UNITED STATES
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)
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Rural Cellular Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock, par value $.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
781904107
-----------------------------------------------------
(CUSIP Number)
See Attachment
-----------------------------------------------------
(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)
* The remainder of this cover page shall be filed 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 ("Act") 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).
<PAGE>
Issuer: Rural Cellular Corporation
CUSIP No. 781904107 13G Page 2 of 19 Pages
------------------ ----- ------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Trustees of the TDS Voting Trust under Agreement dated June 30,
1989
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF Not Applicable
SHARES
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER - 671,799
EACH shares of Class A Common Stock
REPORTING (which have one vote per share)
PERSON and 137,398 shares of Class B
WITH Common Stock (which have ten
votes per share).1
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 8.8% of the Class A Common Stock and 10.9% of the
Class B Common Stock of the Issuer, representing approximately 9.1% of
the Issuer's outstanding classes of Common Stock and 10.1% of the
Issuer's voting power.2 Class B Common Stock is convertible to Class A
Common Stock on a share-for-share basis.
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- -----------------------
1 Includes 85,000 shares of Class A Common Stock and 4,801 shares of
Class B Common Stock held by Hancock Cellular Telephone Company for
which beneficial ownership is disclaimed.
2 Based on 7,636,754 shares of Class A Common Stock and 1,260,668
shares of Class B Common Stock issued and outstanding on July 30, 1998
as reported by Rural Cellular Corporation on its Form 10-Q filed with
the Securities and Exchange Commission on August 11, 1998.
<PAGE>
Issuer: Rural Cellular Corporation
CUSIP No. 781904107 13G Page 3 of 19 Pages
--------------------- ----- ------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Telephone and Data Systems, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF Not Applicable
SHARES
BENEFICIALLY 6 SHARED VOTING POWER - 671,799
OWNED BY shares of Class A Common Stock
EACH (which have one vote per share)
REPORTING and 137,398 shares of Class B
PERSON Common Stock (which have ten
WITH votes per share).1
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 8.8% of the Class A Common Stock and 10.9% of the
Class B Common Stock of the Issuer, representing approximately 9.1% of
the Issuer's outstanding classes of Common Stock and 10.1% of the
Issuer's voting power.2 Class B Common Stock is convertible to Class A
Common Stock on a share-for-share basis.
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ----------------------
1 Includes 85,000 shares of Class A Common Stock and 4,801 shares of
Class B Common Stock held by Hancock Cellular Telephone Company for
which beneficial ownership is disclaimed.
2 Based on 7,636,754 shares of Class A Common Stock and 1,260,668
shares of Class B Common Stock issued and outstanding on July 30, 1998
as reported by Rural Cellular Corporation on its Form 10-Q filed with
the Securities and Exchange Commission on August 11, 1998.
<PAGE>
Issuer: Rural Cellular Corporation
CUSIP No. 781904107 13G Page 4 of 19 Pages
--------------------- ----- ------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
United States Cellular Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF Not Applicable
SHARES
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER - 424,705
EACH shares of Class A Common Stock
REPORTING (which have one vote per share)
PERSON and 35,978 shares of Class B
WITH Common Stock (which have ten
votes per share).1
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 5.6% of the Class A Common Stock and 2.9% of the
Class B Common Stock of the Issuer, representing approximately 5.2% of
the Issuer's outstanding classes of Common Stock and 3.9% of the
Issuer's voting power.2 Class B Common Stock is convertible to Class A
Common Stock on a share-for-share basis.
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ----------------------
1 Includes 85,000 shares of Class A Common Stock and 4,801 shares of
Class B Common Stock held by Hancock Cellular Telephone Company for
which beneficial ownership is disclaimed.
2 Based on 7,636,754 shares of Class A Common Stock and 1,260,668
shares of Class B Common Stock issued and outstanding on July 30, 1998
as reported by Rural Cellular Corporation on its Form 10-Q filed with
the Securities and Exchange Commission on August 11, 1998.
<PAGE>
Issuer: Rural Cellular Corporation
CUSIP No. 781904107 13G Page 5 of 19 Pages
--------------------- ----- ------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
United States Cellular Investment Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF Not Applicable
SHARES
BENEFICIALLY
OWNED BY
EACH 6 SHARED VOTING POWER - 424,705
REPORTING shares of Class A Common Stock
PERSON (which have one vote per share)
WITH and 35,978 shares of Class B
Common Stock (which have ten
votes per share).1
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 5.6% of the Class A Common Stock and 2.9% of the
Class B Common Stock of the Issuer, representing approximately 5.2% of
the Issuer's outstanding classes of Common Stock and 3.9% of the
Issuer's voting power.2 Class B Common Stock is convertible to Class A
Common Stock on a share-for-share basis.
