable because it would allow TDS, and other
shareholders, to vote in the election of each director every year, rather than
once every three years. In addition, although TDS does not have any plans to
remove directors, it would permit TDS to remove the Issuer directors with or
without cause, whereas currently directors can be removed only with cause.
The Section 203
Amendment would amend the Current Charter to include a new provision in which
Issuer elects not to be governed by Section 203 of the DGCL. If the Section
203 Amendment is adopted, it will increase the flexibility for TDS to sell a
stock interest representing between 15% and 85% in voting power of the voting
stock of U.S. Cellular to a third party. TDS has no plan or intention of
seeking to sell any of its shares in Issuer, and is simply seeking this
amendment to provide flexibility. If the Section 203 Amendment is approved, a
new Article XI will be added to the Issuer’s Restated Certificate of Incorporation
which reads as follows: “The corporation shall not be governed by Section 203
of the General Corporation Law of the State of Delaware; provided, however, to
the fullest extent permitted by Delaware law, this Article XI shall not be
effective until the later of May 17, 2016 (which is the anticipated date of the
corporation’s annual meeting of shareholders in 2016) or twelve (12) months
after the adoption of this Article XI by the stockholders of the corporation,
and shall not apply to any business combination between the corporation and any
person who became an interested stockholder on or prior to such effectiveness.”
The Ancillary Amendment would update
certain provisions in the Current Charter that are out-of-date, obsolete or
inoperative, and would consolidate all prior and current amendments into one
Restated Certificate of Incorporation. The Ancillary Amendment is only intended
to update and clean up the Current Charter and would not have any significant
effect.
The Charter Amendments will be
submitted to Issuer’s shareholders at a special meeting of shareholders to be
scheduled later in 2014.
Following
approval of the Charter Amendments by the Issuer Board, the Issuer Board and
TDS also took action to make changes to the Issuer Board on September 25, 2014.
On such date, the Issuer Board
increased the size of the Issuer Board to 14 members and redesignated Gregory
P. Josefowicz from a Series A Common Share director to a Common Share
director.
Schedule 13D
Issuer: United States Cellular Corporation
Page 6 of 10
Following such
action, TDS delivered a consent as the sole holder of Series A Common Shares to
elect the following persons to the four vacancies on the Issuer Board resulting
from such action: (i) Peter L. Sereda, Senior Vice President – Finance and
Treasurer of TDS; (ii) Kurt B. Thaus, Senior Vice President and Chief
Information Officer of TDS; (iii) Douglas D. Shuma, Senior Vice President and
Controller (chief financial officer and chief accounting officer) of TDS and
Chief Accounting Officer of Issuer; and (iv) Steven T. Campbell, Executive
Vice President – Finance, Chief Financial Officer and Treasurer of Issuer.
The Charter Amendments and changes to the Issuer Board
are described in Issuer’s Current Report on Form 8-K date September 26, 2014
and Issuer’s preliminary proxy statement filed with the SEC on Schedule 14A on
September 26, 2014, which are incorporated by reference herein.
TDS has the voting power to cause the
Charter Amendments to be approved, and intends to vote for the Charter
Amendments at the Special Meeting of shareholders.
TDS requested
the changes to the Board to increase the number of non-independent directors to
a more historical level that is more proportionate with TDS’ significant
controlling interest in U.S. Cellular. The changes to the Charter would
modernize the Charter, be consistent with developments in corporate governance
in moving away from classified boards and be consistent with TDS’ majority
ownership interest in U.S. Cellular. The Declassification Amendment was
suggested by TDS so that TDS could vote in the election of each director
annually rather than once every three years. The Section 203 Amendment was
suggested to provide TDS with greater flexibility with respect to certain sales
of U.S. Cellular shares. Section 203 is an anti-takeover provision that applies
to Delaware corporations. These actions were not taken as a result of any
planned action or transaction.
