-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PIFF3StnsmgxStxntKSjLNHeR+178opkqPeZBY2LZM4dd1L85f6MUTLIqX0tKiHX Hjj5lPwdCu3/KIwoU0ahHw== 0000913115-98-000004.txt : 19980828 0000913115-98-000004.hdr.sgml : 19980828 ACCESSION NUMBER: 0000913115-98-000004 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980827 SROS: AMEX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RURAL CELLULAR CORP CENTRAL INDEX KEY: 0000869561 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 411693295 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-49425 FILM NUMBER: 98699413 BUSINESS ADDRESS: STREET 1: 3905 DAKOTA ST SW STREET 2: P O BOX 2000 CITY: ALEXANDRIA STATE: MN ZIP: 56308 BUSINESS PHONE: 3207622000 MAIL ADDRESS: STREET 1: P O BOX 2000 CITY: ALEXANDRIA STATE: MN ZIP: 56038 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TELEPHONE & DATA SYSTEMS INC VOTING TRUST 1989 CENTRAL INDEX KEY: 0000913115 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 366125594 STATE OF INCORPORATION: IA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O TELEPHONE & DATA SYSTEMS INC STREET 2: 30 NORTH LA SALLE STREET, SUITE 4000 CITY: CHICAGO STATE: IL ZIP: 60602 BUSINESS PHONE: 6088288324 MAIL ADDRESS: STREET 1: C/O TELEPHONE & DATA SYSTEMS INC STREET 2: PO BOX 628010 CITY: MIDDLETON STATE: WI ZIP: 53562-8010 SC 13G 1 SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information to be included in Statements filed Pursuant to Rules 13d-1(b)(c), and (d) and Amendments thereto filed pursuant to Rule 13d-2 (b) Under the Securities Exchange Act of 1934 (Amendment No. __)* Rural Cellular Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Class A Common Stock, par value $.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 781904107 ----------------------------------------------------- (CUSIP Number) See Attachment ----------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |_| Rule 13d-1(b) |X| Rule 13d-1(c) |_| Rule 13d-1(d) * The remainder of this cover page shall be filed out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Issuer: Rural Cellular Corporation CUSIP No. 781904107 13G Page 2 of 19 Pages ------------------ ----- ------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Trustees of the TDS Voting Trust under Agreement dated June 30, 1989 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF Not Applicable SHARES BENEFICIALLY OWNED BY 6 SHARED VOTING POWER - 671,799 EACH shares of Class A Common Stock REPORTING (which have one vote per share) PERSON and 137,398 shares of Class B WITH Common Stock (which have ten votes per share).1 7 SOLE DISPOSITIVE POWER Not Applicable 8 SHARED DISPOSITIVE POWER Same as 6 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Same as 6 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* Not Applicable 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) - Reporting person beneficially owns 8.8% of the Class A Common Stock and 10.9% of the Class B Common Stock of the Issuer, representing approximately 9.1% of the Issuer's outstanding classes of Common Stock and 10.1% of the Issuer's voting power.2 Class B Common Stock is convertible to Class A Common Stock on a share-for-share basis. 12 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! - ----------------------- 1 Includes 85,000 shares of Class A Common Stock and 4,801 shares of Class B Common Stock held by Hancock Cellular Telephone Company for which beneficial ownership is disclaimed. 2 Based on 7,636,754 shares of Class A Common Stock and 1,260,668 shares of Class B Common Stock issued and outstanding on July 30, 1998 as reported by Rural Cellular Corporation on its Form 10-Q filed with the Securities and Exchange Commission on August 11, 1998. Issuer: Rural Cellular Corporation CUSIP No. 781904107 13G Page 3 of 19 Pages --------------------- ----- ------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Telephone and Data Systems, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF Not Applicable SHARES BENEFICIALLY 6 SHARED VOTING POWER - 671,799 OWNED BY shares of Class A Common Stock EACH (which have one vote per share) REPORTING and 137,398 shares of Class B PERSON Common Stock (which have ten WITH votes per share).1 7 SOLE DISPOSITIVE POWER Not Applicable 8 SHARED DISPOSITIVE POWER Same as 6 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Same as 6 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* Not Applicable 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) - Reporting person beneficially owns 8.8% of the Class A Common Stock and 10.9% of the Class B Common Stock of the Issuer, representing approximately 9.1% of the Issuer's outstanding classes of Common Stock and 10.1% of the Issuer's voting power.2 Class B Common Stock is convertible to Class A Common Stock on a share-for-share basis. 