0001051512-05-000011.txt : 20120628 0001051512-05-000011.hdr.sgml : 20120628 20050302141725 ACCESSION NUMBER: 0001051512-05-000011 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20050302 DATE AS OF CHANGE: 20050302 GROUP MEMBERS: ARVIG TELEPHONE COMPANY GROUP MEMBERS: MID-STATE TELEPHONE COMPANY GROUP MEMBERS: TDS TELECOMMUNICATIONS CORPORATION GROUP MEMBERS: TDSI TELECOMMUNICATIONS CORPORATION GROUP MEMBERS: TELEPHONE AND DATA SYSTEMS, INC. GROUP MEMBERS: TRUSTEES OF THE VOTING TRUST UNDER AGREEMENT JUNE 30,1989 GROUP MEMBERS: UNITED STATES CELLULAR CORPORATION GROUP MEMBERS: UNITED STATES CELLULAR INVESTMENT COMPANY GROUP MEMBERS: USCCI CORPORATION 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: 05653616 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 /DE/ CENTRAL INDEX KEY: 0001051512 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 362669023 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 30 NORTH LASALLE STREET STREET 2: STE 4000 CITY: CHICAGO STATE: IL ZIP: 60602 BUSINESS PHONE: 3126301900 MAIL ADDRESS: STREET 1: 30 NORTH LASALLE STREET STREET 2: STE 4000 CITY: CHICAGO STATE: IL ZIP: 60602 SC 13G/A 1 tds13g2005.htm 13G/A
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)

(Amendment No. 5)
 
Rural Cellular Corporation
(Name of Issuer)
 
Class A Common Stock, par value $.01 per share
(Title of Class of Securities)
 
781904107
(CUSIP Number)
 
January 31, 2005
(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)

Rule 13d-1(c)

Rule 13d-1(d)


  CUSIP No. 781904107     Page 2 of 15 Pages  

1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

The Trustees of the TDS Voting Trust under Agreement dated June 30, 1989, as amended
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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 5 SOLE VOTING POWER

Not Applicable
6 SHARED VOTING POWER - 543,799 shares of Class A Common Stock (which have one vote per share), 26,657 shares of Class B Common Stock (which have ten votes per share), 2,176.875 shares of Series A Class T Convertible Preferred Stock (which have 0 votes per share) and 5,363.214 shares of Series B Class T Convertible Preferred Stock (which have 0 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 4.8% of the Class A Common Stock (assuming conversion of its shares of the Class B Common Stock).1 In addition, the reporting person beneficially owns 100% of the Series A Class T Convertible Preferred Stock and 100% of the Series B Class T Convertible Preferred Stock of the Issuer. Class B Common Stock is convertible at any time into Class A Common Stock on a share-for-share basis. Each share of Series A Class T Convertible Preferred Stock is convertible into 19.75308641975 shares of Class A Common Stock at some time in the future subject to specified events. Each share of Series B Class T Convertible Preferred Stock is convertible into 19.75308641975 shares of Class B Common Stock at some time in the future subject to specified events.
12 TYPE OF REPORTING PERSON

OO


1      Based on 11,835,324 shares of Class A Common Stock and 539,291 shares of Class B Common Stock issued and outstanding on November 2, 2004 as reported by Rural Cellular Corporation on its Form 10-Q filed with the Securities and Exchange Commission on November 15, 2004; and based on 2,176.875 shares of Series A Class T Convertible Preferred Stock and 5,363.214 shares of Series B Class T Convertible Preferred Stock issued on March 31, 2000 pursuant to the Certificate of Designation of Voting Power, Preferences and Relative, Participating, Optional and Other Special Rights and Qualifications, Limitations and Restrictions of Class T Convertible Preferred Stock of Rural Cellular Corporation dated as of March 31, 2000.