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ----------------------
1 Includes 85,000 shares of Class A Common Stock and 4,801 shares of
Class B Common Stock held by Hancock Cellular Telephone Company for
which beneficial ownership is disclaimed.
2 Based on 7,636,754 shares of Class A Common Stock and 1,260,668
shares of Class B Common Stock issued and outstanding on July 30, 1998
as reported by Rural Cellular Corporation on its Form 10-Q filed with
the Securities and Exchange Commission on August 11, 1998.
<PAGE>
Issuer: Rural Cellular Corporation
CUSIP No. 781904107 13G Page 6 of 19 Pages
--------------------- ----- ------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TDS Telecommunications Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF Not Applicable
SHARES
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER - 247,094
EACH shares of Class A Common Stock
REPORTING (which have one vote per share)
PERSON and 101,420 shares of Class B
WITH Common Stock (which have ten
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 3.2% of the Class A Common Stock and 8.0% of the
Class B Common Stock of the Issuer, representing approximately 3.9% of
the Issuer's outstanding classes of Common Stock and 6.2% of the
Issuer's voting power.1 Class B Common Stock is convertible to Class A
Common Stock on a share-for-share basis.
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ----------------------
1 Based on 7,636,754 shares of Class A Common Stock and 1,260,668
shares of Class B Common Stock issued and outstanding on July 30, 1998
as reported by Rural Cellular Corporation on its Form 10-Q filed with
the Securities and Exchange Commission on August 11, 1998.
<PAGE>
Issuer: Rural Cellular Corporation
CUSIP No. 781904107 13G Page 7 of 19 Pages
--------------------- ----- ------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Arvig Telcom, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
5 SOLE VOTING POWER
NUMBER OF Not Applicable
SHARES
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER - 172,348
EACH shares of Class A Common Stock
REPORTING (which have one vote per share)
PERSON and 70,243 shares of Class B
WITH Common Stock (which have ten
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 2.3% of the Class A Common Stock and 5.6% of the
Class B Common Stock of the Issuer, representing approximately 2.7% of
the Issuer's outstanding classes of Common Stock and 4.3% of the
Issuer's voting power.1 Class B Common Stock is convertible to Class A
Common Stock on a share-for-share basis.
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ----------------------
1 Based on 7,636,754 shares of Class A Common Stock and 1,260,668
shares of Class B Common Stock issued and outstanding on July 30, 1998
as reported by Rural Cellular Corporation on its Form 10-Q filed with
the Securities and Exchange Commission on August 11, 1998.
<PAGE>
Issuer: Rural Cellular Corporation
CUSIP No. 781904107 13G Page 8 of 19 Pages
--------------------- ----- ------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Arvig Cellular, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
5 SOLE VOTING POWER
NUMBER OF Not Applicable
SHARES
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER - 172,348
EACH shares of Class A Common Stock
REPORTING (which have one vote per share)
PERSON and 70,243 shares of Class B
WITH Common Stock (which have ten
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 2.3% of the Class A Common Stock and 5.6% of the
Class B Common Stock of the Issuer, representing approximately 2.7% of
the Issuer's outstanding classes of Common Stock and 4.3% of the
Issuer's voting power.1 Class B Common Stock is convertible to Class A
Common Stock on a share-for-share basis.
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- -----------------
1 Based on 7,636,754 shares of Class A Common Stock and 1,260,668
shares of Class B Common Stock issued and outstanding on July 30, 1998
as reported by Rural Cellular Corporation on its Form 10-Q filed with
the Securities and Exchange Commission on August 11, 1998.
<PAGE>
Issuer: Rural Cellular Corporation
CUSIP No. 781904107 13G Page 9 of 19 Pages
--------------------- ----- ------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Minnesota Invco of RSA #5, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF Not Applicable
SHARES
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER - 339,705
EACH shares of Class A Common Stock
REPORTING (which have one vote per share)
PERSON and 31,177 shares of Class B
WITH Common Stock (which have ten
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 4.4% of the Class A Common Stock and 2.5% of the
Class B Common Stock of the Issuer, representing approximately 4.2% of
the Issuer's outstanding classes of Common Stock and 3.2% of the
Issuer's voting power.1 Class B Common Stock is convertible to Class A
Common Stock on a share-for-share basis.