Except as disclosed or incorporated by
reference herein, neither TDS nor the Voting Trust has any current intention,
plan or proposal with respect to: (a) the acquisition by any person of
additional securities of the Issuer, or the disposition of securities of the
Issuer; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries; (d) any change in the present board of directors or
management of the Issuer, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the board; (e) any
material change in the present capitalization or dividend policy of the Issuer;
(f) any other material change in the Issuer’s business or corporate structure;
(g) changes in the Issuer’s charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person; (h) causing a class of securities of the Issuer to be
delisted from a national securities exchange, if any, or cease to be authorized
to be quoted in an inter-dealer quotation system of a registered national
securities association; (i) a class of equity securities of the Issuer becoming
eligible for termination of a registration pursuant to Section 12(g)(4) of the
Act; or (j) any action similar to any of those enumerated above.
The
trustees of the Voting Trust advised TDS that they intend to maintain the
ability to keep or dispose of the voting control of TDS and intend that TDS
maintain the ability to keep or dispose of the voting control of U.S.
Cellular.
Notwithstanding
the foregoing, TDS and the trustees of the Voting Trust retain the right to
change their intent, to acquire additional securities from time to time or to
dispose of all or part of the securities beneficially owned by TDS or the
Voting Trust in any manner permitted by the terms of the Voting Trust and/or
applicable law.
Item 5. Interest in Securities of the Issuer.
(I)
TDS.
(a) As
of the date of this Schedule 13D/A, TDS may be deemed to beneficially own,
pursuant to Rule 13d-3(d)(1)(i), an aggregate of 37,782,826 Common Shares which
is approximately 73.8% of such shares outstanding. In addition, TDS owns
33,005,877 Series A Common Shares which have ten votes per share on all matters
and are convertible on share-for-basis into Common Shares.
Schedule 13D
Issuer: United States Cellular Corporation
Page 7 of 10
(b)
(i) Sole Power to Vote or Direct the Vote:
TDS is the direct
beneficial owner of 37,782,826 Common Shares and 33,005,877 Series A Common
Shares of the Issuer representing approximately 84.1% of all classes of common
shares of the Issuer. The Series A Common Shares have ten votes per share on
all matters and are convertible on a share-for-share basis into Common Shares.
TDS has sole voting power with respect to an aggregate of 37,782,826 Common
Shares and 33,005,877 Series A Common Shares representing approximately 96.5%
of the combined voting power of the Common Shares and the Series A Common
Shares. As a result of such ownership, TDS has the voting power to elect all
of the directors of the Issuer.
(ii) Shared
Power to Vote or Direct the Vote:
None.
(iii) Sole Power to Dispose or
Direct the Disposition:
TDS has sole power
to dispose of 37,782,826 Common Shares and 33,005,877 Series A Common Shares,
representing approximately 84.1% of all classes of capital stock outstanding.
(iv) Shared Power to Dispose or
Direct the Disposition:
None.
(c) To
the knowledge of LeRoy T. Carlson, Jr., no transactions were effected during
the past sixty days in Common Shares by TDS, except as disclosed in Item 4, and
except as may be attributable to TDS pursuant to transactions in the ordinary
course under employee benefit plans.
(d) To
the knowledge of LeRoy T. Carlson, Jr., no other person is known to have the
right of dividends from, or the proceeds from the sale of the shares of Common
Shares beneficially owned by TDS.
(e) Not
Applicable.
(II) Directors and
Executive Officers of TDS.
(a)
- (b) See Appendix D attached hereto and incorporated herein by reference.
(c) To
the knowledge of LeRoy T. Carlson, Jr., no transactions were effected during
the past sixty days in the Common Shares by any Director or Executive Officer
of TDS, and except as may be attributable to TDS pursuant to transactions in
the ordinary course under employee benefit plans.
(d) To
the knowledge of LeRoy T. Carlson, Jr., no person other than the persons listed
in Appendix D are known to have the right to receive or the power to direct the
receipt of dividends from, or other proceeds from the sale of Common Shares
beneficially owned by the persons listed in Appendix D.
(e) Not
applicable.
Schedule 13D
Issuer: United States Cellular Corporation
Page 8 of 10
(III) The Voting
Trust.
(a) As
of the date of this Schedule 13D/A, pursuant to Rule 13d-3(d)(1)(i), the Voting
Trust may be deemed to beneficially own an aggregate of 37,782,826 Common
Shares representing 73.8% of such shares. In addition, the Voting Trust may be
deemed to beneficially own 33,005,877 Series A Common Shares.