  CUSIP No. 781904107     Page 3 of 15 Pages  

1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Telephone and Data Systems, Inc.
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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 5 SOLE VOTING POWER

Not Applicable
6 SHARED VOTING POWER - 543,799 shares of Class A Common Stock (which have one vote per share), 26,657 shares of Class B Common Stock (which have ten votes per share), 2,176.875 shares of Series A Class T Convertible Preferred Stock (which have 0 votes per share) and 5,363.214 shares of Series B Class T Convertible Preferred Stock (which have 0 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 4.8% of the Class A Common Stock (assuming conversion of its shares of the Class B Common Stock).2 In addition, the reporting person beneficially owns 100% of the Series A Class T Convertible Preferred Stock and 100% of the Series B Class T Convertible Preferred Stock of the Issuer. Class B Common Stock is convertible at any time into Class A Common Stock on a share-for-share basis. Each share of Series A Class T Convertible Preferred Stock is convertible into 19.75308641975 shares of Class A Common Stock at some time in the future subject to specified events. Each share of Series B Class T Convertible Preferred Stock is convertible into 19.75308641975 shares of Class B Common Stock at some time in the future subject to specified events.
12 TYPE OF REPORTING PERSON

CO


2      Based on 11,835,324 shares of Class A Common Stock and 539,291 shares of Class B Common Stock issued and outstanding on November 2, 2004 as reported by Rural Cellular Corporation on its Form 10-Q filed with the Securities and Exchange Commission on November 15, 2004; and based on 2,176.875 shares of Series A Class T Convertible Preferred Stock and 5,363.214 shares of Series B Class T Convertible Preferred Stock issued on March 31, 2000 pursuant to the Certificate of Designation of Voting Power, Preferences and Relative, Participating, Optional and Other Special Rights and Qualifications, Limitations and Restrictions of Class T Convertible Preferred Stock of Rural Cellular Corporation dated as of March 31, 2000.

  CUSIP No. 781904107     Page 4 of 15 Pages  

1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

United States Cellular Corporation
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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 5 SOLE VOTING POWER

Not Applicable
6 SHARED VOTING POWER - 296,705 shares of Class A Common Stock (which have one vote per share), 8,885 shares of Class B Common Stock (which have ten votes per share), 2,176.875 shares of Series A Class T Convertible Preferred Stock (which have 0 votes per share) and 1,128.533 shares of Series B Class T Convertible Preferred Stock (which have 0 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 2.6% of the Class A Common Stock (assuming conversion of its shares of the Class B Common Stock).3 In addition, the reporting person beneficially owns 100% of the Series A Class T Convertible Preferred Stock and 21.0% of the Series B Class T Convertible Preferred Stock of the Issuer. Class B Common Stock is convertible at any time into Class A Common Stock on a share-for-share basis. Each share of Series A Class T Convertible Preferred Stock is convertible into 19.75308641975 shares of Class A Common Stock at some time in the future subject to specified events. Each share of Series B Class T Convertible Preferred Stock is convertible to 19.75308641975 shares of Class B Common Stock at some time in the future subject to specified events.
12 TYPE OF REPORTING PERSON

CO


3      Based on 11,835,324 shares of Class A Common Stock and 539,291 shares of Class B Common Stock issued and outstanding on November 2, 2004 as reported by Rural Cellular Corporation on its Form 10-Q filed with the Securities and Exchange Commission on November 15, 2004; and based on 2,176.875 shares of Series A Class T Convertible Preferred Stock and 5,363.214 shares of Series B Class T Convertible Preferred Stock issued on March 31, 2000 pursuant to the Certificate of Designation of Voting Power, Preferences and Relative, Participating, Optional and Other Special Rights and Qualifications, Limitations and Restrictions of Class T Convertible Preferred Stock of Rural Cellular Corporation dated as of March 31, 2000.

  CUSIP No. 781904107     Page 5 of 15 Pages  

1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

United States Cellular Investment Company
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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 5 SOLE VOTING POWER

Not Applicable
6 SHARED VOTING POWER - 296,705 shares of Class A Common Stock (which have one vote per share), 8,885 shares of Class B Common Stock (which have ten votes per share), 2,176.875 shares of Series A Class T Convertible Preferred Stock (which have 0 votes per share) and 1,128.533 shares of Series B Class T Convertible Preferred Stock (which have 0 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 2.6% of the Class A Common Stock (assuming conversion of its shares of the Class B Common Stock).4 In addition, the reporting person beneficially owns 100% of the Series A Class T Convertible Preferred Stock and 21.0% of the Series B Class T Convertible Preferred Stock of the Issuer. Class B Common Stock is convertible at any time into Class A Common Stock on a share-for-share basis. Each share of Series A Class T Convertible Preferred Stock is convertible into 19.75308641975 shares of Class A Common Stock at some time in the future subject to specified events. Each share of Series B Class T Convertible Preferred Stock is convertible to 19.75308641975 shares of Class B Common Stock at some time in the future subject to specified events.
12 TYPE OF REPORTING PERSON