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- -------------------
1 Based on 7,636,754 shares of Class A Common Stock and 1,260,668
shares of Class B Common Stock issued and outstanding on July 30, 1998
as reported by Rural Cellular Corporation on its Form 10-Q filed with
the Securities and Exchange Commission on August 11, 1998.
<PAGE>
Issuer: Rural Cellular Corporation
CUSIP No. 781904107 13G Page 10 of 19 Pages
--------------------- ------ ------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mid-State Telephone Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
5 SOLE VOTING POWER
NUMBER OF Not Applicable
SHARES
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER - 74,746
EACH shares of Class A Common Stock
REPORTING (which have one vote per share)
PERSON and 31,177 shares of Class B
WITH Common Stock (which have ten
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 9.8% of the Class A Common Stock and 2.5% of the
Class B Common Stock of the Issuer, representing approximately 1.2% of
the Issuer's outstanding classes of Common Stock and 1.9% of the
Issuer's voting power.1 Class B Common Stock is convertible to Class A
Common Stock on a share-for-share basis.
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- -----------------------
1 Based on 7,636,754 shares of Class A Common Stock and 1,260,668
shares of Class B Common Stock issued and outstanding on July 30, 1998
as reported by Rural Cellular Corporation on its Form 10-Q filed with
the Securities and Exchange Commission on August 11, 1998.
<PAGE>
Schedule 13G
Issuer: Rural Cellular Corporation
Page 11 of 19
Item 1. (a) Name of Issuer:
--------------
Rural Cellular Corporation
(b) Address of Issuers'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 ("The Voting Trust")1, Telephone
and Data Systems, Inc. ("TDS"), United States
Cellular Corporation ("USCC"), United States Cellular
Investment Company ("USCIC"), TDS Telecommunications
Corporation ("TDS Telecom"), Minnesota Invco of RSA
#5, Inc. ("Minnesota 5"), Mid-State Telephone Company
("Mid-State"), Arvig Telcom, Inc. ("Arvig Telcom"),
and Arvig Cellular, Inc. ("Arvig Cellular"), are
filing this Schedule 13G concerning their direct and
indirect beneficial ownership of the Class A Common
Stock and Class B Common Stock of the Issuer.
(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
(c) Citizenship:
-----------
See cover page, Item 4.
(d) Title of Class of Securities:
----------------------------
Class A Common Stock, $0.01 par value2
(e) CUSIP Number:
------------
781904107
Item 3. (a) - (j) If this statement is filed pursuant to Rule
13(d-1(c), check this box. |X|
Item 4. Ownership
---------
(a) Amount Beneficially Owned as of July 30, 1998:
---------------------------------------------
The Voting Trust.
----------------
The Trustees of the Voting Trust pursuant to Agreement dated
June 30, 1989, as amended, are LeRoy T. Carlson, Jr., Walter
C.D. Carlson, Letitia G.C. Carlson, Donald C. Nebergall,
Melanie J. Heald. The Voting Trust is the direct beneficial
owner of TDS Series A Common Shares.
--------------------------------------
1 The Trustees of the Voting Trust pursuant to Agreement dated June
30, 1989, as amended (hereby incorporated by reference to Exhibit 9.1
in the Annual Report on Form 10-K for the year ended December 31, 1995
of Telephone and Data Systems, Inc.): LeRoy T. Carlson, Jr., Walter
C.D. Carlson, Letitia G.C. Carlson, Donald C. Nebergall, Melanie J.
Heald.
2 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.
<PAGE>
Schedule 13G
Issuer: Rural Cellular Corporation
Page 12 of 19
TDS.
---
The Voting Trust holds and the trustees vote 6,334,473 Series
A Common Shares of TDS, representing approximately 51% of the
outstanding voting power of all shares of capital stock of TDS
Series A Common Shares and TDS Common Shares. By reason of
such ownership, The Voting Trust controls the election of a
majority of the directors of TDS and a majority of the voting
power on all other matters subject to a vote of the
shareholders of TDS. TDS shares voting power with respect to
671,799 shares of Class A Common Stock and 137,398 shares of
Class B Common Stock, which includes the 85,000 shares Class A
Common Stock and 4,801 shares of Class B Common Stock held by
Hancock Cellular Telephone Company ("Hancock") for which
beneficial ownership is disclaimed.
USCC.
