UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 TELEPHONE AND DATA SYSTEMS, INC. ---- ---------------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware 36-2669023 ----------------------------------- --------------------------------- (State of Incorporation or Organization) (IRS Employer Identification no.) 30 North LaSalle Street Chicago, Illinois 60602 -------------------------------------------- (Address of Principal Executive Offices) (Zip Code) If this form relates to the registration of a class of If this form relates to the registration of a class of securities securities pursuant to Section 12(b) of the Exchange Act pursuant to Section 12(g) of the Exchange Act and is and is effective pursuant to General Instruction A.(c), effective pursuant to General Instruction A.(d), check the check the following box. /x/ following box. / / SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER TO WHICH THIS FORM RELATES: 333-71632 -------------- SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: Name of Each Exchange Title of Each Class to be so Registered on Which Each Class is to be Registered --------------------------------------- --------------------------------------- 7.60% Series A Notes due 2041 New York Stock Exchange 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 7.60% Series A Notes due 2041 ("Notes") to be registered hereby is contained in the "Description of Debt Securities" set forth in the Prospectus dated November 28, 2001 and in the "Description of the Notes" set forth in the Prospectus Supplement dated November 28, 2001, filed as part of the Registrant's Registration Statement Number 333-71632 under the Securities Act of 1933, and such descriptions are incorporated herein by reference. Item 2. Exhibits. Exhibit Number Description of Exhibit ------ ---------------------- 1. Indenture dated as of November 1, 2001 between the Registrant and BNY Midwest Trust Company (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2001). 2. First Supplemental Indenture dated November 28, 2001 between the Registrant and BNY Midwest Trust Company, including Form of 7.60% Series A Notes due 2041 attached as Exhibit A thereto. 2 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. TELEPHONE AND DATA SYSTEMS, INC. Date: November 29, 2001 By: /s/ Sandra L. Helton ------------------------------- Name: Sandra L. Helton Title: Executive Vice President and Chief Financial Officer 3 Exhibit Index Exhibit Number Description of Exhibit ------ ---------------------- 1. Indenture dated as of November 1, 2001 between the Registrant and BNY Midwest Trust Company (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2001). 2. First Supplemental Indenture dated November 28, 2001 between the Registrant and BNY Midwest Trust Company, including Form of 7.60% Series A Notes due 2041 attached as Exhibit A thereto. 4