12 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! - ---------------------- 1 Includes 85,000 shares of Class A Common Stock and 4,801 shares of Class B Common Stock held by Hancock Cellular Telephone Company for which beneficial ownership is disclaimed. 2 Based on 7,636,754 shares of Class A Common Stock and 1,260,668 shares of Class B Common Stock issued and outstanding on July 30, 1998 as reported by Rural Cellular Corporation on its Form 10-Q filed with the Securities and Exchange Commission on August 11, 1998. Issuer: Rural Cellular Corporation CUSIP No. 781904107 13G Page 4 of 19 Pages --------------------- ----- ------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON United States Cellular Corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF Not Applicable SHARES BENEFICIALLY OWNED BY 6 SHARED VOTING POWER - 424,705 EACH shares of Class A Common Stock REPORTING (which have one vote per share) PERSON and 35,978 shares of Class B WITH Common Stock (which have ten votes per share).1 7 SOLE DISPOSITIVE POWER Not Applicable 8 SHARED DISPOSITIVE POWER Same as 6 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Same as 6 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* Not Applicable 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) - Reporting person beneficially owns 5.6% of the Class A Common Stock and 2.9% of the Class B Common Stock of the Issuer, representing approximately 5.2% of the Issuer's outstanding classes of Common Stock and 3.9% of the Issuer's voting power.2 Class B Common Stock is convertible to Class A Common Stock on a share-for-share basis. 12 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! - ---------------------- 1 Includes 85,000 shares of Class A Common Stock and 4,801 shares of Class B Common Stock held by Hancock Cellular Telephone Company for which beneficial ownership is disclaimed. 2 Based on 7,636,754 shares of Class A Common Stock and 1,260,668 shares of Class B Common Stock issued and outstanding on July 30, 1998 as reported by Rural Cellular Corporation on its Form 10-Q filed with the Securities and Exchange Commission on August 11, 1998. Issuer: Rural Cellular Corporation CUSIP No. 781904107 13G Page 5 of 19 Pages --------------------- ----- ------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON United States Cellular Investment Company 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF Not Applicable SHARES BENEFICIALLY OWNED BY EACH 6 SHARED VOTING POWER - 424,705 REPORTING shares of Class A Common Stock PERSON (which have one vote per share) WITH and 35,978 shares of Class B Common Stock (which have ten votes per share).1 7 SOLE DISPOSITIVE POWER Not Applicable 8 SHARED DISPOSITIVE POWER Same as 6 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Same as 6 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* Not Applicable 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) - Reporting person beneficially owns 5.6% of the Class A Common Stock and 2.9% of the Class B Common Stock of the Issuer, representing approximately 5.2% of the Issuer's outstanding classes of Common Stock and 3.9% of the Issuer's voting power.2 Class B Common Stock is convertible to Class A Common Stock on a share-for-share basis. 12 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! - ---------------------- 1 Includes 85,000 shares of Class A Common Stock and 4,801 shares of Class B Common Stock held by Hancock Cellular Telephone Company for which beneficial ownership is disclaimed. 