<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 26, 2000
REGISTRATION NO. 333-41512
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
DOBSON COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
OKLAHOMA 4812 73-1513309
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of Industrial Identification No.)
incorporation or organization) Classification Code Number)
</TABLE>
--------------------------
<TABLE>
<S> <C>
13439 NORTH BROADWAY EXTENSION BRUCE R. KNOOIHUIZEN
SUITE 200 13439 NORTH BROADWAY EXTENSION
SUITE 200
OKLAHOMA CITY, OKLAHOMA 73114 OKLAHOMA CITY, OKLAHOMA 73114
(405) 529-8500 (405) 529-8500
(Address, including Zip Code, and telephone (Name, address, including Zip
number, including area code, of Code, and telephone number,
registrant's principal including area code, of
executive offices) agent for service)
</TABLE>
--------------------------
COPIES TO:
THEODORE M. ELAM, ESQ.
MCAFEE & TAFT A PROFESSIONAL CORPORATION
TENTH FLOOR, TWO LEADERSHIP SQUARE
211 NORTH ROBINSON
OKLAHOMA CITY, OKLAHOMA 73102
(405) 235-9621
--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
--------------------------
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box: / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration number of the earlier effective
registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement under the earlier effective registration statement for
the same offering. / /
--------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT(1) OFFERING PRICE(1) REGISTRATION FEE
<S> <C> <C> <C> <C>
10 7/8% Senior Notes due 2010..... $300,000,000 100% $300,000,000 $79,200(1)
</TABLE>
(1) Estimated solely for the purpose of computing the registration fee in
accordance with Rule 457(f)(2).
--------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8 OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8, MAY DETERMINE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
PART II
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NUMBERS DESCRIPTION METHOD OF FILING
--------------------- ----------- ----------------------------------
<C> <S> <C>
2.1 Asset Purchase Agreement dated October 9, 1997 between
Texas 16 Cellular Telephone Company and Dobson Cellular
of Texas, Inc. (1) [2.1]
2.2.1 Stock Purchase Agreement dated November 17, 1997 as amended
by Amendment No. 1 thereto effective as of March 18, 1998
between the shareholders of Cellular 2000 Telephone Co.
listed therein and Dobson Cellular of California, Inc. (2) [2.6.1]
2.2.2 Stock Purchase Agreement dated March 19, 1998 between RSA
339, Inc. and AT&T Wireless Services, Inc. and Dobson
Cellular of California, Inc. (2) [2.6.2]
2.3 Securities Purchase Agreement dated March 25, 1998 between
Santa Cruz Cellular Telephone, Inc. and its shareholders
and optionholders listed therein and Dobson Cellular of
California, Inc. (2) [2.7]
2.4 Agreement and Plan of Merger dated July 28, 1998 between
Sygnet Wireless, Inc. and Dobson/Sygnet Operating Company
(formerly known as Front Nine Operating Company) (without
schedules). (3) [2.0]
2.5 Asset Purchase Agreement dated August 20, 1998, between Ohio
Wireless Communications, L.L.C. and Dobson Cellular of
Sandusky. (4) [2.9]
2.6 Asset Purchase Agreement dated as of September 2, 1998
between A-1 Cellular of Texas, L.P. and Dobson Cellular of
Navarro, Inc. (4) [2.10]
2.7 Asset Purchase Agreement dated November 24, 1998 between
First Cellular of Maryland, Inc. and Dobson Cellular of
Maryland, Inc. (4) [2.11]
2.8 Agreement to furnish unfiled schedules. (4) [2.12]
2.9 Asset Purchase Agreement dated September 8, 1999 by and
between ACC Arizona Cellular Communications, Inc. and
Dobson Cellular of Imperial, Inc. (12) [2.9]
2.10 Asset Purchase Agreement dated September 30, 1999 between
Alaska 3 Cellular, LLC and Dobson Cellular Systems, Inc. (12) [2.10]
2.11 Agreement and Plan of Merger dated October 5, 1999 among ACC
Acquisition LLC, ACC Acquisition Co. and American Cellular
Corporation. (12) [2.11]
2.12 Asset Purchase Agreement dated October 6, 1999 between
Pacific Telecom Cellular of Alaska RSA 1, Inc. and Dobson
Cellular Systems, Inc. (12) [2.12]
2.13 Asset Purchase Agreement dated October 25, 1999 between
Trillium Cellular Corp., Interstate Cellular Holdings
Corp., Universal Telecell, Inc. (d/b/a Unitel Wireless
Communications Systems, Inc.) and Dobson Cellular Systems,
Inc. (12) [2.13]
2.14 License Acquisition Agreement dated November 9, 1999 among
DCC PCS, Inc., Royal Wireless, L.L.C., Arnage Wireless,
L.L.C. and (with respect to Section 10.12 only) AT&T
Wireless Services, Inc. (12) [2.14]
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBERS DESCRIPTION METHOD OF FILING
--------------------- ----------- ----------------------------------
<C> <S> <C>
2.15 Agreement and Plan of Recapitalization among Dobson
Communications Corporation, Dobson Operating Company,
Dobson CC Limited Partnership, Russell L. Dobson, J.W.