CO


4      Based on 11,835,324 shares of Class A Common Stock and 539,291 shares of Class B Common Stock issued and outstanding on November 2, 2004 as reported by Rural Cellular Corporation on its Form 10-Q filed with the Securities and Exchange Commission on November 15, 2004; and based on 2,176.875 shares of Series A Class T Convertible Preferred Stock and 5,363.214 shares of Series B Class T Convertible Preferred Stock issued on March 31, 2000 pursuant to the Certificate of Designation of Voting Power, Preferences and Relative, Participating, Optional and Other Special Rights and Qualifications, Limitations and Restrictions of Class T Convertible Preferred Stock of Rural Cellular Corporation dated as of March 31, 2000.
  CUSIP No. 781904107     Page 6 of 15 Pages  

1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

USCCI Corporation
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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 5 SOLE VOTING POWER

Not Applicable
6 SHARED VOTING POWER - 296,705 shares of Class A Common Stock (which have one vote per share), 8,885 shares of Class B Common Stock (which have ten votes per share), 2,176.875 shares of Series A Class T Convertible Preferred Stock (which have 0 votes per share) and 1,128.533 shares of Series B Class T Convertible Preferred Stock (which have 0 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 2.6% of the Class A Common Stock (assuming conversion of its shares of the Class B Common Stock).5 In addition, the reporting person beneficially owns 100% of the Series A Class T Convertible Preferred Stock and 21.0% of the Series B Class T Convertible Preferred Stock of the Issuer. Class B Common Stock is convertible at any time into Class A Common Stock on a share-for-share basis. Each share of Series A Class T Convertible Preferred Stock is convertible into 19.75308641975 shares of Class A Common Stock at some time in the future subject to specified events. Each share of Series B Class T Convertible Preferred Stock is convertible to 19.75308641975 shares of Class B Common Stock at some time in the future subject to specified events.
12 TYPE OF REPORTING PERSON

CO


5      Based on 11,835,324 shares of Class A Common Stock and 539,291 shares of Class B Common Stock issued and outstanding on November 2, 2004 as reported by Rural Cellular Corporation on its Form 10-Q filed with the Securities and Exchange Commission on November 15, 2004; and based on 2,176.875 shares of Series A Class T Convertible Preferred Stock and 5,363.214 shares of Series B Class T Convertible Preferred Stock issued on March 31, 2000 pursuant to the Certificate of Designation of Voting Power, Preferences and Relative, Participating, Optional and Other Special Rights and Qualifications, Limitations and Restrictions of Class T Convertible Preferred Stock of Rural Cellular Corporation dated as of March 31, 2000.
  CUSIP No. 781904107     Page 7 of 15 Pages  

1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

TDS Telecommunications Corporation
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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 5 SOLE VOTING POWER

Not Applicable
6 SHARED VOTING POWER - 247,094 shares of Class A Common Stock (which have one vote per share), 17,772 shares of Class B Common Stock (which have ten votes per share) and 4,234.681 shares of Series B Class T Convertible Preferred Stock (which have 0 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 2.2% of the Class A Common Stock (assuming conversion of its shares of the Class B Common Stock).6 In addition, the reporting person beneficially owns 79.0% of the Series B Class T Convertible Preferred Stock of the Issuer. Class B Common Stock is convertible at any time into Class A Common Stock on a share-for-share basis. Each share of Series B Class T Convertible Preferred Stock is convertible into 19.75308641975 shares of Class B Common Stock at some time in the future subject to specified events.
12 TYPE OF REPORTING PERSON

CO


6      Based on 11,835,324 shares of Class A Common Stock and 539,291 shares of Class B Common Stock issued and outstanding on November 2, 2004 as reported by Rural Cellular Corporation on its Form 10-Q filed with the Securities and Exchange Commission on November 15, 2004; and based on 2,176.875 shares of Series A Class T Convertible Preferred Stock and 5,363.214 shares of Series B Class T Convertible Preferred Stock issued on March 31, 2000 pursuant to the Certificate of Designation of Voting Power, Preferences and Relative, Participating, Optional and Other Special Rights and Qualifications, Limitations and Restrictions of Class T Convertible Preferred Stock of Rural Cellular Corporation dated as of March 31, 2000.

