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SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
 FORM 10-K/A (Mark One) þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 for the fiscal year ended December 31, 2003.
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 for the transition period from ____________________ TO
____________________.
 Commission File Number 0-27416 (RCC) RURAL CELLULAR CORPORATION (Exact name of registrant as specified in its charter)
 Minnesota
    
    41-1693295(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 3905 Dakota Street SWAlexandria, Minnesota 56308(320) 762-2000(Address, including zip code, and telephone number, including area code, of
registrants principal executive offices)
 Securities registered pursuant to Section 12(b) of the Act:NONE Securities registered pursuant to Section 12(g) of the Act:Class A Common Stock, par value $.01 per share
Series A Preferred Share Purchase Rights
(Title of class) Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [X] YES            NO Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.[ ] Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934). [ ] YES            NO [X] Aggregate value of shares of common stock held by nonaffiliates of the
Registrant based upon the closing price on June 30, 2003 (only shares held by
directors, officers and their affiliates, and holders of more than 5% of Class
A or Class B stock are excluded): $30,077,922 Number of shares of common stock outstanding as of the close of business on February 19, 2004: Class A
    
    
    11,701,397Class B
    
    
    539,291
 Documents incorporated by reference:
Portions of the definitive Proxy Statement relating to the 2004 Annual Meeting
of Shareholders, which will be held on May 18, 2004 (Proxy Statement), are
incorporated by reference into Part II, Item 9, and Part III in this report. 1




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EXPLANATORY NOTE This amendment to the Registrants Annual Report on Form 10-K for the year
ended December 31, 2003 is being filed to include Rural Cellular Corporations
Master Purchase Agreement dated March 14, 2002 with Ericsson Inc. as exhibit
10.11(a) and the addendum to this Master Purchase Agreement dated August 4,
2003 with Ericsson Inc. as exhibit 10.11(b). 2




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TABLE OF CONTENTS  PART IVItem 15. Exhibits, Financial Statement Schedules, and Report on Form 8-KSIGNATURESEXHIBIT INDEXMaster Purchase AgreementAddendum to Master Purchase Agreement    Table of Contents  
 PART IV 
 Item 15.Exhibits, Financial Statement Schedules, and Report on Form 8-K  (a)  (1)
    
    Consolidated Financial Statements included in original
Report on Form 10-KIndependent Auditors ReportConsolidated Balance Sheets as of December 31, 2003 and 2002Consolidated Statements of Operations for the Years Ended
December 31, 2003, 2002 and 2001Consolidated Statements of Shareholders (Deficit) Equity
for the Years Ended December 31, 2003, 2002 and 2001Consolidated Statements of Cash Flows for the Years Ended
December 31, 2003, 2002 and 2001Notes to Consolidated Financial Statements(2)
    
    Consolidated Financial Statement SchedulesThe following financial statement schedules are filed as
part of the original Report on Form 10-K: Schedule II  Valuation and Qualifying Accounts All schedules not included are omitted either because they
are not applicable or because the information required
therein is included in Notes to Consolidated Financial
Statements.  (3)
    
    ExhibitsSee Exhibit Index.  (b)
    
    Reports on Form 8-KThe following reports on Form 8-K were filed during the fourth quarter of fiscal 2003:A Report on Form 8-K dated July 23, 2003, reporting under Items 5 and 7 revisions to the Companys financial
statements for fiscal 2002 to reflect adoption of Statement of Financial Accounting Standards No. 145.A Report on Form 8-K dated October 10, 2003, reporting under Items 5, 7, and 9 the execution of an agreement
with AT&T Wireless, Inc. for the exchange of certain properties.A Report on Form 8-K dated November 13, 2003, reporting under Items 7 and 12 financial results for the
quarter ended September 30, 2003.A Report on Form 8-K dated December 23, 2003, reporting under Items 5 and 7 the listing of the Companys
Class A Common Stock on The Nasdaq National Market.(c)
    