Childs Equity Partners II, L.P., AT&T Wireless, Inc. and
the other stockholders of Dobson Communications
Corporation's Class A Common Stock and Class D Preferred
Stock. (12) [2.15]
2.16 Asset Purchase Agreement for Michigan 10. (12) [2.16]
2.17 Asset Purchase Agreement dated January 5, 2000 for Texas 9
by and between Lone Star Cellular, Inc., PCM, Inc. and
Dobson Cellular Systems, Inc. (12) [2.17]
2.18 AT&T Stock Purchase Agreement dated February 4, 2000. (12) [2.18]
3.1 Registrant's Amended and Restated Certificate of
Incorporation. (12) [3.1]
3.2 Registrant's Amended and Restated Bylaws. (12) [3.2]
4.1 Credit Agreement among the Agents and Lenders named therein
and Dobson/Sygnet Operating Company, dated as of
December 23, 1998. (4) [4.4]
4.2 $17.5 million Term Loan Agreement between Dobson Tower
Company and NationsBank, N.A. dated as of December 23,
1998. (4) [4.5]
4.3 Amended, Restated, and Consolidated Revolving Credit and
Term Loan Agreement dated as of January 18, 2000 among
Dobson Operating Company, Banc of America Securities, LLC,
Bank of America, N.A., Lehman Commercial Paper Inc. and TD
Securities (USA) Inc., and First Union National Bank and
PNC Bank, National Association, and the Lenders. (12) [4.6]
4.4 Indenture dated as of February 28, 1997 between the
Registrant, as Issuer, and United States Trust Company of
New York, as Trustee. (8) [4.6]
4.5 Escrow and Security Agreement dated February 28, 1997 among
the Registrant as Pledgor, and Morgan Stanley & Co.
Incorporated, Alex. Brown & Sons Incorporated, First Union
Capital Markets, and NationsBanc Capital Markets, Inc., as
Placement Agents, and United States Trust Company of New
York, as Trustee. (8) [4.9]
4.6 Indenture dated December 23, 1998 between Dobson/Sygnet
Communications Company, as Issuer, and United States Trust
Company of New York, as Trustee. (3) [4.1]
4.7 Collateral Pledge and Security Agreement dated December 23,
1998 between Dobson/Sygnet Communications Company, as
Pledgor, and NationsBanc Montgomery Securities LLC, Lehman
Brothers Inc., First Union Capital Markets, a division of
Wheat First Securities, Inc. and TD Securities (USA) Inc.,
as Initial Purchasers, and United States Trust Company of
New York, as Trustee. (4) [4.18]
4.8 Form of Common Stock Certificate. (12) [4.16]
4.9 Indenture dated June 22, 2000 by the Registrant and United
States Trust Company of New York, as Trustee (13) [4]
5 Opinion of McAfee & Taft A Professional Corporation. (5)
10.1.1* Registrant's 1996 Stock Option Plan, as amended. (4) [10.1.1]
10.1.2* Form of 2000-1 Amendment to the DCC 1996 Stock Option Plan. (12) [10.1.3]
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBERS DESCRIPTION METHOD OF FILING
--------------------- ----------- ----------------------------------
<C> <S> <C>
10.1.3* Form of Dobson Communications Corporation 2000 Stock
Incentive Plan. (12) [10.1.4]
10.2.2 Promissory Note dated February 10, 1997 of G. Edward Evans
in the amount of $300,000 in favor of Western Financial
Services Corp. (8) [10.2.1]
10.2.3 Stock Purchase Agreement, dated December 23, 1998 among the
Registrant, the Fleet Investors and the other entities
listed therein. (4) [10.2.5]
10.2.4 Asset Purchase Agreement dated December 23, 1998 by and
between Sygnet Communications, Inc. and Dobson Tower
Company. (4) [10.2.6]
10.2.5.1 Asset Purchase Agreement dated July 6, 1999 by and among
American Tower Corporation, American Tower, LP, Dobson
Tower Company and the Registrant as Sole Shareholder of
Dobson Tower, as amended. (12) [10.2.6.1]
10.2.6 Master Site License Agreement dated December 23, 1998 by and
between Sygnet Communications, Inc. and Dobson Tower
Company. (4) [10.2.7]
10.3.1* Letter dated June 3, 1996 from Registrant to Bruce R.