2 Based on 7,636,754 shares of Class A Common Stock and 1,260,668 shares of Class B Common Stock issued and outstanding on July 30, 1998 as reported by Rural Cellular Corporation on its Form 10-Q filed with the Securities and Exchange Commission on August 11, 1998. Issuer: Rural Cellular Corporation CUSIP No. 781904107 13G Page 6 of 19 Pages --------------------- ----- ------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON TDS Telecommunications Corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF Not Applicable SHARES BENEFICIALLY OWNED BY 6 SHARED VOTING POWER - 247,094 EACH shares of Class A Common Stock REPORTING (which have one vote per share) PERSON and 101,420 shares of Class B WITH Common Stock (which have ten votes per share). 7 SOLE DISPOSITIVE POWER Not Applicable 8 SHARED DISPOSITIVE POWER Same as 6 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Same as 6 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* Not Applicable 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) - Reporting person beneficially owns 3.2% of the Class A Common Stock and 8.0% of the Class B Common Stock of the Issuer, representing approximately 3.9% of the Issuer's outstanding classes of Common Stock and 6.2% of the Issuer's voting power.1 Class B Common Stock is convertible to Class A Common Stock on a share-for-share basis. 12 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! - ---------------------- 1 Based on 7,636,754 shares of Class A Common Stock and 1,260,668 shares of Class B Common Stock issued and outstanding on July 30, 1998 as reported by Rural Cellular Corporation on its Form 10-Q filed with the Securities and Exchange Commission on August 11, 1998. Issuer: Rural Cellular Corporation CUSIP No. 781904107 13G Page 7 of 19 Pages --------------------- ----- ------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Arvig Telcom, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Minnesota 5 SOLE VOTING POWER NUMBER OF Not Applicable SHARES BENEFICIALLY OWNED BY 6 SHARED VOTING POWER - 172,348 EACH shares of Class A Common Stock REPORTING (which have one vote per share) PERSON and 70,243 shares of Class B WITH Common Stock (which have ten votes per share). 7 SOLE DISPOSITIVE POWER Not Applicable 8 SHARED DISPOSITIVE POWER Same as 6 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Same as 6 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* Not Applicable 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) - Reporting person beneficially owns 2.3% of the Class A Common Stock and 5.6% of the Class B Common Stock of the Issuer, representing approximately 2.7% of the Issuer's outstanding classes of Common Stock and 4.3% of the Issuer's voting power.1 Class B Common Stock is convertible to Class A Common Stock on a share-for-share basis. 12 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! - ---------------------- 1 Based on 7,636,754 shares of Class A Common Stock and 1,260,668 shares of Class B Common Stock issued and outstanding on July 30, 1998 as reported by Rural Cellular Corporation on its Form 10-Q filed with the Securities and Exchange Commission on August 11, 1998. Issuer: Rural Cellular Corporation CUSIP No. 781904107 13G Page 8 of 19 Pages --------------------- ----- ------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Arvig Cellular, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Minnesota 5 SOLE VOTING POWER NUMBER OF Not Applicable SHARES BENEFICIALLY OWNED BY 6 SHARED VOTING POWER - 172,348 EACH shares of Class A Common Stock REPORTING (which have one vote per share) PERSON and 70,243 shares of Class B WITH Common Stock (which have ten votes per share). 7 SOLE DISPOSITIVE POWER Not Applicable 8 SHARED DISPOSITIVE POWER Same as 6 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Same as 6 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* Not Applicable 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) - Reporting person beneficially owns 2.3% of the Class A Common Stock and 5.6% of the Class B Common Stock of the Issuer, representing approximately 2.7% of the Issuer's outstanding classes of Common Stock and 4.3% of the Issuer's voting power.1 Class B Common Stock is convertible to Class A Common Stock on a share-for-share basis. 