(b) (i) Sole
Power to Vote or Direct the Vote:
None.
(ii) Shared
Power to Vote or Direct the Vote:
The Voting Trust is
the direct beneficial owner of TDS Series A Common Shares and TDS Common
Shares. The Voting Trust holds and the trustees vote 6,808,533 Series A Common
Shares of TDS and 6,122,698 TDS Common Shares, representing approximately 94.8%
of the outstanding TDS Series A Common Shares and approximately 6.1% of the
outstanding TDS Common Shares, and approximately 56.3% of the combined voting
power of all outstanding shares of TDS capital stock with respect to matters
other than the election of directors.(4) Therefore, the Voting Trust
may direct a majority of the combined voting power of TDS, which has voting
power to elect all directors of the Issuer and has approximately 96.5% of the
combined voting power of the Issuer with respect to matters other than the
election of directors.
(iii) Sole Power to Dispose
or Direct the Disposition:
None.
(iv) Shared Power to
Dispose or Direct the Disposition:
The information
contained in Item 5.III(b)(ii) above is incorporated herein by reference.
Through the ability to direct a majority of the combined voting power of TDS,
the Voting Trust trustees share the power to direct the disposition of
37,782,826 Common Shares and 33,005,877 Series A Common Shares of the Issuer,
representing 84.1% of all classes of capital stock outstanding of the Issuer.
(c) To
the knowledge of LeRoy T. Carlson, Jr., no transactions were effected during
the past sixty days in Common Shares or Series A Common Shares of the Issuer by
the Voting Trust except to the extent disclosed herein.
(d) To
the knowledge of LeRoy T. Carlson, Jr., no person other than TDS is known to
have the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, Common Shares or Series A Common Shares of
the Issuer beneficially owned by the Voting Trust.
(e) Not
Applicable.
_________________________________
(4)
Based on 100,749,924 Common Shares, 7,185,356 Series A Common Shares and
8,240 Preferred Shares of TDS on August 31, 2014.
Schedule 13D
Issuer: United States Cellular Corporation
Page 9 of 10
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
The Voting Trust holds TDS Series A
Common Shares and TDS Common Shares and was created to facilitate long-standing
relationships among the trust’s certificate holders. Under the terms of the
Voting Trust, the trustees hold and vote TDS Series A Common Shares and TDS
Common Shares held in the trust.
As of August 31, 2014, the Voting Trust
trustees hold and the trustees vote 6,808,533 TDS Series A Common Shares and
6,122,698 TDS Common Shares, representing approximately 94.8% of the
outstanding TDS Series A Common Shares, and approximately 6.1% of the
outstanding TDS Common Shares, and approximately 56.3% of the combined voting
power of all outstanding shares of TDS capital stock with respect to matters
other than the election of directors.(5) Therefore, the Voting Trust trustees
may direct a majority of the combined voting power of TDS which has the voting
power to elect all directors of the Issuer and approximately 96.5% of the
combined voting power of the Issuer with respect to matters other than the
election of directors.
Item 7. Material to
be Filed as Exhibits.
(a) Amendment and Restatement
(dated as of April 22, 2005) of Voting Trust Agreement Dated as of
June 30, 1989, is hereby incorporated by reference to an exhibit to
Amendment No. 3 to Schedule 13D of the Voting Trust relating to TDS Common
Shares dated May 2, 2005.
(b) Copy of Letter from TDS
to Issuer dated September 25, 2014
(c) Issuer Current Report on
Form 8-K dated September 25, 2014, is hereby incorporated by reference from
Issuer’s Form 8-K filed with the SEC on September 26, 2014.
(d) Issuer Preliminary Proxy
Statement dated September 26, 2014, is hereby incorporated by reference from
Issuer’s Schedule 14A filed with the SEC on September 26, 2014.
* * * * * *
___________________________________
(5) Based
on 100,749,924 Common Shares, 7,185,356 Series A Common Shares and 8,240
Preferred Shares of TDS on August 31, 2014.