----
TDS is the direct beneficial owner of an aggregate of
70,789,824 Common Shares of USCC, which represents
approximately 95.69% of the voting power of USCC. This
includes 37,783,947 Common Shares with one vote per share and
33,005,877 Series A Common Shares which have ten votes per
share on all matters and are convertible on share-for-basis
into Common Shares of USCC. Therefore, The Voting Trust and
TDS control the election of a majority of the directors of TDS
and a majority of the voting power on all other matters
subject to a vote of the shareholders of USCC. USCC shares
voting and investment power with respect to 424,705 shares of
Class A Common Stock and 35,978 shares of Class B Common
Stock, which includes the 85,000 shares Class A Common Stock
and 4,801 shares of Class B Common Stock held by Hancock
Cellular for which beneficial ownership is disclaimed.
USCIC.
-----
USCC is the direct beneficial owner of 100% of the issued and
outstanding capital stock of USCIC. Therefore, The Voting
Trust, TDS and USCC control USCIC. USCIC shares voting and
investment power with respect to 424,705 shares of Class A
Common Stock and 35,978 shares of Class B Common Stock, which
includes the 85,000 shares Class A Common Stock and 4,801
shares of Class B Common Stock held by Hancock Cellular for
which beneficial ownership is disclaimed.
Minnesota 5.
-----------
USCIC is the direct beneficial owner of 100% of the issued and
outstanding capital stock of Minnesota 5. Therefore, The
Voting Trust, TDS, USCC and USCIC control Minnesota 5.
Minnesota 5 shares voting and investment power with respect to
339,705 shares of Class A Common Stock and 31,177 shares of
Class B Common Stock.
Hancock.
-------
USCIC also owns 30% of the issued and outstanding capital
stock of Hancock. Hancock owns 85,000 shares of Class A Common
Stock and 4,801 shares of Class B Common Stock of the Issuer.
In addition, H. Donald Nelson, President of USCC, and Kenneth
R. Meyers, Senior Vice President- Finance (CFO) and Treasurer
of USCC, are two of the five members of the Board of Directors
of Hancock. Beneficial ownership of the shares held by Hancock
is disclaimed by The Voting Trust, TDS, USCC and USCIC, since
USCIC owns only 30% of the issued and outstanding capital
stock of Hancock and since only two of the five directors of
Hancock are representatives of USCIC.
TDS Telecom.
-----------
TDS is the direct beneficial owner of 100% of the issued and
outstanding capital stock of TDS Telecom. Therefore, The
Voting Trust and TDS control TDS Telecom. TDS Telecom shares
voting and investment power with respect to 247,094 shares of
Class A Common Stock and 101,420 shares of Class B Common
Stock.
Arvig Telcom.
------------
TDS Telecom is the direct beneficial owner of 100% of the
issued and outstanding capital stock of Arvig Telcom.
Therefore, The Voting Trust, TDS and TDS Telecom control Arvig
Telcom. Arvig Telcom shares voting and investment power with
respect to 172,348 shares of Class A Common Stock and 70,243
shares of Class B Common Stock.
<PAGE>
Schedule 13G
Issuer: Rural Cellular Corporation
Page 13 of 19
Arvig Cellular.
--------------
Arvig Telcom is the direct beneficial owner of 100% of the
issued and outstanding capital stock of Arvig Cellular.
Therefore, The Voting Trust, TDS, TDS Telecom and Arvig Telcom
control Arvig Cellular. Arvig Cellular shares voting and
investment power with respect to 172,348 shares of Class A
Common Stock and 70,243 shares of Class B Common Stock.
(b) Percent of Class:
----------------
<TABLE>
<CAPTION>
Class A Class B
TDS Subsidiary Common Stock Common Stock* Total
-------------- ------------ ------------ -----
<S> <C> <C> <C>
Arvig Cellular, Inc. 2.2568% 5.5719% 2.7602%
Mid-State Telephone Company 0.9788% 2.4731% 1.1905%
Minnesota Invco of RSA #5, Inc. 4.4482% 2.4731% 4.1684%
Hancock Cellular Telephone 1.1130% 0.3808% 1.0929%
Company** ------- ------- -------
Total (including Hancock): 8.7969% 10.8988% 9.0947%
======= ======== =======
Total (excluding Hancock): 7.6839% 10.5179% 8.0854%
======= ======== =======
<FN>
* Class B Common Stock is convertible on a share-for-share basis to Class
A Common Stock.
** The reporting persons disclaim beneficial ownership of the shares held by
Hancock.
