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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 1, 1998
RURAL CELLULAR CORPORATION
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(Exact name of Registrant as Specified in its Charter)
MINNESOTA
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(State or other Jurisdiction of Incorporation)
0-27416 41-1693295
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(Commission File Number) (IRS Employer Identification No.)
3905 DAKOTA STREET S.W., ALEXANDRIA, MINNESOTA 56308
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (320) 762-2000
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Former Name or Former Address, if Changed Since Last Report
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The only purpose of this amendment is to file certain financial statements and
exhibits required by Item 7 to the Registrant's Current Report on Form 8-K dated
July 15, 1998.
SIGNATURES
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 thereunto duly authorized.
RURAL CELLULAR CORPORATION
/s/ Richard P. Ekstrand
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RICHARD P. EKSTRAND
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Date: July 24, 1998
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
THE FOLLOWING FINANCIAL STATEMENTS AND PRO FORMA FINANCIAL INFORMATION ARE FILED
AS PART OF THIS REPORT:
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
Independent Auditors' Report F-21
Consolidated Balance Sheets as of December 31, 1996 and 1997
and as of March 31, 1998 F-22
Consolidated Statements of Operations for the years ended
December 31, 1995, 1996 and 1997 and for the three months
ended March 31, 1997 and 1998 F-23
Consolidated Statements of Partners' Capital F-24
Consolidated Statements of Cash Flows for the years ended
December 31, 1995, 1996 and 1997 and for the three months
ended March 31, 1997 and 1998 F-25
Notes to Consolidated Financial Statements F-26 - 33
The information required by this item appears on pages F-21 through F-33 of
the Company's Registration Statement (Form S-4; Registration No.
333-57677) filed with the Securities and Exchange Commission on July 23,
1998 and is incorporated herein by reference.
(b) PRO FORMA FINANCIAL INFORMATION
Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the year ended December 31, 1997 46
Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the three months Ended March 31, 1998 47
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of
March 31, 1998 48
Notes to Unaudited Pro Forma Condensed Consolidated
Financial Data 49 - 51
The information required by this item appears on pages 46 through 51 of the
Company's Registration Statement (Form S-4; Registration No. 333-57677)
filed with the Securities and Exchange Commission on July 23, 1998 and is
incorporated herein by reference.
(c) EXHIBITS
2.1 Asset Purchase Agreement among Atlantic Cellular
Company, L.P., Atlantic Cellular/New Hampshire RSA
Number One Limited Partnership and RCC Atlantic Inc.,
and the Registrant as of February 13, 1998 (filed as an
exhibit to Registrant's Report on Form 10-Q for the
quarter ended March 31, 1998 and incorporated herein by
reference)
*10.1(a) Amended and Restated Loan Agreement among the
Registrant, as borrower, the financial institutions
whose names appear as lenders on the signature pages
thereof, TD Securities (USA), Inc., as arranging agent
for the lenders, and Toronto Dominion (Texas), Inc., as
administrative agent for the lenders, dated as of July
1, 1998
*10.1(b) Exhibit A - Form of Amended and Restated Borrower's
Pledge Agreement
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*10.1(c) Exhibit E - Form of Revolving Loan Note)
*10.1(d) Exhibit F - Form of Amended and Restated Security
Agreement
*10.1(e) Exhibit G - Form of Subsidiary Guaranty
*10.1(f) Exhibit H - Form of Subsidiary Pledge Agreement
*10.1(g) Exhibit I - Form of Subsidiary Security Agreement
*10.1(h) Exhibit J - Form of Term Loan Note
*10.1(i) Exhibit K - Form of Incremental Facility Note
*10.1(j) Exhibit Q - Form of Assignment and Assumption Agreement
23.1 Consent of Arthur Andersen LLP
23.2 Consent of KPMG Peat Marwick LLP
*99 Press release dated July 1, 1998, announcing the
completion of the Atlantic Acquisition
*Filed previously
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Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form 8-K/A of our report for Rural Cellular Corporation and
Subsidiaries dated February 6, 1998 (except for Note 12, as for which the
date is July 1, 1998) included in Registration Statement File No. 333-57677.
It should be noted that we have not audited any financial statements of the
company subsequent to December 31, 1997 or performed any audit procedures
subsequent to the date of our report.
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota,
July 24, 1998
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Exhibit 23.2
INDEPENDENT AUDITOR'S CONSENT
The Partners of Atlantic Cellular Company, L.P.
and Subsidiaries
We consent to the incorporation by reference in the Form 8-K/A of Rural
Cellular Corporation of our report dated February 17, 1998 with respect to
the consolidated balance sheets of Atlantic Cellular Company, L.P. and
Subsidiaries as of December 31, 1996 and 1997 and the related consolidated
statements of operations, partners' capital and cash flows for each of the
years in the three-year period ended December 31, 1997, which report appears
in the Registration Statement on Form S-4 of Rural Cellular Corporation dated
July 23, 1998. Our report included an explanatory paragraph stating that the
Partnership entered into two separate purchase and sale agreements in
February 1998 which will result in the sale of substantially all of the
Partnership's assets.
Providence, Rhode Island
July 23, 1998