Knooihuizen describing employment arrangement. (8) [10.3.2]
10.3.2* Letter dated October 15, 1996 from Fleet Equity Partners to
Justin L. Jaschke regarding director compensation. (8) [10.3.3]
10.3.3* Letter dated December 26, 1996 from Registrant to G. Edward
Evans describing employment arrangement. (8) [10.3.1]
10.3.4* Letter dated September 16, 1997 from Registrant to William
J. Hoffman, Jr. describing employment arrangement. (2) [10.3.4]
10.3.5* Letter dated October 28, 1997 from Registrant to R. Thomas
Morgan describing employment arrangement. (2) [10.3.5]
10.3.6* Letter dated August 25, 1998 from Registrant to Richard D.
Sewell, Jr. describing employment arrangement. (4) [10.3.6]
10.3.7* Consulting Agreement dated December 21, 1998 between
Registrant and Albert H. Pharis, Jr. (4) [10.3.7]
10.3.8* Consulting Agreement dated August 15, 1998 between the
Registrant and Russell L. Dobson and Addendum thereto
dated October 1, 1998. (12) [10.3.8]
10.3.9* Letter dated September 24, 1998 from Registrant to Craig T.
Sheetz describing employment arrangement. (12) [10.3.9]
10.4.1 North American Cellular Network Services Agreement dated
August 26, 1992 between North American Cellular Network,
Inc. and Dobson Cellular Systems, Inc. (8) [10.4.2]
10.4.2 General Purchase Agreement dated January 13, 1998 between
Lucent Technologies, Inc. and Dobson Cellular Systems,
Inc. (2) [10.4.7]
10.4.3 Amendment No. 1 to General Purchase Agreement between the
Registrant and Lucent Technologies, Inc. (5)
10.4.4 Operating Agreement dated January 16, 1998 between AT&T
Wireless Services, Inc. and Dobson Cellular Systems, Inc. (12) [10.4.4]
10.4.5 Fourth Amended General Purchase Agreement dated January 5,
1999 between Northern Telecom Inc. and Registrant. (2) [10.4.8]
10.4.6 Fifth Amended General Purchase Agreement between Northern
Telecom Inc. and Registrant (5)
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBERS DESCRIPTION METHOD OF FILING
--------------------- ----------- ----------------------------------
<C> <S> <C>
10.4.7 Sixth Amended General Purchase Agreement between Nortel
(formerly Northern Telecom) and Registrant (5)
10.6 Second Amended and Restated Partnership Agreement of Gila
River Cellular General Partnership dated September 30,
1997. (11) [10.8]
10.7.1 Investment and Transaction Agreement, dated December 23,
1998, among the Registrant, Dobson CC Limited Partnership
and J. W. Childs Equity Partners II, L.P. (without
exhibits). (4) [10.8.1]
10.7.2 Stockholder and Investor Rights Agreement, dated
December 23, 1998 among the Registrant and the
shareholders listed therein, (without exhibits). (4) [10.8.2]
10.7.2.1 Amendment to Stockholder and Investors Rights Agreement,
dated April 13, 1999 among the Registrant and the
Shareholders listed therein (without exhibits). (4) [10.8.2.1]
10.7.2.2 Amended and Restated Stockholders and Investor Rights
Agreement dated September 17, 1999 by and among the
Registrant and the Cash Equity Investors, as listed and
defined therein (without exhibits). (12) [10.7.2.2]
10.7.2.3 Stockholder and Investor Rights Agreement dated January 31,
2000 among the Registrant and the Shareholders listed
therein (without exhibits). (12) [10.7.2.3]
10.7.3 Investors Agreement, dated December 23, 1998, among the
Registrant, and certain shareholders of Sygnet Wireless,
Inc. and their affiliates listed therein. (4) [10.8.3]
10.8 License Agreement dated February 15, 1999 between Registrant
and H.O. Systems, Inc. (10) [10.9]
10.9* Form of Dobson Communications Corporation Director
Indemnification Agreement. (12) [10.9]
10.10 Agreement and Plan of Reorganization and Corporation
Separation. (12) [10.10]
10.11 Agreement by and among Dobson Communications Corporation and
Dobson's shareholders regarding the distribution of Logix
Communications Enterprises, Inc. stock. (12) [10.11]
10.12 Registration Rights Agreement dated June 22, 2000 between
Dobson Communications Corporation, Banc of America
Securities LLC, Lehman Brothers Inc. and Deutsche Bank
Securities Inc. (13) [10.1]
