-----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, IJZq/nvKBzs7Kjvk3TX3tlfYKWKaVtDFoLxcpEGbQqezuSMNgdf+QxVVtNesZmCa C05wGaroPtT4kr7BKvSphg== 0000950127-05-000090.txt : 20050211 0000950127-05-000090.hdr.sgml : 20050211 20050211131411 ACCESSION NUMBER: 0000950127-05-000090 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050211 DATE AS OF CHANGE: 20050211 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49425 FILM NUMBER: 05596747 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: KINCKERBOCKER PARTNERS LLC CENTRAL INDEX KEY: 0001241200 IRS NUMBER: 134089299 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 237 PARK AVE STREET 2: STE 801 CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G/A 1 a13g.txt AMENDMENT NO. 2 TO SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) (Amendment No. 2) Rural Cellular Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Class A Common Stock, $0.01 par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 781904107 - -------------------------------------------------------------------------------- (CUSIP Number) Marc Buchheit Knickerbocker Partners LLC Suite 801 237 Park Avenue New York, New York 10017 December 31, 2004 - -------------------------------------------------------------------------------- (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) - ---------- (1) The remainder of this cover page shall be filled 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 the disclosures provided in a prior cover page. The information required in 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 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). ________________________________________________________________________________ 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Knickerbocker Partners LLC ________________________________________________________________________________ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] ________________________________________________________________________________ 3. SEC USE ONLY ________________________________________________________________________________ 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ________________________________________________________________________________ NUMBER OF 5. SOLE VOTING POWER 818,242 SHARES _________________________________________________________________ BENEFICIALLY 6. SHARED VOTING POWER 0 OWNED BY _________________________________________________________________ EACH 7. SOLE DISPOSITIVE POWER 818,242 REPORTING _________________________________________________________________ PERSON 8. SHARED DISPOSITIVE POWER 0 WITH ________________________________________________________________________________ 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 818,242 ________________________________________________________________________________ 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.9% (1) ________________________________________________________________________________ 12. TYPE OF REPORTING PERSON* 00 ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! (1) Calculated based on 11,835,324 shares of Class A Common Stock outstanding as of November 2, 2004, as reported in Rural Cellular Corporation's quaterly report on Form 10-Q for the quarter ended September 30, 2004 and filed with the Securities and Exchange Commission on November 15, 2004. ________________________________________________________________________________ 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Marc Buchheit ________________________________________________________________________________ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] ________________________________________________________________________________ 3. SEC USE ONLY ________________________________________________________________________________ 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States ________________________________________________________________________________ NUMBER OF 5. SOLE VOTING POWER 82,200 SHARES _________________________________________________________________ BENEFICIALLY 6. SHARED VOTING POWER 0 OWNED BY _________________________________________________________________ EACH 7. SOLE DISPOSITIVE POWER 82,200 REPORTING _________________________________________________________________ PERSON 8. SHARED DISPOSITIVE POWER 0 WITH ________________________________________________________________________________ 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 82,200 ________________________________________________________________________________ 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.7% (1) ________________________________________________________________________________ 12. TYPE OF REPORTING PERSON* IN (1) Calculated based on 11,835,324 shares of Class A Common Stock outstanding as of November 2, 2004, as reported in Rural Cellular Corporation's quarterly report on Form 10-Q for the quarter ended September 30, 2004 and filed with the Securities and Exchange Commission on November 15, 2004. Item 1(a). Name of Issuer: Rural Cellular Corporation ____________________________________________________________________ Item 1(b). Address of Issuer's Principal Executive Offices: PO Box 2000 3905 Dakota Street SW Alexandria, Minnesota 65308 ____________________________________________________________________ Item 2(a). Name of Person Filing: Knickerbocker Partners LLC ("Knickerbocker Partners") and Marc Buchheit. Mr. Buchheit is the sole shareholder of Knickerbocker Partners. ____________________________________________________________________ Item 2(b). Address of Principal Business Office, or if None, Residence: 237 Park Avenue Suite 801 New York, NY 10017 ____________________________________________________________________ Item 2(c). Citizenship: Knickerbocker Partners is a limited liability company organized under the laws of the State of Delaware. Mr. Buchheit is a citizen of the United States. ____________________________________________________________________ Item 2(d). Title of Class of Securities: Class A Common Stock, $0.01 par value per share ("Class A Common Stock") ____________________________________________________________________ Item 2(e). CUSIP Number: 781904107 ____________________________________________________________________ Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: NOT APPLICABLE (a) [_] Broker or dealer registered under Section 15 of the Exchange Act. (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) [_] Investment company registered under Section 8 of the Investment Company Act. (e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: Knickerbocker Partners beneficially owns 818,242 shares of Class A Common Stock. Mr. Buchheit beneficially own 82,200 shares of Class A Common Stock. Together, the reporting persons beneficially own 900,442 shares of Class A Common Stock. ______________________________________________________________________ (b) Percent of class: Calculated based on 11,835,324 shares of Class A Common Stock outstanding as of November 2, 2004, as reported in Rural Cellular Corporation's quarterly report on Form 10-Q for the quarter ended September 30, 2004 and filed with the Securities and Exchange Commission on November 15, 2004: Knickerbocker Partners has beneficial ownership of 6.9 percent of all of the outstanding shares of Class A Common Stock. Mr. Buchheit has beneficial ownership of 0.7 percent of all of the outstanding shares of Class A Common Stock. Together, the reporting persons have beneficial ownership of 7.6 percent of all of the outstanding shares of Class A Common Stock. ______________________________________________________________________ (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: Knickerbocker Partners has the sole power to vote or direct the vote of 818,242 shares of Class A Common Stock. Mr. Buchheit has the sole power to vote or direct the vote of 82,200 shares of Class A Common Stock. (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: Knickerbocker Partners has the sole power to dispose or direct the disposition of 818,242 shares of Class A Common Stock. Mr. Buchheit has the sole power to dispose or direct the disposition of 82,200 shares of Class A Common Stock. (iv) Shared power to dispose or to direct the disposition of: 0 The shares of Class A Common Stock reported as beneficially owned by Knickerbocker Partners are held in the name of Knickerbocker Fund L.P., a Delaware limited partnership of which Knickerbocker Partners serves as the general partner. Knickerbocker Partners has the sole power to vote and dispose of all shares of Class A Common Stock held by Knickerbocker Fund L.P. By virtue of Mr. Buchheit's position as sole shareholder of Knickerbocker Partners, Mr. Buchheit may be deemed to have the shared power to vote and direct the vote of, and the shared power to dispose or direct the disposition of, such shares, and therefore, Mr. Buchheit may be deemed to be the owner of such Class A Common Stock. Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities check the following [ ]. 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 or Control Person. NOT APPLICABLE _______________________________________________________________________ Item 8. Identification and Classification of Members of the Group. NOT APPLICABLE _______________________________________________________________________ Item 9. Notice of Dissolution of Group. NOT APPLICABLE ______________________________________________________________________ Item 10. Certifications. (a) The following certification shall be included if the statement is filed pursuant to Rule 13d-1(b): "By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and 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 such purpose or effect." (b) The following certification shall be included if the statement is filed pursuant to Rule 13d-1(c): "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 such purpose or effect." SIGNATURE 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. Dated: February 11, 2005 KNICKERBOCKR PARTNERS LLC BY: /S/ Marc Buchheit ---------------------------------------- Name: Marc Buchheit Title: President MARC BUCHHEIT, in his individual capacity By: /s/ Marc Buchheit ---------------------------------------- Name: Marc Buchheit Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties for whom copies are to be sent. Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). -----END PRIVACY-ENHANCED MESSAGE-----