    ExhibitsSee Exhibit Index.(d)
    
    Financial Statement SchedulesSee Item 15 (a) (2), above. 3




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SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized. Signature
    
    Title
    
    Date/s/ Richard P. Ekstrand
    
    President and
    
    March 30, 2004Chief Executive OfficerRichard P. Ekstrand
    
    (Principal Executive Officer)
and Director/s/ Wesley E. Schultz
    
    Executive Vice President,
    
    March 30, 2004Chief Financial Officer and DirectorWesley E. Schultz
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EXHIBIT INDEX Number
    
    Description3.1(a)
    
    Articles of Incorporation
    
    [1]3.1(b)
    
    Amendment to Articles of Incorporation, effective March 24, 2000
    
    [1]3.2(a)
    
    Amended and Restated Bylaws
    
    [1]3.2(b)
    
    Amendment to Amended and Restated Bylaws, effective March 22, 2000
    
    [1]4.1
    
    Indenture dated May 14, 1998 between Rural Cellular Corporation, as Issuer, and Norwest
Bank Minnesota, N.A., as Trustee, with respect to the 9 5/8% Senior Subordinated Notes Due
2008, including form of the 9 5/8% Senior Subordinated Notes Due 2008
    
    [2]4.2
    
    Indenture dated January 16, 2002 between Rural Cellular Corporation, as Issuer, and Wells
Fargo Bank Minnesota, N.A., as Trustee, with respect to the 9 3/4% Senior Subordinated Notes
Due 2010, including form of the 9 3/4% Senior Subordinated Notes Due 2010
    
    [2]4.3
    
    Certificate of Designation of 11 3/8% Senior Exchangeable Preferred Stock
    
    [2]4.4
    
    Certificate of Designation of 12 1/4% Junior Exchangeable Preferred Stock
    
    [1]4.5(a)
    
    Class A Share Rights Agreement dated April 30, 1999
    
    [4]4.5(b)
    
    Amendment to the Class A Rights Agreement dated March 31, 2000
    
    [5]4.6(a)
    
    Recapitalization Agreement dated October 31, 1999 by and between Rural Cellular
Corporation and Telephone and Data Systems, Inc.
    
    [6]4.6(b)
    
    First Amendment to Recapitalization Agreement dated December 6, 1999 by and between Rural
Cellular Corporation and Telephone and Data Systems, Inc.
    
    [6]4.6(c)
    
    Second Amendment to Recapitalization Agreement dated March 31, 2000 by and between Rural
Cellular Corporation and Telephone and Data Systems, Inc.
    
    [6]4.6(d)
    
    Registration Rights Agreement dated March 31, 2000 by and between Rural Cellular
Corporation and Telephone and Data Systems, Inc.
    
    [6]4.6(e)
    
    Certificate of Designation of Voting Power, Preferences and Relative Participating,
Optional and Other Special Rights, Qualifications, and Restrictions of Class T Convertible
Preferred Stock of Rural Cellular Corporation
    
    [6]4.7(a)
    
    Preferred Stock Purchase Agreement dated April 3, 2000 among Rural Cellular Corporation,
Madison Dearborn Capital Partners III, L.P., Madison Dearborn Special Equity III, L.P.,
Special Advisors Fund I, LLC, Boston Ventures Limited Partnership V and Toronto Dominion
Investments, Inc. (collectively Class M Investors)
    
    [6]4.7(b)
    
    Certificate of Designation of Voting Power, Preferences and Relative Participating,
Optional and Other Special Rights, Qualifications and Restrictions of Class M Redeemable
Voting Convertible Preferred Stock of Rural Cellular Corporation
    
    [6]4.7(c)
    
    Registration Rights Agreement dated April 3, 2000 among Rural Cellular Corporation and
Class M Investors
    
    [6]4.8
    
    Indenture dated August 1, 2003 between Rural Cellular Corporation, as Issuer, and U.S.
Bank National Association., as Trustee, with respect to the 9 7/8% Senior Notes Due 2010,
including form of the 9 7/8% Senior Notes Due 2008
    
