See
“Notice Regarding Consent of Arthur Andersen LLP” included in Exhibit 23.2
hereto which is incorporated by reference herein.
Item 4. Description of
Securities.
Incorporated
herein by reference. See Item 3.
Item 5. Interests of
Named Experts and Counsel.
Certain
legal matters relating to the securities registered hereby will be addressed by Sidley
Austin Brown & Wood, 10 S. Dearborn Street, Bank One Plaza, Chicago, Illinois 60603.
The Company is controlled by Telephone and Data Systems, Inc. (“TDS”) and the
following persons are members of Sidley Austin Brown & Wood: Walter C.D. Carlson, a
trustee and beneficiary of a voting trust that controls TDS, the chairman of the board of
directors of TDS and a director of the Company; William S. DeCarlo, the Acting General
Counsel of TDS and an Assistant Secretary of TDS and certain subsidiaries of TDS; and
Stephen P. Fitzell, the General Counsel and/or an Assistant Secretary of the Company and
certain other subsidiaries of TDS. Walter C.D. Carlson does not provide legal services to
TDS, the Company or their subsidiaries.
Item 6. Indemnification
of Directors and Officers.
Article
XI of the Company’s Restated Certificate of Incorporation, as amended, contains a
provision providing that no director or officer of the Company shall be personally liable
to the Company or its stockholders for monetary damages for breach of fiduciary duty as a
director or officer except for breach of the director’s or officer’s duty of
loyalty to the Company or its stockholders, acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, unlawful payment of
dividends, unlawful stock redemptions or repurchases and transactions from which the
director or officer derived an improper personal benefit.
Article
XI of the Company’s Restated Certificate of Incorporation, as amended, also provides
that the Company shall indemnify directors and officers of the Company, its consolidated
subsidiaries and certain other related entities to the fullest extent permitted by the
Delaware General Corporation Law (“DGCL”). Under the DGCL, directors and
officers, as well as other employees or persons, may be indemnified against judgments,
fines and amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other than an
action by or in the right of the corporation — a “derivative action”), and
against expenses (including attorney’s fees) in any action (including a derivative
action), if they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe their conduct was unlawful.
However, in the case of a derivative action, a person cannot be indemnified for expenses
in respect of any matter as to which the person is adjudged to be liable to the
corporation unless and to the extent a court determines that such person is fairly and
reasonably entitled to indemnity for such expenses.
The
DGCL also provides that, to the extent a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any action or
matter, the corporation must indemnify such party against expenses (including
attorneys’ fees) actually and reasonably incurred by such party in connection
therewith.
The
DGCL provides that expenses incurred by a director or officer in defending any action may
be paid by a Delaware corporation in advance of the final disposition of the action upon
receipt of an undertaking by or on behalf of such director or officer to repay such amount
if it is ultimately determined that such party is not entitled to be indemnified by the
corporation.
The
Company’s Restated Certificate of Incorporation, as amended, states that the right to
indemnification conferred in Article XI thereof is a contract right and includes the right
to be paid by the Company for expenses incurred in defending proceedings covered by
Article XI in advance of their final disposition; provided, however, that, if the
DGCL requires, the payment of such expenses in advance of the final disposition of a
proceeding shall be made only upon delivery to the Company of an undertaking, by or on
behalf of an indemnified director or officer, to
4
repay all amounts so advanced if it shall
ultimately be determined that such director or officer is not entitled to be indemnified
under the Restated Certificate of Incorporation, as amended, or otherwise.
The
DGCL provides that the indemnification and advancement of expenses provided thereby are
not exclusive of any other rights granted by bylaws, agreements or otherwise, and provides
that a corporation shall have the power to purchase and maintain insurance on behalf of
any person, whether or not the corporation would have the power to indemnify such person
under Delaware law.
The
Company has directors’ and officers’ liability insurance which provides, subject
to certain policy limits, deductible amounts and exclusions, coverage for all persons who
have been, are or may in the future be, directors or officers of the Company, against
amounts which such persons must pay resulting from claims against them by reason of their
being such directors or officers during the policy period for certain breaches of duty,
omissions or other acts done or wrongfully attempted or alleged.
Insofar
as indemnification for liabilities arising under the 1933 Act may be permitted to
directors, officers and controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the 1933 Act and
is, therefore, unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid by a
director, officer or controlling person of the Company in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final adjudication of such
issue.
Item 7. Exemption from
Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The
exhibits accompanying this Registration Statement are listed on the accompanying Exhibit
Index. The Plan is not intended to be qualified under Section 401(a) of the Internal
Revenue Code.
Item 9. Undertakings.