Schedule 13D
Issuer: United States Cellular Corporation
Page 10 of 10
JOINT FILING
AGREEMENT
The undersigned hereby agree and consent,
pursuant to Rule 13d-1(f)(1), to the joint filing of all Schedules 13D and/or
Schedules 13G (including any amendments thereto) on behalf of such parties with
respect to the Issuer.
SIGNATURES
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement
is true, complete and correct.
Dated as of September 26, 2014.
TELEPHONE AND DATA SYSTEMS, INC.
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TRUSTEES
OF AMENDMENT AND RESTATEMENT (DATED AS OF APRIL 22, 2005) OF VOTING TRUST
UNDER AGREEMENT DATED AS OF JUNE 30, 1989
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By
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/s/ LeRoy T. Carlson, Jr.
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/s/ Walter C. D. Carlson*
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LeRoy T. Carlson, Jr.
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Walter C. D. Carlson
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President and Chief Executive Officer
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/s/ Letitia G. Carlson, M.D.*
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Letitia G. Carlson, M.D.
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/s/ Prudence E. Carlson*
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Prudence E. Carlson
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/s/ LeRoy T. Carlson, Jr.
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LeRoy T. Carlson, Jr.
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*By
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/s/ LeRoy T. Carlson, Jr.
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LeRoy T. Carlson, Jr.
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Attorney-in-Fact for above Trustees*
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* Pursuant to Joint
Filing Agreement and Power of Attorney previously filed with the Securities
and Exchange Commission and incorporated by reference herein.
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Signature Page to the
16th Amendment to the
Amended and Restated
Schedule 13D
relating to the direct
and indirect beneficial ownership of the
Common Stock of United
States Cellular Corporation by
Telephone and Data
Systems, Inc., and The Voting Trust, respectively.
Schedule 13D APPENDIX
A
Issuer: United States Cellular Corporation
Page 1 of 4 of Appendix A
DIRECTORS OF TDS
(I)
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(a)
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Name:
LeRoy T. Carlson, Jr.
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(b)
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Business Address:
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
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(c)
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Present Principal Occupation or Employment:
President and Chief Executive
Officer of Telephone and Data Systems, Inc.
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(f)
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Citizenship:
United States
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(II)
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(a)
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Name:
Prudence E. Carlson
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(b)
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Business Address:
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
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(c)
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Present Principal Occupation or Employment:
Private Investor
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(f)
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Citizenship:
United States
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(III)
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(a)
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Name:
Kenneth R. Meyers
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(b)
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Business Address:
United States Cellular Corporation
8410 West Bryn Mawr
Chicago, Illinois 60631
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(c)
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Present Principal Occupation or Employment:
President and Chief Executive Officer
of United States Cellular Corporation
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(f)
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Citizenship:
United States
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Schedule 13D APPENDIX
A
Issuer: United States Cellular Corporation
Page 2 of 4 of Appendix A
(IV)
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(a)
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Name:
Clarence A. Davis
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(b)
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Business Address:
Telephone and Data Systems,
Inc.
30 North LaSalle Street
Suite 4000
Chicago, IL 60602
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(c)
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Present Principal Occupation or Employment:
Business Consultant
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(f)
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Citizenship:
United States
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(V)
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(a)
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Name:
Walter C.D. Carlson
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(b)
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Business Address:
Sidley Austin LLP
One S. Dearborn Street
Chicago, Illinois 60603
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(c)
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Present Principal Occupation or Employment:
Partner of the law firm of
Sidley Austin LLP
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(f)
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Citizenship:
United States
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(VI)
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(a)
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Name:
Letitia G. Carlson, M.D.
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(b)
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Business Address:
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
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(c)
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Present Principal Occupation or Employment:
Physician and Associate
Clinical Professor at George Washington University Medical Center
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(f)
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Citizenship:
United States
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Schedule 13D APPENDIX
A
Issuer: United States Cellular Corporation
Page 3 of 4 of Appendix A
(VII)
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(a)
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Name:
David A. Wittwer
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(b)
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Business Address:
TDS Telecommunications Corporation
525 Junction Road
Madison, Wisconsin 53717
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(c)
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Present Principal Occupation or Employment:
President and Chief Executive
Officer of TDS Telecommunications Corporation, a wholly-owned subsidiary of
Telephone and Data Systems, Inc.