12 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! - ----------------- 1 Based on 7,636,754 shares of Class A Common Stock and 1,260,668 shares of Class B Common Stock issued and outstanding on July 30, 1998 as reported by Rural Cellular Corporation on its Form 10-Q filed with the Securities and Exchange Commission on August 11, 1998. Issuer: Rural Cellular Corporation CUSIP No. 781904107 13G Page 9 of 19 Pages --------------------- ----- ------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Minnesota Invco of RSA #5, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF Not Applicable SHARES BENEFICIALLY OWNED BY 6 SHARED VOTING POWER - 339,705 EACH shares of Class A Common Stock REPORTING (which have one vote per share) PERSON and 31,177 shares of Class B WITH Common Stock (which have ten votes per share). 7 SOLE DISPOSITIVE POWER Not Applicable 8 SHARED DISPOSITIVE POWER Same as 6 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Same as 6 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* Not Applicable 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) - Reporting person beneficially owns 4.4% of the Class A Common Stock and 2.5% of the Class B Common Stock of the Issuer, representing approximately 4.2% of the Issuer's outstanding classes of Common Stock and 3.2% of the Issuer's voting power.1 Class B Common Stock is convertible to Class A Common Stock on a share-for-share basis. 12 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------- 1 Based on 7,636,754 shares of Class A Common Stock and 1,260,668 shares of Class B Common Stock issued and outstanding on July 30, 1998 as reported by Rural Cellular Corporation on its Form 10-Q filed with the Securities and Exchange Commission on August 11, 1998. Issuer: Rural Cellular Corporation CUSIP No. 781904107 13G Page 10 of 19 Pages --------------------- ------ ------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Mid-State Telephone Company 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Minnesota 5 SOLE VOTING POWER NUMBER OF Not Applicable SHARES BENEFICIALLY OWNED BY 6 SHARED VOTING POWER - 74,746 EACH shares of Class A Common Stock REPORTING (which have one vote per share) PERSON and 31,177 shares of Class B WITH Common Stock (which have ten votes per share). 7 SOLE DISPOSITIVE POWER Not Applicable 8 SHARED DISPOSITIVE POWER Same as 6 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Same as 6 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* Not Applicable 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) - Reporting person beneficially owns 9.8% of the Class A Common Stock and 2.5% of the Class B Common Stock of the Issuer, representing approximately 1.2% of the Issuer's outstanding classes of Common Stock and 1.9% of the Issuer's voting power.1 Class B Common Stock is convertible to Class A Common Stock on a share-for-share basis. 12 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! - ----------------------- 1 Based on 7,636,754 shares of Class A Common Stock and 1,260,668 shares of Class B Common Stock issued and outstanding on July 30, 1998 as reported by Rural Cellular Corporation on its Form 10-Q filed with the Securities and Exchange Commission on August 11, 1998. Schedule 13G Issuer: Rural Cellular Corporation Page 11 of 19 Item 1. (a) Name of Issuer: -------------- Rural Cellular Corporation (b) Address of Issuers's Principal Executive Offices: ------------------------------------------------ P. O. Box 2000 3905 Dakota Street SW Alexandria, Minnesota 56308 Item 2. (a) Name of Person Filing: --------------------- The Trustees of the Voting Trust under Agreement dated June 30, 1989 ("The Voting Trust")1, Telephone and Data Systems, Inc. ("TDS"), United States Cellular Corporation ("USCC"), United States Cellular Investment Company ("USCIC"), TDS Telecommunications Corporation ("TDS Telecom"), Minnesota Invco of RSA #5, Inc. ("Minnesota 5"), Mid-State Telephone Company ("Mid-State"), Arvig Telcom, Inc. ("Arvig Telcom"), and Arvig Cellular, Inc. ("Arvig Cellular"), are filing this Schedule 13G concerning their direct and indirect beneficial ownership of the Class A Common Stock