</FN>
</TABLE>
(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:
<TABLE>
<CAPTION>
Class A Class B
TDS Subsidiary Common Stock Common Stock* Total
-------------- ------------ ------------ -----
<S> <C> <C> <C>
Arvig Cellular, Inc. 172,348 70,243 242,591
Mid-State Telephone Company 74,746 31,177 105,923
Minnesota Invco of RSA #5, Inc. 339,705 31,177 370,882
Hancock Cellular Telephone 85,000 4,801 89,801
Company** ------- ------- -------
Total (including Hancock): 671,799 137,398 809,197
======= ======= =======
Total (excluding Hancock): 586,799 132,597 719,396
======= ======= =======
<FN>
* Class B Common Stock is convertible on a share-for-share basis to Class
A Common Stock.
** The reporting persons disclaim beneficial ownership of the shares held
by Hancock.
</FN>
</TABLE>
<PAGE>
Schedule 13G
Issuer: Rural Cellular Corporation
Page 14 of 19
(iii) Sole power to dispose or to direct the
disposition of:
Not Applicable
(iv) Shared power to dispose or to direct the
disposition of:
<TABLE>
<CAPTION>
Class A Class B
TDS Subsidiary Common Stock Common Stock* Total
-------------- ------------ ------------ -----
<S> <C> <C> <C>
Arvig Cellular, Inc. 172,348 70,243 242,591
Mid-State Telephone Company 74,746 31,177 105,923
Minnesota Invco of RSA #5, Inc. 339,705 31,177 370,882
Hancock Cellular Telephone 85,000 4,801 89,801
Company** ------- ------- -------
Total (including Hancock): 671,799 137,398 809,197
======= ======= =======
Total (excluding Hancock): 586,799 132,597 719,396
======= ======= =======
<FN>
* Class B Common Stock is convertible on a share-for-share basis to
Class A Common Stock.
** The reporting persons disclaim beneficial ownership of the shares held
by Hancock.
</FN>
</TABLE>
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.
--------------------------------------------------------------
Not Applicable
Item 8. Identification and Classification of Members of the Group.
----------------------------------------------------------
(i) Identification:
The Trustees of the Voting Trust pursuant to
Agreement dated June 30, 1989, as amended
Telephone and Data Systems, Inc.
United States Cellular Corporation
United States Cellular Investment Company
TDS Telecommunications Corporation
Arvig Telcom, Inc.
<PAGE>
Schedule 13G
Issuer: Rural Cellular Corporation
Page 15 of 19
Arvig Cellular, Inc.
Mid-State Telephone Company
Minnesota Invco of RSA #5, Inc.
(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).
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.
<PAGE>
Schedule 13G
Issuer: Rural Cellular Corporation
Page 16 of 19
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: August 27, 1998 TRUSTEES OF THE VOTING TRUST UNDER AGREEMENT DATED
JUNE 30, 1989
/s/ Walter C.D. Carlson*
------------------------------------------
Walter C.D. Carlson
/s/ Letitia G.C. Carlson*
------------------------------------------
Letitia G.C. Carlson
/s/ Donald C. Nebergall*
------------------------------------------
Donald C. Nebergall
/s/ Melanie J. Heald*
------------------------------------------
Melanie J. Heald
*By: /s/ LeRoy T. Carlson, Jr.
-----------------------------------
LeRoy T. Carlson, Jr.
Trustee and as 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
Signature Page 1 of 2 to Schedule 13G
relating to the indirect beneficial ownership of Rural Cellular Corporation
by Telephone and Data Systems, Inc.
<PAGE>
Schedule 13G
Issuer: Rural Cellular Corporation
Page 17 of 19
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.
Chairman
TDS TELECOMMUNICATIONS CORPORATION
By: /s/ LeRoy T. Carlson, Jr.
--------------------------------------
LeRoy T. Carlson, Jr.
Chairman
ARVIG TELCOM, INC.
By: /s/ LeRoy T. Carlson, Jr.
--------------------------------------
LeRoy T. Carlson, Jr.
Authorized Representative
ARVIG CELLULAR, INC.
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
MINNESOTA INVCO OF RSA #5, INC.
By: /s/ LeRoy T. Carlson, Jr.
--------------------------------------
LeRoy T. Carlson, Jr.
Authorized Representative
Signature Page 2 of 2 to Schedule 13G
relating to the indirect beneficial ownership of Rural Cellular Corporation
by Telephone and Data Systems, Inc.
<PAGE>
Schedule 13G
Issuer: Rural Cellular Corporation
Page 18 of 19
Attachment to Schedule 13G for Rural Cellular Corporation
TDS entered into the Cellular Five Partnership Agreement dated
as of December 8, 1988, pursuant to which TDS held a 4.35% partnership interest.
