ARRAY DIGITAL INFRASTRUCTURE, INC. — Regulatory Filings 2014

Dec 2, 2014

8-A12B 1 usmform8a.htm 8-A12B

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

CURRENT REPORT

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

UNITED STATES CELLULAR CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	62-1147325
(State or other
jurisdictionof incorporation)	(IRS Employer
Identification No.)
8410 West Bryn
Mawr, Chicago, Illinois	60631
(Address of principal
executive offices)	(Zip Code)

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

| Title
of Each Class To
be so Registered | Name
of Each Exchange On
Which Each Class is to be Registered |
| --- | --- |
| 7.25% Senior Notes due 2063 | New York Stock Exchange |

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A (c), check the following box. x

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A (d), check the following box. o

SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER TO WHICH THIS FORM RELATES: 333-188971

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

None.

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Description of Registrant’s Securities to be Registered.

A description of the Registrant’s 7.25% Senior Notes due 2063 (the “Notes”) to be registered hereby is contained under the caption “Description of the Notes” set forth in the Prospectus Supplement dated December 1, 2014, and under the caption “Description of Debt Securities” set forth in the Prospectus dated December 1, 2014, as filed with the Securities and Exchange Commission under Rule 424(b)(5) under the Securities Act of 1933, as amended, with respect to the Registrant’s Registration Statement on Form S-3 (Registration No. 333-188971), and such descriptions are incorporated herein by reference thereto.

Item 2. Exhibits.

Exhibit

Number Description of Exhibit

1. Indenture dated as of June 1, 2002 between the Registrant and The Bank of New York Mellon Trust Company, N.A. (formerly known as the Bank of New York Trust Company, N.A., as successor to BNY Midwest Trust Company), filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-3 (Registration No. 333-88344) and incorporated herein by reference thereto.

2. Form of Seventh Supplemental Indenture between the Registrant and The Bank of New York Mellon Trust Company, N.A., including the form of 7.25% Senior Notes due 2063 attached as Exhibit A thereto.

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SIGNATURE
Pursuant to the
requirements of Section 12 of the Securities Exchange Act of 1934, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereto duly authorized.
United States
Cellular Corporation
Date:	December 2,
2014
By:	/s/ Steven T.
Campbell
	Steven T.
Campbell
	Executive Vice
President - Finance,
	Chief Financial
Officer and Treasurer

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EXHIBIT INDEX
Exhibit Number	Description
of Exhibit
1.	Indenture dated
as of June 1, 2002 between the Registrant and The Bank of New York Mellon
Trust Company, N.A. (formerly known as the Bank of New York Trust Company,
N.A., as successor to BNY Midwest Trust Company), filed as Exhibit 4.1 to the
Registrant’s Registration Statement on Form S-3 (Registration No. 333-88344)
and incorporated herein by reference thereto.
2.	Form of Seventh
Supplemental Indenture dated between the Registrant and The Bank of New York
Mellon Trust Company, N.A., including the form of 7.25% Senior Notes due 2063
attached as Exhibit A thereto.

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