SC 13G/A 1 ruralcell_13ga1.txt SCHEDULE 13G AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* RURAL CELLULAR CORPORATION -------------------------- (Name of Issuer) Common Stock, $.01 par value per share -------------------------------------- (Title of Class of Securities) 781904107 --------- (CUSIP Number) July 30, 2004 ------------- (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 filled 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 the 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). Continued on following pages Page 1 of 10 Pages Exhibit Index: Page 9 SCHEDULE 13G CUSIP No. 781904107 Page 2 of 10 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) ERIC SEMLER 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 1,038,040 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 1,038,040 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,038,040 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 8.8% 12 Type of Reporting Person (See Instructions) IN; HC SCHEDULE 13G CUSIP No. 781904107 Page 3 of 10 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) TCS CAPITAL MANAGEMENT, LLC 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 629,777 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 629,777 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 629,777 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ X ] 11 Percent of Class Represented By Amount in Row (9) 5.3% 12 Type of Reporting Person (See Instructions) CO SCHEDULE 13G CUSIP No. 781904107 Page 4 of 10 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) TCS CAPITAL INTERNATIONAL, LTD. 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization CAYMAN ISLANDS 5 Sole Voting Power Number of 629,777 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 629,777 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 629,777 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ X ] 11 Percent of Class Represented By Amount in Row (9) 5.3% 12 Type of Reporting Person (See Instructions) CO Page 5 of 10 Pages Item 1(a) Name of Issuer: Rural Cellular Corporation (the "Issuer") Item 1(b) Address of the Issuer's Principal Executive Offices: P.O. Box 2000, 3905 Dakota Street SW, Alexandria, MN 56308 Item 2(a) Name of Person Filing: The Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): i. Mr. Eric Semler ("Mr. Semler"); ii. TCS Capital Management, LLC ("TCS Capital Management"); and iii. TCS Capital International, Ltd. ("TCS Capital International"). This Statement relates to Shares (as defined herein) held for the accounts of various Delaware limited partnerships (the "Domestic Partnerships") and TCS Capital International. TCS Capital GP, LLC, a Delaware limited liability company (the "General Partner"), is the general partner of each of the Domestic Partnerships. In such capacity, the General Partner has investment discretion over, and may be deemed to be the beneficial owner of, securities held for the accounts of each of the Domestic Partnerships. TCS Capital Management is the investment manager of TCS Capital International. In such capacity, TCS Capital Management has investment discretion over, and may be deemed to be the beneficial owner of, securities held for the account of TCS Capital International. Mr. Semler is the managing member of the General Partner and of TCS Capital Management. In such capacities, Mr. Semler may be deemed to have investment discretion over, and may be deemed to be the beneficial owner of, securities held for the accounts of the Domestic Partnerships and TCS Capital International. Item 2(b) Address of Principal Business Office or, if None, Residence: The address of the principal business office of each of the Reporting Persons is 888 Seventh Avenue, Suite 1504, New York, NY 10019. Item 2(c) Citizenship: i. Mr. Semler is a citizen of the United States; ii. TCS Capital Management is a Delaware limited liability company; and iii. TCS Capital International is a Cayman Islands corporation. Item 2(d) Title of Class of Securities: Page 6 of 10 Pages Class A Common Stock, par value $.01 per share (the "Shares"). 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: This Item 3 is not applicable. Item 4. Ownership: Item 4(a) Amount Beneficially Owned: As of September 2, 2004, each of the Reporting Persons may be deemed to be the beneficial owner of the following number of Shares: (i) Mr. Semler may be deemed to be the beneficial owner of 1,038,040 Shares. This number consists of (A) 629,777 Shares held for the account of TCS Capital International, and (B) 408,263 Shares held for the accounts of the Domestic Partnerships. (ii) Each of TCS Capital Management and TCS Capital International may be deemed to be the beneficial owner of the 629,777 Shares held for the account of TCS Capital International. Item 4(b) Percent of Class: According to the Issuer's most recent Quarterly Report on Form 10-Q, the number of Shares outstanding as of August 2, 2004 was 11,830,744. The 1,038,040 Shares of which Mr. Semler may be deemed to be the beneficial owner constitutes approximately 8.8% of the total number of Shares outstanding. The 629,777 Shares of which each of TCS Capital Management and TCS Capital International may be deemed to be the beneficial owner constitutes approximately 5.3% of the total number of Shares outstanding. Item 4(c) Number of shares as to which such person has: Mr. Semler ---------- (i) Sole power to vote or direct the vote: 1,038,040 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 1,038,040 (iv) Shared power to dispose or to direct the disposition of 0 Page 7 of 10 Pages TCS Capital Management ---------------------- (i) Sole power to vote or direct the vote: 629,777 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 629,777 (iv) Shared power to dispose or to direct the disposition of 0 TCS Capital International ------------------------- (i) Sole power to vote or direct the vote: 629,777 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 629,777 (iv) Shared power to dispose or to direct the disposition of 0 Item 5. Ownership of Five Percent or Less of a Class: This Item 5 is not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person: The shareholders of TCS Capital International have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the account of TCS Capital International in accordance with their ownership interests in TCS Capital International. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person: This Item 7 is not applicable. Item 8. Identification and Classification of Members of the Group: This Item 8 is not applicable. Item 9. Notice of Dissolution of Group: This Item 9 is not applicable. Item 10. Certification: By signing below each of the Reporting Persons certifies that, to the best of such person's 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 such securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. Page 8 of 10 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: September 2, 2004 ERIC SEMLER /s/ Eric Semler ----------------------------------- Date: September 2, 2004 TCS CAPITAL MANAGEMENT, LLC By: /s/ Eric Semler ----------------------------------- Name: Eric Semler Title: Managing Member Date: September 2, 2004 TCS CAPITAL INTERNATIONAL, LTD. By: /s/ Eric Semler ----------------------------------- Name: Eric Semler Title: Investment Manager Page 9 of 10 Pages EXHIBIT INDEX Page No. -------- A. Joint Filing Agreement, dated as of September 2, 2004, by and among Mr. Eric Semler, TCS Capital Management, LLC and TCS Capital International, Ltd. 10 Page 10 of 10 Pages EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that this Amendment No. 1 on Schedule 13G with respect to the Class A Common Stock of Rural Cellular Corporation, dated as of September 2, 2004, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. Date: September 2, 2004 ERIC SEMLER /s/ Eric Semler ----------------------------------- Date: September 2, 2004 TCS CAPITAL MANAGEMENT, LLC By: /s/ Eric Semler ----------------------------------- Name: Eric Semler Title: Managing Member Date: September 2, 2004 TCS CAPITAL INTERNATIONAL, LTD. By: /s/ Eric Semler ----------------------------------- Name: Eric Semler Title: Investment Manager