10.13 Amendment, Waiver and Consent to the Dobson Operating Co.
credit agreement dated as of June 19, 2000 among Dobson
Operating Co., L.L.C., as Borrower, Bank of
America, N.A., as Administrative Agent, Required Lenders
and Guarantors (13) [10.2]
21 List of Subsidiaries. (12) [21]
23.1 Consent of McAfee & Taft A Professional Corporation will be
contained in Exhibit 5 hereto. (14)
23.2 Consent of Arthur Andersen LLP (Oklahoma City--DCC). (14)
23.3 Consent of Ernst & Young LLP (Cleveland--Sygnet). (14)
23.4 Consent of Ernst & Young LLP (Chicago--American Cellular). (14)
24 Power of Attorney. (14)
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBERS DESCRIPTION METHOD OF FILING
--------------------- ----------- ----------------------------------
<C> <S> <C>
99.1* Form of Dobson Communications Corporation 2000 Stock
Incentive Plan Incentive Stock Option Agreement. (13) [99.1]
99.2* Form of Dobson Communications Corporation 2000 Stock
Incentive Plan Nonqualified Stock Option Agreement. (13) [99.2]
99.3 Letter of Transmittal (5)
99.4 Notice of Guaranteed Delivery (5)
99.5 Broker Letter (5)
99.6 Client Letter (5)
99.7 Instruction to Beneficial Holders (5)
99.8 Guidelines for Certification of Taxpayer Identification
Number (5)
</TABLE>
------------------------
* Management contract or compensatory plan or arrangement.
(1) Filed as an exhibit to the Registrant's Current Report on Form 8-K filed on
April 10, 1998, as the exhibit number indicated in brackets and incorporated
by reference herein.
(2) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1997 as the exhibit number indicated in brackets and
incorporated by reference herein.
(3) Filed as an exhibit to the Registrant's Current Report on Form 8-K filed on
January 7, 1999, as the exhibit number indicated in brackets and
incorporated by reference herein.
(4) Filed as an exhibit to the Registrant's Registration Statement on Form S-4
(Registration No. 333-71633), as the exhibit number indicated in brackets
and incorporated by reference herein.
(5) Filed herewith.
(6) Filed as an exhibit to the Registrant's Registration Statement on Form S-4
(Registration No. 333-50107), as the exhibit number indicated in brackets
and incorporated by reference herein.
(7) Filed as an exhibit to the Registrant's Current Report on Form 8-K filed on
May 27, 1999, as the exhibit number indicated in brackets and incorporated
by reference herein.
(8) Filed as an exhibit to the Registrant's Registration Statement of Form S-4
(Registration No. 333-23769), as the exhibit number indicated in brackets
and incorporated by reference herein.
(9) Filed as an exhibit to the Registrant's Current Report on Form 8-K on
June 30, 1998, as the exhibit number indicated in brackets and incorporated
by reference herein.
(10) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1998 as the exhibit number indicated in brackets and
incorporated by reference herein.
(11) Filed as an exhibit to the Registrant's Current Report on Form 8-K filed on
October 15, 1997 and amended on November 6, 1997, as the exhibit number
indicated in brackets and incorporated by reference herein.
(12) Filed as an exhibit to the Registrant's Registration Statement on Form S-1
(Registration No. 333-90759), as the exhibit number indicated in brackets
and incorporated by reference herein.
(13) Filed as an exhibit to the Registrant's Current Report on Form 8-K filed on
July 6, 2000, as the exhibit number indicated in brackets and incorporated
by reference herein.
(14) Previously filed as an exhibit to this Registration Statement.