  CUSIP No. 781904107     Page 8 of 15 Pages  

1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

TDSI Telecommunications Corporation
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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 5 SOLE VOTING POWER

Not Applicable
6 SHARED VOTING POWER - 170,348 of Class A Common Stock (which have one vote per share), 8,887 shares of Class B Common Stock (which have ten votes per share) and 3,106.148 shares of Series B Class T Convertible Preferred Stock (which have 0 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 1.5% of the Class A Common Stock (assuming conversion of its shares of the Class B Common Stock).7 In addition, the reporting person beneficially owns 57.9% of the Series B Class T Convertible Preferred Stock of the Issuer. Class B Common Stock is convertible at any time into Class A Common Stock on a share-for-share basis. Each share of Series B Class T Convertible Preferred Stock is convertible into 19.75308641975 shares of Class B Common Stock at some time in the future subject to specified events.
12 TYPE OF REPORTING PERSON

CO


7      Based on 11,835,324 shares of Class A Common Stock and 539,291 shares of Class B Common Stock issued and outstanding on November 2, 2004 as reported by Rural Cellular Corporation on its Form 10-Q filed with the Securities and Exchange Commission on November 15, 2004; and based on 2,176.875 shares of Series A Class T Convertible Preferred Stock and 5,363.214 shares of Series B Class T Convertible Preferred Stock issued on March 31, 2000 pursuant to the Certificate of Designation of Voting Power, Preferences and Relative, Participating, Optional and Other Special Rights and Qualifications, Limitations and Restrictions of Class T Convertible Preferred Stock of Rural Cellular Corporation dated as of March 31, 2000.

  CUSIP No. 781904107     Page 9 of 15 Pages  

1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Arvig Telephone Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) 
(b) 
3 SEC USE ONLY
 
4 CITIZENSHIP OR PLACE OF ORGANIZATION

Minnesota



NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 5 SOLE VOTING POWER

Not Applicable
6 SHARED VOTING POWER - 2,000 shares of Class A Common Stock (which have one vote 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 0.02% of the Class A Common Stock of the Issuer.8
12 TYPE OF REPORTING PERSON

CO


8      Based on 11,835,324 shares of Class A Common Stock and 539,291 shares of Class B Common Stock issued and outstanding on November 2, 2004 as reported by Rural Cellular Corporation on its Form 10-Q filed with the Securities and Exchange Commission on November 15, 2004; and based on 2,176.875 shares of Series A Class T Convertible Preferred Stock and 5,363.214 shares of Series B Class T Convertible Preferred Stock issued on March 31, 2000 pursuant to the Certificate of Designation of Voting Power, Preferences and Relative, Participating, Optional and Other Special Rights and Qualifications, Limitations and Restrictions of Class T Convertible Preferred Stock of Rural Cellular Corporation dated as of March 31, 2000.
  CUSIP No. 781904107     Page 10 of 15 Pages  

1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Mid-State Telephone Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) 
(b) 
3 SEC USE ONLY
 
4 CITIZENSHIP OR PLACE OF ORGANIZATION

Minnesota




NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 5 SOLE VOTING POWER

Not Applicable
6 SHARED VOTING POWER - 74,746 shares of Class A Common Stock (which have one vote per share), 8,885 shares of Class B Common Stock (which have ten votes per share) and 1,128.533 shares of Series B Class T Convertible Preferred Stock (which have 0 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 0.7% of the Class A Common Stock (assuming conversion of its shares of the Class B Common Stock).9 In addition, the reporting person beneficially owns 21.0% of the Series B Class T Convertible Preferred Stock of the Issuer. Class B Common Stock is convertible at any time into Class A Common Stock on a share-for-share basis. Each share of Series B Class T Convertible Preferred Stock is convertible into 19.75308641975 shares of Class B Common Stock at some time in the future subject to specified events.
12 TYPE OF REPORTING PERSON

CO


9      Based on 11,835,324 shares of Class A Common Stock and 539,291 shares of Class B Common Stock issued and outstanding on November 2, 2004 as reported by Rural Cellular Corporation on its Form 10-Q filed with the Securities and Exchange Commission on November 15, 2004; and based on 2,176.875 shares of Series A Class T Convertible Preferred Stock and 5,363.214 shares of Series B Class T Convertible Preferred Stock issued on March 31, 2000 pursuant to the Certificate of Designation of Voting Power, Preferences and Relative, Participating, Optional and Other Special Rights and Qualifications, Limitations and Restrictions of Class T Convertible Preferred Stock of Rural Cellular Corporation dated as of March 31, 2000.
  CUSIP No. 781904107     Page 11 of 15 Pages  