On May 5, 1989, a full market settlement was announced for the Minnesota RSA No.
5 FCC cellular wireline authorization.
Hancock Telephone Company ("Hancock Telephone"), which was a
party to the Cellular Five Partnership Agreement, and USCC agreed to and
subsequently formed a joint venture corporation, Hancock Cellular Telephone
Company, Inc. ("Hancock Cellular"), in which USCC owns a 30% interest and
Hancock Telephone owns a 70% interest. On March 28, 1990, Hancock Telephone
transferred its 4.35% partnership interest in the Cellular Five Partnership to
Hancock Cellular.
On August 6, 1990, TDS Acquisition Co., a wholly owned
subsidiary of TDS, was merged with and into KMP Telephone Company. KMP Telephone
Company held a 4.35% partnership interest in the Cellular Five Partnership.
On April 1, 1991, Cellular Five Partnership merged with and
into Rural Cellular Corporation ("Rural Cellular") pursuant to an Agreement and
Plan of Merger dated as of December 10, 1990, which also involved the licensees
of Minnesota RSA Nos. 1, 2, 3 and 6. As a result, such licensees dissolved and
Rural Cellular survived as a holder of the licenses for Minnesota RSA Nos. 1, 2,
3, 4 and 6 and the partners of such licensees became shareholders of Rural
Cellular.
The issuance of shares by Rural Cellular was broken down into
two designations: Class A Common Stock, entitled to ten (10) votes per share,
and Class B Common Stock, entitled to one (1) vote per share.
Minnesota Invco of RSA #5, Inc. ("Minnesota 5") is a
wholly-owned subsidiary of United States Cellular Investment Company ("USCIC").
USCIC is a wholly-owned subsidiary of USCC.
On November 15, 1990, USCC acquired the Rural Cellular shares
owned by United Telephone Company of Minnesota, a subsidiary of Sprint
Corporation. Pursuant to this acquisition, such shares were assigned directly to
Minnesota 5.
On October 28, 1991, TDS assigned its interest in Rural
Cellular to Minnesota 5 pursuant to an RSA Transfer Agreement dated as of
November 16, 1990.
On January 25, 1994, KMP Telephone Company was merged with and
into Mid-State Telephone Company. Mid-State Telephone Company was the surviving
corporation in accordance with an Agreement and Plan of Merger dated November 1,
1993.
On August 10, 1994, Arvig Acquisition Corporation, a
wholly-owned subsidiary of TDS, was merged with and into Arvig Telcom, Inc.
pursuant to an Agreement and Plan of Merger dated as of December 14, 1993. Arvig
Cellular, Inc., a wholly-owned subsidiary of Arvig Telcom, Inc., owned an
aggregate of 33,449 Class A Common Stock and 81,118.33 Class B Common Stock of
Rural Cellular.
On September 18, 1995, in anticipation of an initial public
offering by Rural Cellular, the designation of the Class A and Class B Common
Stock was reversed; i.e., Class A Common Stock was re- designated as Class B
Common Stock, entitled to one (1) vote per share, and Class B Common Stock was
re- designated as Class A Common Stock, entitled to ten (10) votes per share. On
November 25, 1995, Rural Cellular declared a 2.1 for 1 stock split of both Class
A and Class B Common Stock.
On December 8, 1995, Rural Cellular offered its Class A Common
Stock for sale to the public. As part of that offering, certain individuals and
companies were offered the right to purchase up to 2,000 shares each. Mid-State
Telephone Company, Minnesota 5 and Arvig Cellular, Inc. all participated in this
direct sale.
On December 17, 1997, USCC transferred its 30% interest in
Hancock Cellular Telephone Company to United States Cellular Investment Company
pursuant to the terms of an Assignment and Assumption Agreement of the same
date.
<PAGE>
Schedule 13G
Issuer: Rural Cellular Corporation
Page 19 of 19
The following sets forth the total number of Rural Cellular
shares beneficially owned as of the date of this report.
<TABLE>
<CAPTION>
Name of Company Class A Class B
--------------- Common Stock Common Stock
------------ ------------
<S> <C> <C>
Arvig Cellular, Inc. 172,348 70,243
Mid-State Telephone Company 74,746 31,177
Minnesota Invco of RSA #5, Inc. 339,705 31,177
Hancock Cellular Telephone Company, Inc. 85,000 4,801
------- -------
Total: 671,799 137,398
======= =======
</TABLE>
<PAGE>