(b) Financial Statement Schedules
None
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 1 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Oklahoma City, State of Oklahoma, on the 26th day of July, 2000.
<TABLE>
<S> <C> <C>
DOBSON COMMUNICATIONS CORPORATION
By: /s/ EVERETT R. DOBSON*
-----------------------------------------
Everett R. Dobson
CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF
EXECUTIVE OFFICER
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons in
the capacities indicated on the 26th day of July, 2000.
<TABLE>
<CAPTION>
NAME TITLE
---- -----
<C> <S>
/s/ EVERETT R. DOBSON* Chairman of the Board, President and Chief
------------------------------------------- Executive Officer (Principal Executive
Everett R. Dobson Officer) and Director
/s/ STEPHEN T. DOBSON* Secretary and Director
-------------------------------------------
Stephen T. Dobson
/s/ BRUCE R. KNOOIHUIZEN* Vice President and Chief Financial Officer
------------------------------------------- (Principal Financial Officer)
Bruce R. Knooihuizen
/s/ TRENT LEFORCE* Corporate Controller (Principal Accounting
------------------------------------------- Officer)
Trent LeForce
Director
-------------------------------------------
Russell L. Dobson
/s/ FRED J. HALL* Director
-------------------------------------------
Fred J. Hall
Director
-------------------------------------------
Justin L. Jaschke
/s/ ALBERT H. PHARIS, JR.* Director
-------------------------------------------
Albert H. Pharis, Jr.
/s/ DANA L. SCHMALTZ* Director
-------------------------------------------
Dana L. Schmaltz
</TABLE>
<TABLE>
<S> <C> <C> <C>
*By: /s/ RONALD L. RIPLEY
--------------------------------------
Ronald L. Ripley
ATTORNEY-IN-FACT
</TABLE>
II-7
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBERS DESCRIPTION METHOD OF FILING
--------------------- ----------- ----------------------------------
<C> <S> <C>
2.1 Asset Purchase Agreement dated October 9, 1997 between
Texas 16 Cellular Telephone Company and Dobson Cellular
of Texas, Inc. (1) [2.1]
2.2.1 Stock Purchase Agreement dated November 17, 1997 as amended
by Amendment No. 1 thereto effective as of March 18, 1998
between the shareholders of Cellular 2000 Telephone Co.
listed therein and Dobson Cellular of California, Inc. (2) [2.6.1]
2.2.2 Stock Purchase Agreement dated March 19, 1998 between RSA
339, Inc. and AT&T Wireless Services, Inc. and Dobson
Cellular of California, Inc. (2) [2.6.2]
2.3 Securities Purchase Agreement dated March 25, 1998 between
Santa Cruz Cellular Telephone, Inc. and its shareholders
and optionholders listed therein and Dobson Cellular of
California, Inc. (2) [2.7]
2.4 Agreement and Plan of Merger dated July 28, 1998 between
Sygnet Wireless, Inc. and Dobson/Sygnet Operating Company
(formerly known as Front Nine Operating Company) (without
schedules). (3) [2.0]
2.5 Asset Purchase Agreement dated August 20, 1998, between Ohio
Wireless Communications, L.L.C. and Dobson Cellular of
Sandusky. (4) [2.9]
2.6 Asset Purchase Agreement dated as of September 2, 1998
between A-1 Cellular of Texas, L.P. and Dobson Cellular of
Navarro, Inc. (4) [2.10]
2.7 Asset Purchase Agreement dated November 24, 1998 between
First Cellular of Maryland, Inc. and Dobson Cellular of
Maryland, Inc. (4) [2.11]
2.8 Agreement to furnish unfiled schedules. (4) [2.12]
2.9 Asset Purchase Agreement dated September 8, 1999 by and
between ACC Arizona Cellular Communications, Inc. and
Dobson Cellular of Imperial, Inc. (12) [2.9]
2.10 Asset Purchase Agreement dated September 30, 1999 between
Alaska 3 Cellular, LLC and Dobson Cellular Systems, Inc. (12) [2.10]
2.11 Agreement and Plan of Merger dated October 5, 1999 among ACC
Acquisition LLC, ACC Acquisition Co. and American Cellular
Corporation. (12) [2.11]
2.12 Asset Purchase Agreement dated October 6, 1999 between
Pacific Telecom Cellular of Alaska RSA 1, Inc. and Dobson
Cellular Systems, Inc. (12) [2.12]
2.13 Asset Purchase Agreement dated October 25, 1999 between
Trillium Cellular Corp., Interstate Cellular Holdings
Corp., Universal Telecell, Inc. (d/b/a Unitel Wireless
Communications Systems, Inc.) and Dobson Cellular Systems,
Inc. (12) [2.13]
2.14 License Acquisition Agreement dated November 9, 1999 among
DCC PCS, Inc., Royal Wireless, L.L.C., Arnage Wireless,
L.L.C. and (with respect to Section 10.12 only) AT&T
Wireless Services, Inc. (12) [2.14]
2.15 Agreement and Plan of Recapitalization among Dobson
Communications Corporation, Dobson Operating Company,
Dobson CC Limited Partnership, Russell L. Dobson, J.W.
