CUSIP NO. 781904107 Page 2 of 14 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
--------- ----------------------------------------------------------------------
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
Not Applicable
------- -----------------------------------
6 SHARED VOTING POWER - 543,799
NUMBER OF shares of Class A Common Stock
SHARES (which have one vote per share),
BENEFICIALLY 26,657 shares of Class B Common
OWNED BY Stock (which have ten votes per
EACH share), 2,176.875 shares of Series
REPORTING A Class T Convertible Preferred
PERSON Stock (which have 0 votes per
WITH 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 5.1% 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 11,157,542 shares of Class A Common Stock and 727,416 shares
of Class B Common Stock issued and outstanding on November 1, 2001 as reported
by Rural Cellular Corporation on its Form 10-Q filed with the Securities and
Exchange Commission on November 13, 2001; 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 14 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) [X]
(b) [ ]
--------- ----------------------------------------------------------------------
3 SEC USE ONLY
--------- ----------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
------------------------------------ ------- -----------------------------------
5 SOLE VOTING POWER
Not Applicable
------- -----------------------------------
6 SHARED VOTING POWER - 543,799
shares of Class A Common Stock
NUMBER OF (which have one vote per share),
SHARES 26,657 shares of Class B Common
BENEFICIALLY Stock (which have ten votes per
OWNED BY share), 2,176.875 shares of Series
EACH A Class T Convertible Preferred
REPORTING Stock (which have 0 votes per
PERSON share) and 5,363.214 shares of
WITH 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 5.1 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 11,157,542 shares of Class A Common Stock and 727,416 shares
of Class B Common Stock issued and outstanding on November 1, 2001 as reported
by Rural Cellular Corporation on its Form 10-Q filed with the Securities and
Exchange Commission on November 13, 2001; 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 14 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) [X]
(b) [ ]
--------- ----------------------------------------------------------------------
3 SEC USE ONLY
--------- ----------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
------------------------------------ ------- -----------------------------------
5 SOLE VOTING POWER
Not Applicable
------- -----------------------------------
6 SHARED VOTING POWER - 296,705
NUMBER OF shares of Class A Common Stock
SHARES (which have one vote per share),
BENEFICIALLY 8,885 shares of Class B Common
OWNED BY Stock (which have ten votes per
EACH share), 2,176.875 shares of Series
REPORTING A Class T Convertible Preferred
PERSON Stock (which have 0 votes per
WITH 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 2.7% 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 11,157,542 shares of Class A Common Stock and 727,416 shares
of Class B Common Stock issued and outstanding on November 1, 2001 as reported
by Rural Cellular Corporation on its Form 10-Q filed with the Securities and
Exchange Commission on November 13, 2001; 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 14 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) [X]
(b) [ ]
--------- ----------------------------------------------------------------------
3 SEC USE ONLY
--------- ----------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
------------------------------------ ------- -----------------------------------
5 SOLE VOTING POWER
Not Applicable
------- -----------------------------------
6 SHARED VOTING POWER - 296,705
shares of Class A Common Stock
NUMBER OF (which have one vote per share),
SHARES 8,885 shares of Class B Common
BENEFICIALLY Stock (which have ten votes per
OWNED BY share), 2,176.875 shares of Series
EACH A Class T Convertible Preferred
REPORTING Stock (which have 0 votes per
PERSON share) and 1,128.533 shares of
WITH 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 2.7% 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 11,157,542 shares of Class A Common Stock and 727,416 shares
of Class B Common Stock issued and outstanding on November 1, 2001 as reported
by Rural Cellular Corporation on its Form 10-Q filed with the Securities and
Exchange Commission on November 13, 2001; 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 14 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) [X]
(b) [ ]
--------- ----------------------------------------------------------------------
3 SEC USE ONLY
--------- ----------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
------------------------------------ ------- -----------------------------------
5 SOLE VOTING POWER
Not Applicable
------- -----------------------------------
6 SHARED VOTING POWER - 296,705
shares of Class A Common Stock
NUMBER OF (which have
SHARES one vote per share), 8,885 shares
BENEFICIALLY of Class B Common Stock (which have
OWNED BY ten votes per share), 2,176.875
EACH shares of Series A Class T
REPORTING Convertible Preferred Stock (which
PERSON have 0 votes per share) and
WITH 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 2.7% 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 11,157,542 shares of Class A Common Stock and 727,416 shares
of Class B Common Stock issued and outstanding on November 1, 2001 as reported
by Rural Cellular Corporation on its Form 10-Q filed with the Securities and
Exchange Commission on November 13, 2001; 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 14 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) [X]
(b) [ ]
--------- ----------------------------------------------------------------------
3 SEC USE ONLY
--------- ----------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
------------------------------------ ------- -----------------------------------
5 SOLE VOTING POWER
Not Applicable
------- -----------------------------------
6 SHARED VOTING POWER - 247,094
NUMBER OF shares of Class A Common Stock
SHARES (which have one vote per share),
BENEFICIALLY 17,772 shares of Class B Common
OWNED BY Stock (which have ten votes per
EACH share) and 4,234.681 shares of
REPORTING Series B Class T Convertible
PERSON Preferred Stock (which have 0 votes
WITH 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 2.4% 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 11,157,542 shares of Class A Common Stock and 727,416 shares
of Class B Common Stock issued and outstanding on November 1, 2001 as reported
by Rural Cellular Corporation on its Form 10-Q filed with the Securities and
Exchange Commission on November 13, 2001; 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 14 Pages
---------------------- ----- -----
--------- ----------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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
Not Applicable
------- -----------------------------------
6 SHARED VOTING POWER - 170,348 of
NUMBER OF Class A Common Stock (which have
SHARES one vote per share), 8,887 shares
BENEFICIALLY of Class B Common Stock (which have
OWNED BY ten votes per share) and 3,106.148
EACH shares of Series B Class T
REPORTING Convertible Preferred Stock (which
PERSON have 0 votes per share).
