<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 27, 1998
RURAL CELLULAR CORPORATION
(Exact name of registrant as specified in its charter)
Minnesota 0-27416 41-1693295
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3905 Dakota Street SW
Alexandria, Minnesota 56308
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (320) 762-2000
<PAGE>
Item 5. Other Events.
On April 27, 1998, the Registrant issued a notice of a certain proposed
unregistered offering of senior subordinated notes and exchangeable preferred
stock pursuant to Rule 135c of the Securities Act of 1933. See attached Press
Release (Exhibit 99).
Item 7. Financial Statements and Exhibits.
(c) Exhibits
99 Press Release dated April 27, 1998
2
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: April 27, 1998
RURAL CELLULAR CORPORATION
(Registrant)
By: /s/ Richard P. Ekstrand
-------------------------------------------
Richard P. Ekstrand
President and Chief Executive Officer
3
<PAGE>
EXHIBIT INDEX
Page No. in Sequentially
Exhibit Description of Exhibit Numbered Copy
------- ---------------------- ------------------------
99 Press Release dated 5
April 27, 1998
4
<PAGE>
EXHIBIT 99
PRESS RELEASE
RURAL CELLULAR CORPORATION ANNOUNCE OFFERINGS OF
SUBORDINATED NOTES AND EXCHANGEABLE PREFERRED STOCK
Alexandria, Minnesota--April 27, 1998--Rural Cellular Corporation [NASDAQ NMS:
RCCC] today announced that it will be offering $125 million of Senior
Subordinated Notes and $100 million of Senior Exchangeable Preferred Stock. The
net proceeds from the sale of the notes will be used to finance the acquisition
of Atlantic Cellular Company, L.P. and Western Maine Cellular, Inc. The net
proceeds from the sale of the preferred stock will be used to pay down existing
debt. The Company said that completion of the notes and exchangeable preferred
stock offerings are subject to market conditions.
The Company provides wireless communication services through its ownership,
operation and management of cellular, paging and Personal Communications
Services systems. These systems are concentrated in the Upper Midwest and New
England regions of the United States.
The securities have not been and will not be registered under the Securities Act
of 1933 and may not be offered or sold in the United States absent registration
or an applicable exemption from registration requirements. This communication
shall not constitute an offer to sell or the solicitation of an offer to buy the
securities.
Forward-looking statements in this news release, if any, are made under the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
Certain important factors could cause the Company not to issue the
above-mentioned securities, including the impact of changing economic or
business conditions, unfavorable interest rates and other risk factors discussed
from time to time in reports filed by the Company with the Securities and
Exchange Commission.
For further information, contact:
Ann Elliott
Manager, Corporate Communications
Rural Cellular Corporation
(320) 808-2104