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(f)
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Citizenship:
United States
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(VIII)
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(a)
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Name:
Herbert S. Wander
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(b)
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Business Address:
Katten Muchin Rosenman LLP
525 West Monroe Street
Suite 1600
Chicago, Illinois 60606-3693
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(c)
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Present Principal Occupation or Employment:
Partner of the law firm of
Katten Muchin Rosenman LLP
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(f)
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Citizenship:
United States
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(IX)
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(a)
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Name:
George W. Off
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(b)
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Business Address:
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, IL 60602
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(c)
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Present Principal Occupation or Employment:
Private Investor
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(f)
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Citizenship:
United States
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Schedule 13D APPENDIX
A
Issuer: United States Cellular Corporation
Page 4 of 4 of Appendix A
(X)
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(a)
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Name:
Gary L.
Sugarman
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(b)
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Business Address:
160 Allens Creek Road
Suite 2
Rochester, NY 14618
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(c)
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Present Principal Occupation or Employment:
Managing Member of Richfield
Capital Partners
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(f)
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Citizenship:
United States
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(XI)
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(a)
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Name:
Mitchell H. Saranow
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(b)
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Business Address:
The Saranow Group, LLC
411 E. Business Center Drive Suite 104
Mt. Prospect, IL 60056
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(c)
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Present Principal Occupation or Employment:
Chairman of The Saranow Group,
LLC
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(f)
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Citizenship:
United States
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(XII)
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(a)
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Name:
Christopher D. O’Leary
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(b)
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Business Address:
General Mills
No. 1 General Mills Boulevard
Minneapolis, MN 55426
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(c)
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Present Principal Occupation or Employment:
Executive Vice President, Chief Operating Officer-
International, of General Mills
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(f)
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Citizenship:
United States
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Schedule 13D APPENDIX
B
Issuer: United States Cellular Corporation
Page 1 of 4 of Appendix B
EXECUTIVE OFFICERS
OF TDS
(I)
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(a)
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Name:
LeRoy T. Carlson, Jr.
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(b)
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Business Address:
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
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(c)
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Present Principal Occupation or Employment:
President and Chief Executive Officer of Telephone and Data
Systems, Inc.
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(f)
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Citizenship:
United States
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(II)
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(a)
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Name:
LeRoy T. Carlson
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(b)
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Business Address:
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
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(c)
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Present Principal Occupation or Employment:
Chairman Emeritus of Telephone
and Data Systems, Inc.
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(f)
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Citizenship:
United States
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(III)
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(a)
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Name:
Kenneth R. Meyers
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(b)
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Business Address:
United States Cellular Corporation
8410 West Bryn Mawr
Chicago, Illinois 60631
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(c)
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Present Principal Occupation or Employment:
President and Chief Executive
Officer of United
States Cellular Corporation, an over 80%-owned
subsidiary of Telephone and Data Systems, Inc.
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(f)
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Citizenship:
United States
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Schedule 13D APPENDIX
B
Issuer: United States Cellular Corporation
Page 2 of 4 of Appendix B
(IV)
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(a)
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Name:
David A. Wittwer
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(b)
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Business Address:
TDS Telecommunications Corporation
525 Junction Road
Madison, Wisconsin 53717
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(c)
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Present Principal Occupation or Employment:
President
and Chief Executive Officer of TDS Telecommunications Corporation, a
wholly-owned subsidiary of Telephone and Data Systems, Inc.
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(f)
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Citizenship:
United States
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(V)
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(a)
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Name:
Joseph R. Hanley
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(b)
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Business Address:
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, IL 60602
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(c)
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Present Principal Occupation or Employment:
Senior Vice President – Technology, Services and Strategy
of Telephone and Data Systems, Inc.
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(f)
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Citizenship:
United States
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(VI)
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(a)
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Name:
Peter L. Sereda
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(b)
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Business Address:
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, IL 60602
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(c)
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Present Principal Occupation or Employment:
Senior Vice President – Finance
and Treasurer of Telephone and Data Systems, Inc.