and Class B Common Stock of the Issuer. (b) Address of Principal Business Office or, if None, ----------------------------------------------------- Residence: --------- c/o Telephone and Data Systems, Inc. 30 North LaSalle Street Suite 4000 Chicago, Illinois 60602 (c) Citizenship: ----------- See cover page, Item 4. (d) Title of Class of Securities: ---------------------------- Class A Common Stock, $0.01 par value2 (e) CUSIP Number: ------------ 781904107 Item 3. (a) - (j) If this statement is filed pursuant to Rule 13(d-1(c), check this box. |X| Item 4. Ownership --------- (a) Amount Beneficially Owned as of July 30, 1998: --------------------------------------------- The Voting Trust. ---------------- The Trustees of the Voting Trust pursuant to Agreement dated June 30, 1989, as amended, are LeRoy T. Carlson, Jr., Walter C.D. Carlson, Letitia G.C. Carlson, Donald C. Nebergall, Melanie J. Heald. The Voting Trust is the direct beneficial owner of TDS Series A Common Shares. -------------------------------------- 1 The Trustees of the Voting Trust pursuant to Agreement dated June 30, 1989, as amended (hereby incorporated by reference to Exhibit 9.1 in the Annual Report on Form 10-K for the year ended December 31, 1995 of Telephone and Data Systems, Inc.): LeRoy T. Carlson, Jr., Walter C.D. Carlson, Letitia G.C. Carlson, Donald C. Nebergall, Melanie J. Heald. 2 In addition, this filing reports ownership of the Class B Common Stock, par value $0.01 per share, of the Issuer, which is convertible at the option of the holder into Class A Common Stock on a share-for-share basis. Schedule 13G Issuer: Rural Cellular Corporation Page 12 of 19 TDS. --- The Voting Trust holds and the trustees vote 6,334,473 Series A Common Shares of TDS, representing approximately 51% of the outstanding voting power of all shares of capital stock of TDS Series A Common Shares and TDS Common Shares. By reason of such ownership, The Voting Trust controls the election of a majority of the directors of TDS and a majority of the voting power on all other matters subject to a vote of the shareholders of TDS. TDS shares voting power with respect to 671,799 shares of Class A Common Stock and 137,398 shares of Class B Common Stock, which includes the 85,000 shares Class A Common Stock and 4,801 shares of Class B Common Stock held by Hancock Cellular Telephone Company ("Hancock") for which beneficial ownership is disclaimed. USCC. ---- TDS is the direct beneficial owner of an aggregate of 70,789,824 Common Shares of USCC, which represents approximately 95.69% of the voting power of USCC. This includes 37,783,947 Common Shares with one vote per share and 33,005,877 Series A Common Shares which have ten votes per share on all matters and are convertible on share-for-basis into Common Shares of USCC. Therefore, The Voting Trust and TDS control the election of a majority of the directors of TDS and a majority of the voting power on all other matters subject to a vote of the shareholders of USCC. USCC shares voting and investment power with respect to 424,705 shares of Class A Common Stock and 35,978 shares of Class B Common Stock, which includes the 85,000 shares Class A Common Stock and 4,801 shares of Class B Common Stock held by Hancock Cellular for which beneficial ownership is disclaimed. USCIC. ----- USCC is the direct beneficial owner of 100% of the issued and outstanding capital stock of USCIC. Therefore, The Voting Trust, TDS and USCC control USCIC. USCIC shares voting and investment power with respect to 424,705 shares of Class A Common Stock and 35,978 shares of Class B Common Stock, which includes the 85,000 shares Class A Common Stock and 4,801 shares of Class B Common Stock held by Hancock Cellular for which beneficial ownership is disclaimed. Minnesota 5. ----------- USCIC is the direct beneficial owner of 100% of the issued and outstanding capital stock of Minnesota 5. Therefore, The Voting Trust, TDS, USCC and USCIC control Minnesota 5. Minnesota 5 shares voting and investment power with respect to 339,705 shares of Class A Common Stock and 31,177 shares of Class B Common Stock. Hancock. ------- USCIC also owns 30% of the issued and outstanding