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FORM 8-K Washington, D.C. 20549 CURRENT REPORT Pursuant to Section 13
or 15(d) of Date of Report (Date of earliest event reported): January 22, 2007 UNITED STATES CELLULAR CORPORATION |
| Delaware (State or other jurisdiction of incorporation) |
1-9712 (Commission File Number) |
62-1147325 (IRS Employer Identification No.) |
| 8410 West Bryn Mawr, Suite 700, Chicago, Illinois (Address of principal executive offices) |
60631 (Zip Code) |
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Registrant's telephone number, including area code: (773) 399-8900 |
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Not Applicable |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 8.01. Other Matters. This Form 8-K updates disclosures previously made by United States Cellular Corporation ("U.S. Cellular") on Forms 8-K dated November 6, November 13, November 15, November 22, December 8, 2006 and January 12, 2007 relating to the restatement of certain financial statements and delayed filing of its Quarterly Report on Form 10-Q ("Form 10-Q") for the period ended September 30, 2006. On November 6, 2006, U.S. Cellular disclosed that it will restate its financial results for each of the three years in the period ended December 31, 2005, including quarterly information for 2005 and 2004, and certain selected financial data for 2002. U.S. Cellular also disclosed that it will restate its Form 10-Q for the periods ended March 31, 2006 and June 30, 2006 (collectively, "the restatements"). As a result of the restatements, U.S. Cellular also disclosed that it would delay the filing with the Securities and Exchange Commission of its Form 10-Q for the period ended September 30, 2006. As previously disclosed, the restatements and delayed filings have resulted in non-compliance with listing standards of the American Stock Exchange ("AMEX"). U.S. Cellular previously received an extension to regain compliance with the AMEX listing standards until January 22, 2007. On January 19, 2007, the AMEX granted U.S. Cellular an extension until February 12, 2007 to regain compliance with AMEX listing standards. On January 22, 2007, U.S. Cellular and its parent company, Telephone and Data Systems, Inc., issued a joint press release relating to the foregoing, which is attached hereto as Exhibit 99.1 and incorporated by reference herein. Item 9.01. Financial Statements and Exhibits (d) Exhibits: In accordance with the provisions of Item 601 of Regulation S-K, any Exhibits filed or furnished herewith are set forth on the Exhibit Index attached hereto. Attached as Exhibit 99.2 is a safe harbor cautionary statement under the Private Securities Litigation Reform Act of 1995. |
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SIGNATURES Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereto duly authorized. United States Cellular Corporation
Date: January 22, 2007 |
| By: | /s/ Stephen T. Campbell | ||
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| Stephen T. Campbell | |||
| Executive Vice President - Finance, Chief Financial Officer, Treasurer and Controller |
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EXHIBIT INDEX The following exhibits are filed or furnished herewith as noted below. |
| Exhibit No. |
Description | |
| 99.1 | Press Release issued January 22, 2007
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| 99.2 | Private Securities Litigation Reform Act of 1995 Safe Harbor Cautionary Statement |