ARRAY DIGITAL INFRASTRUCTURE, INC. — Regulatory Filings 2013

Sep 20, 2013

8-K 1 USM8K.htm 8-K

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): September 16, 2013

UNITED STATES CELLULAR CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-9712	62-1147325
(State or other
jurisdiction of incorporation)	(Commission File
Number)	(I.R.S. Employer
Identification No.)
8410 West Bryn
Mawr, Chicago, Illinois		60631
(Address of principal
executive offices)		(Zip Code)

Registrant's telephone number, including area code: (773) 399-8900

Not Applicable

(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):

|  | Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| --- | --- |
|  | Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|  | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
|  | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |

Item 1.01. Entry into a Material Definitive Agreement .

On September 16, 2013, United States Cellular Corporation (“U.S. Cellular”), as issuer, entered into an Indenture with The Bank of New York Mellon Trust Company, N.A., as trustee (“Trustee”), which permits U.S. Cellular to issue subordinated debt securities from time to time (the “Subordinated Indenture”).

The description of the terms and conditions of the Subordinated Indenture, and the relationships between U.S. Cellular and the Trustee, are set forth in the Prospectus that is part of U.S. Cellular’s Registration Statement on Form S-3, as amended (Registration No. 333-188971), under the caption “Description of Debt Securities”, and is incorporated by reference herein. The form of the Subordinated Indenture had previously been filed as Exhibit 4.2 to such Registration Statement. An executed conformed copy of this indenture is being filed as an Exhibit to this Form 8-K.

There have been no securities issued under the Subordinated Indenture as of this time.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits:

In accordance with the provisions of Item 601 of Regulation S-K, any Exhibits filed herewith are set forth on the Exhibit Index attached hereto.

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
(Registrant)
Date:	September 20,
2013
By:	/s/ Steven T.
Campbell
	Steven T.
Campbell
	Executive Vice
President - Finance,
	Chief Financial
Officer and Treasurer

EXHIBIT INDEX
The following exhibits are filed
herewith as noted below.
Exhibit No.	Description
4.1	Subordinated Indenture dated September 16, 2013, between United
States Cellular Corporation, as issuer, and The Bank of New York Mellon Trust
Company, N.A., as trustee