Childs Equity Partners II, L.P., AT&T Wireless, Inc. and
the other stockholders of Dobson Communications
Corporation's Class A Common Stock and Class D Preferred
Stock. (12) [2.15]
2.16 Asset Purchase Agreement for Michigan 10. (12) [2.16]
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBERS DESCRIPTION METHOD OF FILING
--------------------- ----------- ----------------------------------
<C> <S> <C>
2.17 Asset Purchase Agreement dated January 5, 2000 for Texas 9
by and between Lone Star Cellular, Inc., PCM, Inc. and
Dobson Cellular Systems, Inc. (12) [2.17]
2.18 AT&T Stock Purchase Agreement dated February 4, 2000. (12) [2.18]
3.1 Registrant's Amended and Restated Certificate of
Incorporation. (12) [3.1]
3.2 Registrant's Amended and Restated Bylaws. (12) [3.2]
4.1 Credit Agreement among the Agents and Lenders named therein
and Dobson/Sygnet Operating Company, dated as of
December 23, 1998. (4) [4.4]
4.2 $17.5 million Term Loan Agreement between Dobson Tower
Company and NationsBank, N.A. dated as of December 23,
1998. (4) [4.5]
4.3 Amended, Restated, and Consolidated Revolving Credit and
Term Loan Agreement dated as of January 18, 2000 among
Dobson Operating Company, Banc of America Securities, LLC,
Bank of America, N.A., Lehman Commercial Paper Inc. and TD
Securities (USA) Inc., and First Union National Bank and
PNC Bank, National Association, and the Lenders. (12) [4.6]
4.4 Indenture dated as of February 28, 1997 between the
Registrant, as Issuer, and United States Trust Company of
New York, as Trustee. (8) [4.6]
4.5 Escrow and Security Agreement dated February 28, 1997 among
the Registrant as Pledgor, and Morgan Stanley & Co.
Incorporated, Alex. Brown & Sons Incorporated, First Union
Capital Markets, and NationsBanc Capital Markets, Inc., as
Placement Agents, and United States Trust Company of New
York, as Trustee. (8) [4.9]
4.6 Indenture dated December 23, 1998 between Dobson/Sygnet
Communications Company, as Issuer, and United States Trust
Company of New York, as Trustee. (3) [4.1]
4.7 Collateral Pledge and Security Agreement dated December 23,
1998 between Dobson/Sygnet Communications Company, as
Pledgor, and NationsBanc Montgomery Securities LLC, Lehman
Brothers Inc., First Union Capital Markets, a division of
Wheat First Securities, Inc. and TD Securities (USA) Inc.,
as Initial Purchasers, and United States Trust Company of
New York, as Trustee. (4) [4.18]
4.8 Form of Common Stock Certificate. (12) [4.16]
4.9 Indenture dated June 22, 2000 by the Registrant and United
States Trust Company of New York, as Trustee (13) [4]
5 Opinion of McAfee & Taft A Professional Corporation. (5)
10.1.1* Registrant's 1996 Stock Option Plan, as amended. (4) [10.1.1]
10.1.2* Form of 2000-1 Amendment to the DCC 1996 Stock Option Plan. (12) [10.1.3]
10.1.3* Form of Dobson Communications Corporation 2000 Stock
Incentive Plan. (12) [10.1.4]
10.2.2 Promissory Note dated February 10, 1997 of G. Edward Evans
in the amount of $300,000 in favor of Western Financial
Services Corp. (8) [10.2.1]
10.2.3 Stock Purchase Agreement, dated December 23, 1998 among the
Registrant, the Fleet Investors and the other entities
listed therein. (4) [10.2.5]
10.2.4 Asset Purchase Agreement dated December 23, 1998 by and
between Sygnet Communications, Inc. and Dobson Tower
Company. (4) [10.2.6]
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBERS DESCRIPTION METHOD OF FILING
--------------------- ----------- ----------------------------------
<C> <S> <C>
10.2.5.1 Asset Purchase Agreement dated July 6, 1999 by and among
American Tower Corporation, American Tower, LP, Dobson
Tower Company and the Registrant as Sole Shareholder of
Dobson Tower, as amended. (12) [10.2.6.1]
10.2.6 Master Site License Agreement dated December 23, 1998 by and
between Sygnet Communications, Inc. and Dobson Tower
Company. (4) [10.2.7]
10.3.1* Letter dated June 3, 1996 from Registrant to Bruce R.
