0001019687-05-000612.txt : 20120626
0001019687-05-000612.hdr.sgml : 20120626
20050307170415
ACCESSION NUMBER: 0001019687-05-000612
CONFORMED SUBMISSION TYPE: SC 13D
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20050307
DATE AS OF CHANGE: 20050307
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 13D
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-49425
FILM NUMBER: 05664612
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: LARSON MATHEW & ALICIA
CENTRAL INDEX KEY: 0001156822
IRS NUMBER: 113545962
FILING VALUES:
FORM TYPE: SC 13D
BUSINESS ADDRESS:
STREET 1: 2 CORNELIA STREET
CITY: NEW YORK
STATE: NY
ZIP: 10014
BUSINESS PHONE: 2126271862
MAIL ADDRESS:
STREET 1: 2 CORNELIA STREET
CITY: NEW YORK
STATE: NY
ZIP: 10014
SC 13D
1
larson_13d-ruralcellular.txt
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Rural Cellular Corp. Cl. A
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
--------------------------------------------------------------------------------
(Title of Class of Securities)
781904107
--------------------------------------------------------------------------------
(CUSIP Number)
Matthew Larson,c/o Oppenheimer, 200 Park Ave., New York, NY 10166
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
03-07-05
--------------------------------------------------------------------------------
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of ss. 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [_].
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for
other parties to whom copies are to be sent.
* 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 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 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).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A
CURRENTLY VALID OMB CONTROL NUMBER.
CUSIP No. 13D Page of Pages
--------------------------------------------------------------------------------
1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Matthew Larson
--------------------------------------------------------------------------------
2. Check the Appropriate Box If a Member of a Group (See Instructions)
(a) [_]
(b) [_]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
p/f
--------------------------------------------------------------------------------
5. Check If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization
USA
--------------------------------------------------------------------------------
7. Sole Voting Power
578,389 SHARES
NUMBER OF -----------------------------------------------------------------
BENEFICIALLY 8. Shared Voting Power
OWNED BY
EACH -----------------------------------------------------------------
REPORTING 9. Sole Dispositive Power
PERSON 578,389
WITH -----------------------------------------------------------------
10. Shared Dispositive Power
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
578,389
--------------------------------------------------------------------------------
12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [_]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
4.89% (1)
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
IN
--------------------------------------------------------------------------------
(1) Based on 11,835,324 shares of the issuer outstanding as of September 30,
2004.
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock of Rural Cellular Corp. (the
"Issuer"). The principal executive offices of the Issuer are located at 3905
Dakota St. SW, P.O. Box 2000, Alexandria, MN 56308.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by Matthew Larson. Mr. Larson is an
Executive Director, Investments of Oppenheimer.
During the last five years, Matthew Larson has not been (a) convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or (b) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or State securities laws or finding
any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Between the period of February 16, 2005 and March 07, 2005, Mr. Larson
sold net shares of common stock in open market transactions for an aggregate
sales price of approximately $1080777.60. This brings the total shares owned to
578,389.
ITEM 4. PURPOSE OF TRANSACTION.
The securities of the issuer were sold for estate planning and
diversification purposes. Mr. Larson's significant stake in Rural Cellular is
based on the belief that the shares are extremely undervalued. Rural Cellular is
well managed and is one of the only remaining public rural wireless service
providers in a rapidly consolidating industry.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of March 7, 2005, Mr. Larson beneficially owned 578,389 shares
(4.89%) of the Issuers common stock, based upon the outstanding 11,835,324
shares of the Issuer's class A common stock reported in its latest 10-Q for the
quarter ended September 30, 2004.
(b) As of March 7, 2005, Mr. Larson has the sole voting and disposal
power with respect to 578,389 shares of the Issuer's common stock. Mr. Larson
does not share any voting or disposal power with respect to the Issuer's common
stock.
(c) During the last 30 days, Mr. Larson has engaged in the following
open market transactions:
TRANSACTION DATE QUANTITY PRICE PER SHARE
---------------- -------- ---------------
bought 02/16/05 3459 $6.568 to $6.591
sold 02/17/05 to 03/07/05 184621 $5.35 to $6.9
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
None
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
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: March 7, 2005
-------------
By: /s/ Matthew Larson