WITH ------- -----------------------------------
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 1.6% 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 11,157,542 shares of Class A Common Stock and 727,416 shares
of Class B Common Stock issued and outstanding on November 1, 2001 as reported
by Rural Cellular Corporation on its Form 10-Q filed with the Securities and
Exchange Commission on November 13, 2001; 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 14 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) [X]
(b) [ ]
--------- ----------------------------------------------------------------------
3 SEC USE ONLY
--------- ----------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
------------------------------------ ------- -----------------------------------
5 SOLE VOTING POWER
NUMBER OF Not Applicable
SHARES ------- -----------------------------------
BENEFICIALLY 6 SHARED VOTING POWER - 2,000 shares
OWNED BY of Class A Common Stock (which have
EACH one vote per share).
REPORTING ------- -----------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH
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 0.018% of the Class A Common Stock of the Issuer.8
--------- ----------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
CO
--------- ----------------------------------------------------------------------
--------
8 Based on 11,157,542 shares of Class A Common Stock and 727,416 shares
of Class B Common Stock issued and outstanding on November 1, 2001 as reported
by Rural Cellular Corporation on its Form 10-Q filed with the Securities and
Exchange Commission on November 13, 2001; 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 14 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) [X]
(b) [ ]
--------- ----------------------------------------------------------------------
3 SEC USE ONLY
--------- ----------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
------------------------------------ ------- -----------------------------------
5 SOLE VOTING POWER
Not Applicable
------- -----------------------------------
NUMBER OF 6 SHARED VOTING POWER - 74,746 shares
SHARES of Class A Common Stock (which have
BENEFICIALLY one vote per share), 8,885 shares
OWNED BY of Class B Common Stock (which have
EACH ten votes per share) and 1,128.533
REPORTING shares of Series B Class T
PERSON Convertible Preferred Stock (which
WITH 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 11,157,542 shares of Class A Common Stock and 727,416 shares
of Class B Common Stock issued and outstanding on November 1, 2001 as reported
by Rural Cellular Corporation on its Form 10-Q filed with the Securities and
Exchange Commission on November 13, 2001; 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 14 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 ("The Voting Trust")10, Telephone and Data Systems,
Inc. ("TDS"), United States Cellular Corporation ("USCC"),
United States Cellular Investment Company ("USCIC"), TDS
Telecommunications Corporation ("TDS Telecom"), USCCI
Corporation ("USCCI"), Mid-State Telephone Company
("Mid-State"), Arvig Telephone Company ("Arvig Telephone") and
Arvig Cellular, Inc. ("Arvig Cellular"), are filing this
Amendment No. 4 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.
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 value 11
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 :
Not applicable
Item 4. Ownership
(a) Amount Beneficially Owned as of December 31, 2001:
--------
10 The Trustees of the Voting Trust pursuant to Agreement dated June 30,
1989, as amended: LeRoy T. Carlson, Jr., Walter C. D. Carlson, Letitia G. C.
Carlson and Prudence E. Carlson.
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 14 Pages
---------------------- ----- -----
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
Telephone and Data Systems, Inc.
United States Cellular Corporation
United States Cellular Investment Company
TDS Telecommunications Corporation
Arvig Cellular, Inc.
Arvig Telephone Company
Mid-State Telephone Company
USCCI Corporation
(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
CUSIP NO. 781904107 Page 13 of 14 Pages
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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.
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: January 22, 2002 THE TRUSTEES OF THE TDS 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/ 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
Signature Page 1 of 2 to Amendment No. 4 to Schedule 13G
relating to the indirect beneficial ownership of Rural Cellular Corporation
by Telephone and Data Systems, Inc.
CUSIP NO. 781904107 Page 14 of 14 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.
Chairman
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
ARVIG CELLULAR, INC.
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. 4 to Schedule 13G
relating to the indirect beneficial ownership of Rural Cellular Corporation
by Telephone and Data Systems, Inc.