Knooihuizen describing employment arrangement. (8) [10.3.2]
10.3.2* Letter dated October 15, 1996 from Fleet Equity Partners to
Justin L. Jaschke regarding director compensation. (8) [10.3.3]
10.3.3* Letter dated December 26, 1996 from Registrant to G. Edward
Evans describing employment arrangement. (8) [10.3.1]
10.3.4* Letter dated September 16, 1997 from Registrant to William
J. Hoffman, Jr. describing employment arrangement. (2) [10.3.4]
10.3.5* Letter dated October 28, 1997 from Registrant to R. Thomas
Morgan describing employment arrangement. (2) [10.3.5]
10.3.6* Letter dated August 25, 1998 from Registrant to Richard D.
Sewell, Jr. describing employment arrangement. (4) [10.3.6]
10.3.7* Consulting Agreement dated December 21, 1998 between
Registrant and Albert H. Pharis, Jr. (4) [10.3.7]
10.3.8* Consulting Agreement dated August 15, 1998 between the
Registrant and Russell L. Dobson and Addendum thereto
dated October 1, 1998. (12) [10.3.8]
10.3.9* Letter dated September 24, 1998 from Registrant to Craig T.
Sheetz describing employment arrangement. (12) [10.3.9]
10.4.1 North American Cellular Network Services Agreement dated
August 26, 1992 between North American Cellular Network,
Inc. and Dobson Cellular Systems, Inc. (8) [10.4.2]
10.4.2 General Purchase Agreement dated January 13, 1998 between
Lucent Technologies, Inc. and Dobson Cellular Systems,
Inc. (2) [10.4.7]
10.4.3 Amendment No. 1 to General Purchase Agreement between the
Registrant and Lucent Technologies, Inc. (5)
10.4.4 Operating Agreement dated January 16, 1998 between AT&T
Wireless Services, Inc. and Dobson Cellular Systems, Inc. (12) [10.4.4]
10.4.5 Fourth Amended General Purchase Agreement dated January 5,
1999 between Northern Telecom Inc. and Registrant. (2) [10.4.8]
10.4.6 Fifth Amended General Purchase Agreement between Northern
Telecom Inc. and Registrant (5)
10.4.7 Sixth Amended General Purchase Agreement between Nortel
(formerly Northern Telecom) and Registrant (5)
10.6 Second Amended and Restated Partnership Agreement of Gila
River Cellular General Partnership dated September 30,
1997. (11) [10.8]
10.7.1 Investment and Transaction Agreement, dated December 23,
1998, among the Registrant, Dobson CC Limited Partnership
and J. W. Childs Equity Partners II, L.P. (without
exhibits). (4) [10.8.1]
10.7.2 Stockholder and Investor Rights Agreement, dated
December 23, 1998 among the Registrant and the
shareholders listed therein, (without exhibits). (4) [10.8.2]
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBERS DESCRIPTION METHOD OF FILING
--------------------- ----------- ----------------------------------
<C> <S> <C>
10.7.2.1 Amendment to Stockholder and Investors Rights Agreement,
dated April 13, 1999 among the Registrant and the
Shareholders listed therein (without exhibits). (4) [10.8.2.1]
10.7.2.2 Amended and Restated Stockholders and Investor Rights
Agreement dated September 17, 1999 by and among the
Registrant and the Cash Equity Investors, as listed and
defined therein (without exhibits). (12) [10.7.2.2]
10.7.2.3 Stockholder and Investor Rights Agreement dated January 31,
2000 among the Registrant and the Shareholders listed
therein (without exhibits). (12) [10.7.2.3]
10.7.3 Investors Agreement, dated December 23, 1998, among the
Registrant, and certain shareholders of Sygnet Wireless,
Inc. and their affiliates listed therein. (4) [10.8.3]
10.8 License Agreement dated February 15, 1999 between Registrant
and H.O. Systems, Inc. (10) [10.9]
10.9* Form of Dobson Communications Corporation Director
Indemnification Agreement. (12) [10.9]
10.10 Agreement and Plan of Reorganization and Corporation
Separation. (12) [10.10]
10.11 Agreement by and among Dobson Communications Corporation and
Dobson's shareholders regarding the distribution of Logix
Communications Enterprises, Inc. stock. (12) [10.11]
10.12 Registration Rights Agreement dated June 22, 2000 between
Dobson Communications Corporation, Banc of America
Securities LLC, Lehman Brothers Inc. and Deutsche Bank
Securities Inc. (13) [10.1]