capital stock of Hancock. Hancock owns 85,000 shares of Class A Common Stock and 4,801 shares of Class B Common Stock of the Issuer. In addition, H. Donald Nelson, President of USCC, and Kenneth R. Meyers, Senior Vice President- Finance (CFO) and Treasurer of USCC, are two of the five members of the Board of Directors of Hancock. Beneficial ownership of the shares held by Hancock is disclaimed by The Voting Trust, TDS, USCC and USCIC, since USCIC owns only 30% of the issued and outstanding capital stock of Hancock and since only two of the five directors of Hancock are representatives of USCIC. TDS Telecom. ----------- TDS is the direct beneficial owner of 100% of the issued and outstanding capital stock of TDS Telecom. Therefore, The Voting Trust and TDS control TDS Telecom. TDS Telecom shares voting and investment power with respect to 247,094 shares of Class A Common Stock and 101,420 shares of Class B Common Stock. Arvig Telcom. ------------ TDS Telecom is the direct beneficial owner of 100% of the issued and outstanding capital stock of Arvig Telcom. Therefore, The Voting Trust, TDS and TDS Telecom control Arvig Telcom. Arvig Telcom shares voting and investment power with respect to 172,348 shares of Class A Common Stock and 70,243 shares of Class B Common Stock. Schedule 13G Issuer: Rural Cellular Corporation Page 13 of 19 Arvig Cellular. -------------- Arvig Telcom is the direct beneficial owner of 100% of the issued and outstanding capital stock of Arvig Cellular. Therefore, The Voting Trust, TDS, TDS Telecom and Arvig Telcom control Arvig Cellular. Arvig Cellular shares voting and investment power with respect to 172,348 shares of Class A Common Stock and 70,243 shares of Class B Common Stock. (b) Percent of Class: ----------------
Class A Class B TDS Subsidiary Common Stock Common Stock* Total -------------- ------------ ------------ ----- Arvig Cellular, Inc. 2.2568% 5.5719% 2.7602% Mid-State Telephone Company 0.9788% 2.4731% 1.1905% Minnesota Invco of RSA #5, Inc. 4.4482% 2.4731% 4.1684% Hancock Cellular Telephone 1.1130% 0.3808% 1.0929% Company** ------- ------- ------- Total (including Hancock): 8.7969% 10.8988% 9.0947% ======= ======== ======= Total (excluding Hancock): 7.6839% 10.5179% 8.0854% ======= ======== ======= * Class B Common Stock is convertible on a share-for-share basis to Class A Common Stock. ** The reporting persons disclaim beneficial ownership of the shares held by Hancock.
(c) Number of shares as to which such person has: -------------------------------------------- (i) Sole power to vote or to direct the vote: Not Applicable (ii) Shared power to vote or to direct the vote:
Class A Class B TDS Subsidiary Common Stock Common Stock* Total -------------- ------------ ------------ ----- Arvig Cellular, Inc. 172,348 70,243 242,591 Mid-State Telephone Company 74,746 31,177 105,923 Minnesota Invco of RSA #5, Inc. 339,705 31,177 370,882 Hancock Cellular Telephone 85,000 4,801 89,801 Company** ------- ------- ------- Total (including Hancock): 671,799 137,398 809,197 ======= ======= ======= Total (excluding Hancock): 586,799 132,597 719,396 ======= ======= ======= * Class B Common Stock is convertible on a share-for-share basis to Class A Common Stock. ** The reporting persons disclaim beneficial ownership of the shares held by Hancock.
Schedule 13G Issuer: Rural Cellular Corporation Page 14 of 19 (iii) Sole power to dispose or to direct the disposition of: Not Applicable (iv) Shared power to dispose or to direct the disposition of:
Class A Class B TDS Subsidiary Common Stock Common Stock* Total -------------- ------------ ------------ ----- Arvig Cellular, Inc. 172,348 70,243 242,591 Mid-State Telephone Company 74,746 31,177 105,923 Minnesota Invco of RSA #5, Inc. 339,705 31,177 370,882 Hancock Cellular Telephone 85,000 4,801 89,801 Company** ------- ------- ------- Total (including Hancock): 671,799 137,398 809,197 ======= ======= ======= Total (excluding Hancock): 586,799 132,597 719,396 ======= ======= ======= * Class B Common Stock is convertible on a share-for-share basis to Class A Common Stock. ** The reporting persons disclaim beneficial ownership of the shares held by Hancock.