    [7]10.1(a)
    
    Third Amended and Restated Loan Agreement dated June 29, 2000 among Rural Cellular
Corporation and certain financial institutions and Toronto Dominion (Texas), Inc. as
administrative agent
    
    [8]10.1(b)
    
    First Amendment to the Third Amended and Restated Loan Agreement dated December 14, 2000
among Rural Cellular Corporation and certain financial institutions and Toronto Dominion
(Texas), Inc. as administrative agent
    
    [9]10.1(c)
    
    Second Amendment to the Third Amended and Restated Loan Agreement dated March 31, 2001
among Rural Cellular Corporation and certain financial institutions and Toronto Dominion
(Texas), Inc., as administrative agent
    
    [10]10.1(d)
    
    Third Amendment to the Third Amended and Restated Loan Agreement dated January 10, 2002,
among Rural Cellular Corporation and certain financial institutions and Toronto Dominion
(Texas), Inc., as administrative agent
    
    [3]10.1(e)
    
    Fourth Amendment to the Loan Agreement dated August 1, 2003, among Rural Cellular
Corporation and certain financial institutions and Toronto Dominion (Texas), Inc., as
administrative agent
    
    [7]10.2(a)
    
    Trademark and Trade Name License Agreements between Cellular 2000, Inc. and North Woods
Cellular Partnership, Northern Lights Cellular Partnership, Great River Cellular
Partnership, Cellular Five Partnership and Heartland Cellular Partnership
    
    [11]10.2(b)
    
    Assignment and Assumption Agreements by and between Rural Cellular Corporation and each
partnership
    
    [11]*10.3
    
    1995 Stock Compensation Plan, as amended to date
    
    [12]*10.4
    
    Stock Option Plan for Nonemployee Directors, as amended to date
    
    [13]*10.5(a)
    
    Employment Agreement with Richard P. Ekstrand effective January 22, 1999
    
    [14]*10.5(b)
    
    Amendment to Employment Agreement with Richard P. Ekstrand effective January 1, 2001
    
    [9]*10.5(c)
    
    Second Amendment to Employment Agreement with Richard P. Ekstrand effective July 24, 2001
    
    [15]*10.5(d)
    
    Third Amendment to Employment Agreement with Richard P. Ekstrand effective August 23, 2001
    
    [15]*10.6(a)
    
    Employment Agreement with Wesley E. Schultz effective January 22, 1999
    
    [14]*10.6(b)
    
    Amendment to Employment Agreement with Wesley E. Schultz effective January 1, 2001
    
    [9]*10.6(c)
    
    Second Amendment to Employment Agreement with Wesley E. Schultz effective July 24, 2001
    
    [15]*10.6(d)
    
    Third Amendment to Employment Agreement with Wesley E. Schultz effective August 23, 2001
    
    [15]*10.7(a)
    
    Employment Agreement with Ann K. Newhall effective February 6, 1999
    
    [16]*10.7(b)
    
    Amendment to Employment Agreement with Ann K. Newhall effective January 1, 2001
    
    [9]*10.7(c)
    
    Second Amendment to Employment Agreement with Ann K. Newhall effective July 24, 2001
    
    [15]*10.7(d)
    
    Third Amendment to Employment Agreement with Ann K. Newhall effective August 23, 2001
    
    [15]*10.8(a)
    
    Change of Control Agreement with David Del Zoppo effective January 1, 2001
    
    [9]*10.8(b)
    
    Amendment to Change of Control Agreement with David Del Zoppo effective July 24, 2001
    
    [15]*10.9 (a)
    
    Key Employee Deferred Compensation Plan
    
    [17*10.9 (b)
    
    Amendment to Key Employee Deferred Compensation Plan
    
    [18]*10.10
    
    Management Incentive Plan
    
    [19]**10.11 (a)
    
    Master Purchase Agreement dated
March 14, 2002 by and between the Registrant and Ericsson
Inc.
    