10.13 Amendment, Waiver and Consent to the Dobson Operating Co.
credit agreement dated as of June 19, 2000 among Dobson
Operating Co., L.L.C., as Borrower, Bank of
America, N.A., as Administrative Agent, Required Lenders
and Guarantors (13) [10.2]
21 List of Subsidiaries. (12) [21]
23.1 Consent of McAfee & Taft A Professional Corporation will be
contained in Exhibit 5 hereto. (14)
23.2 Consent of Arthur Andersen LLP (Oklahoma City--DCC). (14)
23.3 Consent of Ernst & Young LLP (Cleveland--Sygnet). (14)
23.4 Consent of Ernst & Young LLP (Chicago--American Cellular). (14)
24 Power of Attorney. (14)
99.1* Form of Dobson Communications Corporation 2000 Stock
Incentive Plan Incentive Stock Option Agreement. (13) [99.1]
99.2* Form of Dobson Communications Corporation 2000 Stock
Incentive Plan Nonqualified Stock Option Agreement. (13) [99.2]
99.3 Letter of Transmittal (5)
99.4 Notice of Guaranteed Delivery (5)
99.5 Broker Letter (5)
99.6 Client Letter (5)
99.7 Instruction to Beneficial Holders (5)
99.8 Guidelines for Certification of Taxpayer Identification
Number (5)
</TABLE>
------------------------
* Management contract or compensatory plan or arrangement.
<PAGE>
(1) Filed as an exhibit to the Registrant's Current Report on Form 8-K filed on
April 10, 1998, as the exhibit number indicated in brackets and incorporated
by reference herein.
(2) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1997 as the exhibit number indicated in brackets and
incorporated by reference herein.
(3) Filed as an exhibit to the Registrant's Current Report on Form 8-K filed on
January 7, 1999, as the exhibit number indicated in brackets and
incorporated by reference herein.
(4) Filed as an exhibit to the Registrant's Registration Statement on Form S-4
(Registration No. 333-71633), as the exhibit number indicated in brackets
and incorporated by reference herein.
(5) Filed herewith.
(6) Filed as an exhibit to the Registrant's Registration Statement on Form S-4
(Registration No. 333-50107), as the exhibit number indicated in brackets
and incorporated by reference herein.
(7) Filed as an exhibit to the Registrant's Current Report on Form 8-K filed on
May 27, 1999, as the exhibit number indicated in brackets and incorporated
by reference herein.
(8) Filed as an exhibit to the Registrant's Registration Statement of Form S-4
(Registration No. 333-23769), as the exhibit number indicated in brackets
and incorporated by reference herein.
(9) Filed as an exhibit to the Registrant's Current Report on Form 8-K on
June 30, 1998, as the exhibit number indicated in brackets and incorporated
by reference herein.
(10) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1998 as the exhibit number indicated in brackets and
incorporated by reference herein.
(11) Filed as an exhibit to the Registrant's Current Report on Form 8-K filed on
October 15, 1997 and amended on November 6, 1997, as the exhibit number
indicated in brackets and incorporated by reference herein.
(12) Filed as an exhibit to the Registrant's Registration Statement on Form S-1
(Registration No. 333-90759), as the exhibit number indicated in brackets
and incorporated by reference herein.
(13) Filed as an exhibit to the Registrant's Current Report on Form 8-K filed on
July 6, 2000, as the exhibit number indicated in brackets and incorporated
by reference herein.
(14) Previously filed as an exhibit to this Registration Statement.