Item 5. Ownership of Five Percent or Less of a Class. -------------------------------------------- Not Applicable Item 6. Ownership of More than Five Percent on Behalf of Another -------------------------------------------------------------- Person. ------ Not Applicable Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on By the Parent Holding Company. -------------------------------------------------------------- Not Applicable Item 8. Identification and Classification of Members of the Group. ---------------------------------------------------------- (i) Identification: The Trustees of the Voting Trust pursuant to Agreement dated June 30, 1989, as amended Telephone and Data Systems, Inc. United States Cellular Corporation United States Cellular Investment Company TDS Telecommunications Corporation Arvig Telcom, Inc. Schedule 13G Issuer: Rural Cellular Corporation Page 15 of 19 Arvig Cellular, Inc. Mid-State Telephone Company Minnesota Invco of RSA #5, Inc. (ii) Classification: None of the members of the group is a person identified under Item 3 of Schedule 13G. This statement is being filed pursuant to Rule 13d-1(c). Item 9. Notice of Dissolution of Group. ------------------------------- Not Applicable Item 10. Certification. -------------- By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Schedule 13G Issuer: Rural Cellular Corporation Page 16 of 19 JOINT FILING AGREEMENT The undersigned hereby agree and consent, pursuant to Rule 13d-1(f)(1), to the joint filing of all Schedules 13D and/or Schedules 13G (including any amendments thereto) on behalf of such parties with respect to the Issuer. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: August 27, 1998 TRUSTEES OF THE VOTING TRUST UNDER AGREEMENT DATED JUNE 30, 1989 /s/ Walter C.D. Carlson* ------------------------------------------ Walter C.D. Carlson /s/ Letitia G.C. Carlson* ------------------------------------------ Letitia G.C. Carlson /s/ Donald C. Nebergall* ------------------------------------------ Donald C. Nebergall /s/ Melanie J. Heald* ------------------------------------------ Melanie J. Heald *By: /s/ LeRoy T. Carlson, Jr. ----------------------------------- LeRoy T. Carlson, Jr. Trustee and as Attorney-in-Fact for above Trustees* *Pursuant to Joint Filing Agreement and Power of Attorney which has been separately filed with the Securities and Exchange Commission and is incorporated by reference herein. TELEPHONE AND DATA SYSTEMS, INC. By: /s/ LeRoy T. Carlson, Jr. ----------------------------------- LeRoy T. Carlson, Jr. President Signature Page 1 of 2 to Schedule 13G relating to the indirect beneficial ownership of Rural Cellular Corporation by Telephone and Data Systems, Inc. Schedule 13G Issuer: Rural Cellular Corporation Page 17 of 19 UNITED STATES CELLULAR CORPORATION By: /s/ LeRoy T. Carlson, Jr. ------------------------------------- LeRoy T. Carlson, Jr. Chairman UNITED STATES CELLULAR INVESTMENT COMPANY By: /s/ LeRoy T. Carlson, Jr. -------------------------------------- LeRoy T. Carlson, Jr. Chairman TDS TELECOMMUNICATIONS CORPORATION By: /s/ LeRoy T. Carlson, Jr. -------------------------------------- LeRoy T. Carlson, Jr. Chairman ARVIG TELCOM, INC. By: /s/ LeRoy T. Carlson, Jr. -------------------------------------- LeRoy T. Carlson, Jr. Authorized Representative ARVIG CELLULAR, INC. By: /s/ LeRoy T. Carlson, Jr. -------------------------------------- LeRoy T. Carlson, Jr. Authorized Representative MID-STATE TELEPHONE COMPANY By: /s/ LeRoy T. Carlson, Jr. -------------------------------------- LeRoy T. Carlson, Jr. Authorized Representative MINNESOTA INVCO OF RSA #5, INC. By: /s/ LeRoy T. Carlson, Jr. -------------------------------------- LeRoy T. Carlson, Jr. Authorized Representative Signature Page 2 of 2 to Schedule 13G relating to the indirect beneficial ownership of Rural Cellular Corporation by Telephone and Data Systems, Inc. Schedule 13G Issuer: Rural Cellular Corporation Page 18 of 19 Attachment to Schedule 13G for Rural Cellular Corporation TDS entered into the Cellular Five Partnership Agreement dated as of December 8, 1988, pursuant to which TDS held a 4.35% partnership interest. On May 5, 1989, a full