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 following persons are members of Sidley Austin Brown & Wood: Walter C.D. Carlson,
a trustee and beneficiary of a voting trust that controls the Company, the chairman of the
board and member of the board of directors of the Company and a director of United States
Cellular Corporation, a subsidiary of the Company; William S. DeCarlo, the Acting General
Counsel of the Company and an Assistant Secretary of the Company and certain subsidiaries
of the Company; and Stephen P. Fitzell, the General Counsel and/or an Assistant Secretary
of certain subsidiaries of the Company. Walter C.D. Carlson does not provide legal
services to the Company or its subsidiaries.
Item 6. Indemnification
of Directors and Officers.
The
Company’s Restated Certificate of Incorporation 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.
The
Restated Certificate of Incorporation also provides that the Company shall indemnify
directors and officers of the Company, its consolidated subsidiaries and certain other
related entities generally in the same manner and to the extent permitted by the Delaware
General Corporation Law, as more specifically provided in the Restated Bylaws of the
Company. The Restated Bylaws provide for indemnification and permit the advancement of
expenses by the Company generally in the same manner and to the extent permitted by the
Delaware General Corporation Law, subject to compliance with certain requirements and
procedures specified in the Restated Bylaws. In general, the Restated Bylaws require that
any person seeking indemnification must provide the Company with sufficient documentation
as described in the Restated Bylaws and, if an undertaking to return advances is
required, to deliver an undertaking in the form prescribed by the Company and provide
security for such undertaking if considered necessary by the Company. In addition, the
Restated Bylaws specify that, except to the extent required by law, the Company does not
intend to provide indemnification to persons under certain circumstances, such as where
the person was not acting in the interests of the Company or was otherwise involved in a
crime or tort against the Company.
Under
the Delaware General Corporation Law, 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.
Delaware
law 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.
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.
3
The
Delaware General Corporation Law 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 Securities 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 Securities
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 Securities 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.