-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CEh0/Nd87r+2zKfoHup3Vwo/MAHVQMjNPtoqgLirz1B7O2q7vtp4GduULOOdlmFn Gs1CSbMcxDKv8JjdbmmGvA== 0001047469-98-007943.txt : 19980302 0001047469-98-007943.hdr.sgml : 19980302 ACCESSION NUMBER: 0001047469-98-007943 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980213 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980227 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: RURAL CELLULAR CORP CENTRAL INDEX KEY: 0000869561 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 411693295 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-27416 FILM NUMBER: 98551715 BUSINESS ADDRESS: STREET 1: 3905 DAKOTA ST SW STREET 2: P O BOX 2000 CITY: ALEXANDRIA STATE: MN ZIP: 56308 BUSINESS PHONE: 3207622000 MAIL ADDRESS: STREET 1: P O BOX 2000 CITY: ALEXANDRIA STATE: MN ZIP: 56038 8-K 1 8-K 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): February 13, 1998 RURAL CELLULAR CORPORATION - -------------------------------------------------------------------------------- (Exact name of Registrant as Specified in its Charter) MINNESOTA - -------------------------------------------------------------------------------- (State or other Jurisdiction of Incorporation) 0-27416 41-1693295 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 3905 DAKOTA STREET S.W., ALEXANDRIA, MINNESOTA 56308 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code (320) 762-2000 -------------- - -------------------------------------------------------------------------------- Former Name or Former Address, if Changed Since Last Report Item 5. Other Events. On February 13, 1998, the Registrant entered into an agreement to acquire the net assets of Atlantic Cellular Corporation ("Atlantic"). Consummation of the acquisition is contingent upon FCC approval and other consents and is anticipated to occur during the third quarter of 1998. This agreement provides that the Registrant will acquire cellular licenses that will include the entire state of Vermont (RSA 1, RSA 2 and the Burlington Metropolitan Statistical Area); western New Hampshire (RSA 1); the northeastern corner of New York (RSA 2); and northwestern Massachusetts (RSA 1). Atlantic has approximately 1.1 million POPs (population served). The total purchase price will be approximately $256 million, which will be financed through long-term borrowings for which the Registrant has received preliminary commitments. According to information provided to the Registrant, Atlantic currently serves approximately 68,000 customers and posted revenues of $40 million for the year ended December 31, 1997. On February 19, 1998, the Registrant entered into an agreement to acquire the cellular telephone license, operations and related assets of Western Maine Cellular, Inc. ("WMC"), a wholly-owned subsidiary of Utilities, Inc. The total purchase price will be $7.5 million, which will be financed through long-term borrowings for which the Registrant has received preliminary commitments. WMC is licensed to provide cellular communications services in RSA 1, covering Oxford and Franklin Counties of Maine. WMC's service area will link the Company's existing cellular operation in central Maine to the multi-state cellular system of Atlantic Cellular to the west and south. WMC has approximately 84,000 POPs. According to information provided to the Registrant, WMC serves more than 2,400 customers and posted revenues of $1.6 million for the year ended December 31, 1997. Item 7. Financial Statements and Exhibits. (c) Exhibits 99.1 Press release dated February 18, 1998, announcing acquisition of Atlantic Cellular 99.2 Press release dated February 26, 1998, announcing acquisition of Western Maine 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 ---------------------------------------- RICHARD P. EKSTRAND PRESIDENT AND CHIEF EXECUTIVE OFFICER Date: February 27, 1998 EX-99.1 2 EXHIBIT 99.1 Exhibit 99.1 RURAL CELLULAR CORPORATION SIGNS DEFINITIVE AGREEMENT TO ACQUIRE CELLULAR ASSETS OF ATLANTIC CELLULAR COMPANY, L.P. CONTIGUOUS SERVICE AREA IN VERMONT, NEW HAMPSHIRE, NEW YORK AND MASSACHUSETTS TOTALS 1.1 MILLION POPS AND 68,000 CUSTOMERS FEBRUARY 18, 1998--ALEXANDRIA, MN--Rural Cellular Corporation (Nasdaq/NMS: RCCC) today announced it has entered into a definitive agreement to acquire the Vermont, New Hampshire, New York and Massachusetts cellular telephone licenses, operations and related assets of Atlantic Cellular, one of the leading independent providers of wireless telecommunications services in the New England region. Rural Cellular Corporation is acquiring the Atlantic Cellular assets for a purchase price of $256 million in cash. Long-term financing to support this acquisition has been arranged through Toronto Dominion Bank, which also acted as financial advisor to Rural Cellular Corporation. The transaction, which follows the Company's May 1997 acquisition of Unicel, a Maine cellular operation, is subject to regulatory approval and is expected to be completed this summer. Under terms of the definitive agreement, the Company will acquire a contiguous, multi-state service area of 21,000 square miles, encompassing approximately 1.1 million POPs (population served). This will bring the Company's total managed POPs to 2.85 million. In addition, the 68,000 cellular customers in the Atlantic Cellular service area will increase the Company's cellular customer base from approximately 111,000 at year-end 1997 to 179,000. The cellular properties to be acquired from Atlantic Cellular include: the entire