    ****10.11 (b)
    
    Addendum dated August 4, 2003 to Master Purchase Agreement
    
    **16
    
    Letter from Arthur Andersen LLP
    
    [21]21
    
    Subsidiaries of Registrant
    
    [21]23
    
    Consent of Deloitte & Touche LLP
    
    [21]31.1
    
    Section 302 Certification Sarbanes-Oxley Act of 2002
    
    [21]31.2
    
    Section 302 Certification Sarbanes-Oxley Act of 2002
    
    [21]32.1
    
    Section 906 Certification Sarbanes-Oxley Act of 2002
    
    [21]32.2
    
    Section 906 Certification Sarbanes-Oxley Act of 2002
    
    [21]
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(1)
    
    Filed as an exhibit to Report on Form 10-K for the year ended December
31, 1999 and incorporated herein by reference.(2)
    
    Filed as an exhibit to Registration Statement on Form S-4 (SEC No.
333-57677), filed June 25, 1998, and incorporated herein by reference.(3)
    
    Filed as an exhibit to Report on Form 10-K for the year ended December
31, 2001 and incorporated herein by reference.(4)
    
    Filed as an exhibit to Registration Statement on Form 8-A filed May 19,
1999 and incorporated herein by reference.(5)
    
    Filed as an exhibit to Registration Statement on Form 8-A/ A-1 filed
April 18, 2000 and incorporated herein by reference.(6)
    
    Filed as an exhibit to Report on Form 8-K dated April 1, 2000 and
incorporated herein by reference.(7)
    
    Filed as an exhibit to Report on Form 10-Q for the quarter ended June 30,
2003, and incorporated herein by reference.(8)
    
    Filed as an exhibit to Report on Form 10-Q for the quarter ended June 30,
2000 and incorporated herein by reference.(9)
    
    Filed as an exhibit to Report on Form 10-K for the year ended December
31, 2000, and incorporated herein by reference.(10)
    
    Filed as an exhibit to Report on Form 10-Q/ A for the quarter ended March
31, 2001, and incorporated herein by reference.(11)
    
    Filed as an exhibit to Registration Statement on Form S-1 (Sec. No.
33-80189) filed December 8, 1995 and incorporated herein by reference.(12)
    
    Filed with definitive proxy statement for 2000 Annual Meeting on April 7,
2000 and incorporated herein by reference.(13)
    
    Filed as an exhibit to Report on Form 10-K for the year ended December
31, 1996 and incorporated herein by reference.(14)
    
    Filed as an exhibit to Report on Form 10-K for the year ended December
31, 1998 and incorporated herein by reference.(15)
    
    Filed as an exhibit to Report on Form 10-Q/ A for the quarter ended
September 30, 2001, and incorporated herein by reference.(16)
    
    Filed as an exhibit to Report on Form 10-Q for the quarter ended March
31, 1999 and incorporated herein by reference.(17)
    
    Filed as an exhibit to Report on Form 10-Q/ A for the quarter ended June
30, 2001, and incorporated herein by reference.(18)
    
    Filed as an exhibit to Report on Form 10-K for the year ended December
31, 2002 and incorporated herein by reference.(19)
    
    Filed with Proxy Statement for 2001 Annual Meeting on April 9, 2001, and
incorporated herein by reference.(20)
    
    Filed as an exhibit to Report on Form 8-K dated June 10, 2002, and
incorporated herein by reference.(21)
    
    Previously filed as an exhibit to original Report on Form 10-K for the
year ended December 31, 2003 filed March 5, 2004.  *
    
    Management contract or compensatory plan or arrangement required to be
filed as an exhibit to this form.**
    
    Filed herewith. Portions of these exhibits have been omitted
and filed separately with the Secretary of the Securities and
Exchange Commission pursuant to Registrants request for
confidential treatment of such information under Rule 24b-2 of the
Securities Exchange Act of 1934. 6