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(f)
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Citizenship:
United States
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Schedule 13D APPENDIX
B
Issuer: United States Cellular Corporation
Page 3 of 4 of Appendix B
(VII)
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(a)
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Name:
Douglas D. Shuma
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(b)
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Business Address:
Telephone and Data Systems, Inc.
8401 Greenway Blvd.
Middleton, WI 53562
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(c)
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Present Principal Occupation or Employment:
Senior Vice President and
Controller of Telephone and Data Systems, Inc.
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(f)
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Citizenship:
United States
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(VIII)
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(a)
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Name:
Kurt B. Thaus
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(b)
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Business Address:
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, IL 60602
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(c)
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Present Principal Occupation or Employment:
Senior Vice President and Chief
Information Officer of Telephone and Data Systems, Inc.
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(f)
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Citizenship:
United States
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(IX)
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(a)
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Name:
Scott H. Williamson
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(b)
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Business Address:
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
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(c)
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Present Principal Occupation or Employment:
Senior Vice President –
Acquisitions and Corporate Development of Telephone and Data Systems, Inc.
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(f)
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Citizenship:
United States
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Schedule 13D APPENDIX
B
Issuer: United States Cellular Corporation
Page 4 of 4 of Appendix B
(X)
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(a)
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Name:
C.
Theodore Herbert
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(b)
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Business Address:
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
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(c)
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Present Principal Occupation or Employment:
Vice President-Human Resources
of Telephone and Data Systems, Inc.
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(f)
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Citizenship:
United States
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Schedule 13D APPENDIX
C
Issuer: United States Cellular Corporation
Page 1 of 2 of Appendix C
TRUSTEES OF THE
VOTING TRUST
(I)
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(a)
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Name:
LeRoy T. Carlson, Jr.
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(b)
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Business Address:
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
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(c)
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Present Principal Occupation or Employment:
President and Chief Executive
Officer of Telephone and Data Systems, Inc.
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(f)
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Citizenship:
United States
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(II)
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(a)
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Name:
Walter C.D. Carlson
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(b)
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Business Address:
Sidley Austin LLP
One S. Dearborn Street
Chicago, Illinois 60603
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(c)
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Present Principal Occupation or Employment:
Partner of the law firm of
Sidley Austin LLP
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(f)
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Citizenship:
United States
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(III)
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(a)
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Name:
Letitia G. Carlson, M.D.
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(b)
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Business Address:
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
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(c)
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Present Principal Occupation or Employment:
Physician and Associate
Clinical Professor at George Washington University Medical Center
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(f)
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Citizenship:
United States
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Schedule 13D APPENDIX
C
Issuer: United States Cellular Corporation
Page 2 of 2 of Appendix C
(IV)
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(a)
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Name:
Prudence
E. Carlson
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(b)
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Business Address:
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, IL 60602
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(c)
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Present Principal Occupation or Employment:
Private Investor
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(f)
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Citizenship:
United States
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Schedule 13D
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APPENDIX D
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Issuer: United
States Cellular Corporation
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Page 1 of 1 of
Appendix D
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Name
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Number of Common Shares Beneficially
Owned as of Latest Practicable Date
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Percentage of Class of the Issuer’s
Common Shares
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LeRoy T.
Carlson
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1,243
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*
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LeRoy T.
Carlson, Jr.
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—
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*
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Letitia G.
Carlson, M.D.
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—
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*
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Prudence E.
Carlson
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—
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*
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Walter C.D.
Carlson
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13,978
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*
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Clarence A.
Davis
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—
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*
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Joseph Hanley
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—
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*
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C. Theodore
Herbert
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—
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*
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Kenneth R.
Meyers
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68,937 (1)
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*
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George W. Off
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500
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*
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Christopher D.
O’Leary
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—
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*
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Mitchell H.
Saranow
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—
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*
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Peter L. Sereda
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—
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*
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Douglas D.
Shuma
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—
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*
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Gary L.
Sugarman
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—
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*
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Kurt B. Thaus
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—
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*
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Herbert S.
Wander
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—
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*
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Scott H. Williamson
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—
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*
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David A.
Wittwer
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—
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*
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TOTAL
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84,658
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* Less than 1%
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(1) Includes
26,604 Common Shares subject to stock options that are currently exercisable
or exercisable within 60 days of August 31, 2014.
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