market settlement was announced for the Minnesota RSA No. 5 FCC cellular wireline authorization. Hancock Telephone Company ("Hancock Telephone"), which was a party to the Cellular Five Partnership Agreement, and USCC agreed to and subsequently formed a joint venture corporation, Hancock Cellular Telephone Company, Inc. ("Hancock Cellular"), in which USCC owns a 30% interest and Hancock Telephone owns a 70% interest. On March 28, 1990, Hancock Telephone transferred its 4.35% partnership interest in the Cellular Five Partnership to Hancock Cellular. On August 6, 1990, TDS Acquisition Co., a wholly owned subsidiary of TDS, was merged with and into KMP Telephone Company. KMP Telephone Company held a 4.35% partnership interest in the Cellular Five Partnership. On April 1, 1991, Cellular Five Partnership merged with and into Rural Cellular Corporation ("Rural Cellular") pursuant to an Agreement and Plan of Merger dated as of December 10, 1990, which also involved the licensees of Minnesota RSA Nos. 1, 2, 3 and 6. As a result, such licensees dissolved and Rural Cellular survived as a holder of the licenses for Minnesota RSA Nos. 1, 2, 3, 4 and 6 and the partners of such licensees became shareholders of Rural Cellular. The issuance of shares by Rural Cellular was broken down into two designations: Class A Common Stock, entitled to ten (10) votes per share, and Class B Common Stock, entitled to one (1) vote per share. Minnesota Invco of RSA #5, Inc. ("Minnesota 5") is a wholly-owned subsidiary of United States Cellular Investment Company ("USCIC"). USCIC is a wholly-owned subsidiary of USCC. On November 15, 1990, USCC acquired the Rural Cellular shares owned by United Telephone Company of Minnesota, a subsidiary of Sprint Corporation. Pursuant to this acquisition, such shares were assigned directly to Minnesota 5. On October 28, 1991, TDS assigned its interest in Rural Cellular to Minnesota 5 pursuant to an RSA Transfer Agreement dated as of November 16, 1990. On January 25, 1994, KMP Telephone Company was merged with and into Mid-State Telephone Company. Mid-State Telephone Company was the surviving corporation in accordance with an Agreement and Plan of Merger dated November 1, 1993. On August 10, 1994, Arvig Acquisition Corporation, a wholly-owned subsidiary of TDS, was merged with and into Arvig Telcom, Inc. pursuant to an Agreement and Plan of Merger dated as of December 14, 1993. Arvig Cellular, Inc., a wholly-owned subsidiary of Arvig Telcom, Inc., owned an aggregate of 33,449 Class A Common Stock and 81,118.33 Class B Common Stock of Rural Cellular. On September 18, 1995, in anticipation of an initial public offering by Rural Cellular, the designation of the Class A and Class B Common Stock was reversed; i.e., Class A Common Stock was re- designated as Class B Common Stock, entitled to one (1) vote per share, and Class B Common Stock was re- designated as Class A Common Stock, entitled to ten (10) votes per share. On November 25, 1995, Rural Cellular declared a 2.1 for 1 stock split of both Class A and Class B Common Stock. On December 8, 1995, Rural Cellular offered its Class A Common Stock for sale to the public. As part of that offering, certain individuals and companies were offered the right to purchase up to 2,000 shares each. Mid-State Telephone Company, Minnesota 5 and Arvig Cellular, Inc. all participated in this direct sale. On December 17, 1997, USCC transferred its 30% interest in Hancock Cellular Telephone Company to United States Cellular Investment Company pursuant to the terms of an Assignment and Assumption Agreement of the same date. Schedule 13G Issuer: Rural Cellular Corporation Page 19 of 19 The following sets forth the total number of Rural Cellular shares beneficially owned as of the date of this report.
Name of Company Class A Class B --------------- Common Stock Common Stock ------------ ------------ Arvig Cellular, Inc. 172,348 70,243 Mid-State Telephone Company 74,746 31,177 Minnesota Invco of RSA #5, Inc. 339,705 31,177 Hancock Cellular Telephone Company, Inc. 85,000 4,801 ------- ------- Total: 671,799 137,398 ======= =======
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