state of Vermont (RSA 1, RSA 2] and the Burlington [MSA]); western New Hampshire (RSA 1); the northeastern corner of New York (RSA 2); and northwestern Massachusetts (RSA 1) as well as their long-distance business. Richard Ekstand, Rural Cellulars's president and chief executive officer, said: "We believe, with a majority share of its New England cellular service area, Atlantic Cellular is considered the wireless provider of choice in its markets. Having invested over $40 million in cellular infrastructure over the past few years, Atlantic Cellular enjoys a clear competitive advantage in its markets in terms of cellular coverage. Atlantic Cellular's distribution system and customer service are also believed to be second to none in its service area. As a result, Atlantic Cellular has recorded impressive customer and revenue growth and generated consistently strong levels of EBITDA." Ekstand added, "This pending acquisition, which gives us the opportunity to significantly expand our presence in New England, is fully in line with our strategy of providing high-quality wireless communication services to the rural marketplace. The Atlantic Cellular properties possess economic and demographic characteristics similar to our wireless markets in northern Minnesota and Maine. All in all, we are genuinely excited at having the opportunity to purchase these high quality wireless properties that serve such attractive rural markets." The cellular systems of Atlantic Cellular are strategically clustered within short drive times to New York, Boston, Montreal, Albany, Hartford and Providence, which have a combined Metropolitan Service Area population of more than 31 million. More than 10 million tourists visit these New England markets each year. In addition, Atlantic Cellular's contiguous service area is traversed by four interstate highways, linking New York, Boston, Hartford and Montreal. For these reasons, the Atlantic Cellular service area generates substantial volumes of high-margin roaming traffic. Exhibit 99.1 Atlantic Cellular's fully developed cellular network currently consists of over 80 cell sites enabling it to provide hand-held cellular coverage in many of the major population centers, heavily traveled highway corridors and major tourist locations within its service area. Atlantic Cellular, which operates significantly more cell sites than its cellular competition across its entire service area, is also a cellular provider in its markets with locally based customer service support. This multi-state cellular operation will be independently managed as a wholly owned subsidiary of Rural Cellular Corporation, with operational headquarters near Burlington, Vermont. Rural Cellular Corporation provides wireless telecommunications services in northern Minnesota, contiguous portions of western Wisconsin and eastern North Dakota, and portions of Maine. # # # FINANCIAL CONTACT: MEDIA: Wesley E. Schultz (CFO) Ann Elliott (Manager, Corporate Communications) 320/762-2000 320/808-2104 World Wide Web address: http://www.rccwireless.com EX-99.2 3 EXHIBIT 99.2 Exhibit 99.2 RURAL CELLULAR CORPORATION SIGNS DEFINITIVE AGREEMENT TO ACQUIRE CELLULAR ASSETS OF WESTERN MAINE CELLULAR FEBRUARY 26, 1998--ALEXANDRIA, MN--Rural Cellular Corporation (RCC) (Nasdaq/NMS: RCCC) today announced it has entered into a definitive agreement to purchase the outstanding stock of Western Maine Cellular, Inc. (WMC), a wholly-owned subsidiary of Utilities, Inc., for $7,500,000. Pending regulatory approval, the acquisition is expected to close this summer. Providing cellular service to western Maine (RSA 1), WMC's service area will link the Company's existing cellular operation in central Maine, operated under the name Unicel-Registered Trademark-, to the multi-state cellular system of Atlantic Cellular to the west and south. RCC recently entered into a definitive agreement to acquire the Vermont, New Hampshire, New York and Massachusetts cellular telephone licenses, operations and related assets of Atlantic Cellular, operated under the name CellularOne-Registered Trademark-. Richard Ekstrand, Rural Cellular's president and chief executive officer, said: "We believe the pending acquisition of WMC will be of major strategic importance, since it will enable us to establish a contiguous cellular footprint encompassing portions of four New England states and the entire state of Vermont, and position RCC as a leading provider of wireless communications services in the New England region." Ekstrand added, "Since WMC's cellular system is at a relatively early stage of development, we see significant potential for customer and revenue growth as we invest in additional network infrastructure and implement our proven distribution system." WMC's 3,700 square-mile service area of western Maine encompasses 84,000 POPs (population served), and the operation serves more than 2,400 customers. Including the pending Atlantic Cellular acquisition, this would bring the Company's total POPs to approximately 2.93 million and wireless customers to approximately 181,000. At year-end 1997, the Company's POPs and total customers were 1.75 million and 111,000, respectively. Rural Cellular Corporation provides wireless telecommunications services in northern Minnesota, contiguous portions of western Wisconsin and eastern North Dakota, and portions of Maine. # # # Contact: Ann Elliott (Manager, Corporate Communications), 320/808-2104 World Wide Web address: http://www.rccwireless.com -----END PRIVACY-ENHANCED MESSAGE-----