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TELEPHONE AND DATA SYSTEMS INC. FILES SHELF FOR ACQUISITIONS

 CHICAGO, Feb. 16 /PRNewswire/ -- Telephone and Data Systems Inc. (TDS) (AMEX: TDS) announced today that it had filed a "shelf" registration statement covering the possible future issuance of up to 3,000,000 of its common shares in connection with its continuing acquisition program.
 TDS has greatly strengthened its cellular telephone and local telephone operations through acquisitions. Since Dec. 31, 1989, strategic acquisitions have nearly doubled the number of population equivalents United States Cellular Corp. (AMEX: USM), TDS's 82.8 percent-owned subsidiary, owns or has the right to acquire. During the same period, acquisitions have increased the number of TDS's local telephone access lines by 9.5 percent. TDS and USM are currently negotiating agreements for the acquisition of additional telecommunications properties. USM is also contemplating additional trades or dispositions of interests in some markets that do not fit well with its long-term plans.
 LeRoy T. Carlson Jr., TDS president and chief executive officer, stated, "Our policy of acquiring ownership interests in attractive cellular properties is the primary reason why TDS has more population equivalents ( pops') per access line than any other publicly traded telephone company. Our acquisition team has greatly strengthened USM's strategic position through acquisitions and trades that are building strong regional clusters of cellular markets. This creates substantial operating synergies." Carlson continued, "the shares being registered today will enable TDS and USM to continue their search for new growth opportunities in telecommunications."
 Since the end of 1989, TDS and USM have issued or have entered into commitments to issue a total of approximately 11.1 million TDS common shares, 8.2 million USM common shares and other consideration in connection with the acquisition of cellular telephone interests totaling 9.6 million pops at an average cost of approximately $71 per pop. As a result of these acquisitions, USM owned or had the right to acquire cellular interests representing approximately 21.2 million pops in 74 Metropolitan Statistical Areas and 199 Rural Service Areas in 37 states at Dec. 31, 1992. The table below summarizes the growth in USM's cellular telephone operations.
 Dec. 31,
 1992 1991 1990 1989
 Pops, millions
 USM 21.2 18.2 14.4 9.1
 TDS(1) 15.7 13.3 10.9 9.9
 TDS pops per 1,000 common
 and Series A common shares(2) 342 353 345 328
 Estimated debt per pop $12.50 $14.00 $10.00 $5.00
 (1) Represents TDS's proportionate share of USM's pops at the end of each period after giving full effect to all of USM's commitments to issue common stock under definitive acquisition agreements. 1989 includes 2.5 million pops 100 percent owned by TDS at the end of that year.
 (2) Represents TDS's proportionate share of USM's pops divided by the sum of TDS Common and Series A Common Shares outstanding at the end of each period after giving full effect to all of TDS's commitments to issue common stock under definitive acquisition agreements.
 TDS has enhanced its financial position by issuing equity securities to finance most of the telephone and cellular telephone acquisitions it has completed since 1989. As a result, the company has gained substantial cellular and telephone growth opportunities and at the same time built a strong financial base. The following table summarizes the number of TDS Common and Series A Common Shares outstanding at Dec. 31, 1992, shares to be issued pursuant to acquisition agreements, unissued shares previously registered for acquisitions, and the shares being newly registered:
 Common shares Series A
 Shares outstanding Common shares
 at Dec. 31, 1992 34,383,500 6,863,800
 Shares to be issued in
 the future pursuant to
 definitive acquisition
 agreements 4,722,600 --
 Total shares outstanding
 and to be issued 38,106,100 6,863,800
 Unissued shares previously
 registered for acquisitions 5,190,200 --
 Shares being registered
 for acquisitions 3,000,000 --
 The registration statement relating to the securities being registered has not yet become effective. Such securities may not be offered for acquisitions nor may offers to be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. Any offering will be made only by means of a prospectus.
 TDS is a diversified Chicago-based telecommunications service company with established local telephone operations and developing cellular telephone and radio paging operations. TDS seeks to build value for its shareholders by providing excellent communications services in attractive, closely related segments of the telecommunications industry.
 -0- 2/16/93
 /CONTACT: Murray Swanson, executive vice president-finance of TDS, 312-630-1900 (out-of-town media please call collect)/
 (TDS)


CO: Telephone and Data Systems Inc. ST: Illinois IN: TLS SU: TNM

WB -- NY115 -- 6902 02/16/93 15:35 EST
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Date:Feb 16, 1993
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