FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 1, 2007
UNITED
STATES CELLULAR CORPORATION
(Exact name of registrant as specified in its charter)
Delaware |
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1-9712 |
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62-1147325 |
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(Commission |
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(IRS Employer |
jurisdiction of |
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File Number) |
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Identification No.) |
incorporation) |
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8410 West Bryn Mawr, Suite 700, Chicago, Illinois |
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60631 |
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(Address of principal executive offices) |
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(Zip Code) |
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Registrants telephone number, including area code: (773) 399-8900 |
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Not Applicable |
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(Former name or former address, if changed since last report)
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition
The disclosures under Item 8.01 Other Matters below are incorporated by reference herein.
The information in this Item 2.02 of Form 8-K is being furnished and shall not be deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.
Item 8.01. Other Matters.
On March 1, 2007, United States Cellular Corporation (U.S. Cellular) issued a news release disclosing that it had filed a Form 12b-25 with the Securities and Exchange Commission (SEC) with respect to its Annual Report on Form 10-K (Form 10-K) for the year ended December 31, 2006. A copy of the news release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
The Form 10-K for the year ended December 31, 2006 was due by March 1, 2007. Although U.S. Cellular has extended such date to March 16, 2007 by filing Form 12b-25 with the SEC, the Form 10-K will not be completed by the extended deadline of March 16, 2007. Accordingly, U.S. Cellulars Form 10-K for the year ended December 31, 2006 will not be filed on a timely basis. U.S. Cellular expects to file the Form 10-K as promptly as possible.
Reference is made to U.S. Cellulars Form 12b-25 dated March 1, 2007 and press release attached hereto as Exhibit 99.1 for further information.
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.
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 |
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(Registrant) |
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Date: March 1, 2007 |
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By: |
/s/ Steven T. Campbell |
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Steven T. Campbell |
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Executive Vice President Finance, |
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Chief Financial Officer, Treasurer and Controller |
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EXHIBIT INDEX
The following exhibits are filed or furnished herewith as noted below.
Exhibit |
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Description |
99.1 |
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Press Release dated March 1, 2007 |
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99.2 |
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Private Securities Litigation Reform Act of 1995 Safe Harbor Cautionary Statement |