Item 1(a). Name of Issuer:

Rural Cellular Corporation

Item 1(b). Address of Issuer'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, as amended ("The Voting Trust")10, Telephone and Data Systems, Inc. ("TDS"), United States Cellular Corporation ("USCC"), United States Cellular Investment Company ("USCIC"), USCCI Corporation ("USCCI"), TDS Telecommunications Corporation ("TDS Telecom"), TDSI Telecommunications Corporation ("TDSI"), Arvig Telephone Company ("Arvig Telephone") and Mid-State Telephone Company ("Mid-State"), are filing this Amendment No. 5 to Schedule 13G concerning their direct and indirect beneficial ownership of the Class A Common Stock, Class B Common Stock, Series A Class T Convertible Preferred Stock and Series B Class T Convertible Preferred Stock of the Issuer.

The sole reason for filing this Amendment No. 5 to Schedule 13G is to show the change in ownership of Rural Cellular Corporation shares previously held by Arvig Cellular, Inc. ("Arvig Cellular") and now held by TDSI as a result of the merger of Arvig Cellular with and into TDSI, which occurred on January 31, 2005.

Item 2(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

Item 2(c). Citizenship:

See cover page, Item 4 for each reporting person.

Item 2(d). Title of Class of Securities:

Class A Common Stock, $0.01 par value11

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 :

10     The Trustees of the Voting Trust pursuant to Agreement dated June 30, 1989, as amended: Walter C.D. Carlson, Letitia G. Carlson, M.D., Prudence E. Carlson and LeRoy T. Carlson, Jr.

11      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, the Series A Class T Convertible Preferred Stock of the Issuer, which is convertible into 19.75308641975 shares of Class A Common Stock at some time in the future subject to specified events, and the Series B Class T Convertible Preferred Stock of the Issuer, which is convertible into 19.75308641975 shares of Class B Common Stock at some time in the future subject to specified events.

  CUSIP No. 781904107     Page 12 of 15 Pages  

Not applicable

Item 4. Ownership

(a) Amount Beneficially Owned as of January 31, 2005:

See cover page, Item 9 for each reporting person.

(b) Percent of Class:

See cover page, Item 11 for each reporting person.

(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:

See cover page, Item 6 for each reporting person.

(iii) Sole power to dispose or to direct the disposition of:

Not Applicable

(iv) Shared power to dispose or to direct the disposition of:

See cover page, Item 8 for each reporting person.

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 or Control Person.

Not Applicable

Item 8. Identification and Classification of Members of the Group.

(i) Identification:

The Trustees of the Voting Trust under Agreement dated June 30, 1989, as amended
Telephone and Data Systems, Inc.
United States Cellular Corporation
United States Cellular Investment Company
USCCI Corporation
TDS Telecommunications Corporation
TDSI Telecommunications Corporation
Arvig Telephone Company
Mid-State Telephone Company

(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).
  CUSIP No. 781904107     Page 13 of 15 Pages  

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.

  CUSIP No. 781904107     Page 14 of 15 Pages  

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: March 2, 2005 THE TRUSTEES OF THE TDS VOTING TRUST UNDER AGREEMENT
DATED JUNE 30, 1989, AS AMENDED

  /s/ Walter C.D. Carlson*
 
  Walter C.D. Carlson

  /s/ Letitia G.C. Carlson*
 
  Letitia G.C. Carlson

  /s/ Prudence E. Carlson*
 
  Prudence E. Carlson

  /s/ LeRoy T. Carlson, Jr.
 
  LeRoy T. Carlson, Jr.

  *By: /s/ LeRoy T. Carlson, Jr.
   
    LeRoy T. Carlson, Jr.
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 and Chief Executive Officer

Signature Page 1 of 2 to Amendment No. 5 to Schedule 13G
relating to the indirect beneficial ownership of Rural Cellular Corporation
by Telephone and Data Systems, Inc.

  CUSIP No. 781904107     Page 15 of 15 Pages  

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.
Authorized Representative

USCCI CORPORATION

  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

TDSI TELECOMMUNICATIONS CORPORATION

  By: /s/ LeRoy T. Carlson, Jr.
   
    LeRoy T. Carlson, Jr.
Authorized Representative

ARVIG TELEPHONE COMPANY

  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

Signature Page 2 of 2 to Amendment No. 5 to Schedule 13G
relating to the indirect beneficial ownership of Rural Cellular Corporation
by Telephone and Data Systems, Inc.

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