##### Table of Contents









SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549




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Form 10-Q

|   |  |                                                                                                 
|-- |  | ------------------------------------------------------------------------------------------------
|þ  |  | QUARTERLY REPORT PURSUANT TO SECTION 13
    OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934 
|  
|   |  | For the quarterly period ended
    September 30, 2002                                           
|  
|or
|  
|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 no. 333-71051



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Dobson/ Sygnet

Communications Company


(Exact name of registrant as specified in its
charter)


|                                                                   |  |                                         
|------------------------------------------------------------------ |  | ----------------------------------------
|Oklahoma                                                           |  | 73-1547216                              
|(State or other jurisdiction of
    incorporation or organization) |  | (I.R.S. Employer
    Identification No.)

|                                             |  |           
|-------------------------------------------- |  | ----------
|14201 Wireless Way                           |  | 73134     
|Oklahoma City, Oklahoma                      |  | (Zip Code)
|(Address of principal executive
    offices) |  |           

(405) 529-8500

(Registrants telephone number, including
area code)


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.     Yes o     No þ

The registrant is not subject to the filing
requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, but files reports required by those
sections pursuant to contractual obligations.

Indicate by check mark whether the registrant is
an accelerated filer (as defined in Rule 12b-2 of the
Exchange
Act).     Yes o     No þ

As of November 1, 2002, there were
100 shares of the registrants $1.00 par value
common stock outstanding, all of which were beneficially owned
by Dobson Communications Corporation.



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TABLE OF CONTENTS



|                                              |                                                                                               |                                                                  |  |  |  |  |  | 
|--------------------------------------------- | --------------------------------------------------------------------------------------------- | ---------------------------------------------------------------- |  |  |  |  |  | 
|PART I FINANCIAL INFORMATION                 
|                                              |                                                                                               | CONDENSED CONSOLIDATED BALANCE SHEETS                           
|                                              |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS                 
|                                              |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS                 
|                                              |                                                                                               | NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
|                                              | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                                              | Item 3. Quantitative and Qualitative Disclosure About Market Risk                            
|                                              | Item 4. Controls and Procedures                                                              
|PART II OTHER INFORMATION                    
|                                              | Item 1. Legal Proceedings                                                                    
|                                              | Item 2. Changes in Securities and Use of Proceeds                                            
|                                              | Item 3. Defaults Upon Senior Securities                                                      
|                                              | Item 4. Submission of Matters to a Vote of Security Holders                                  
|                                              | Item 5. Other Information                                                                    
|                                              | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                                   
|CERTIFICATIONS FOR FORM 10-Q                 
|CERTIFICATIONS FOR FORM 10-Q                 
|EX-4.4.1 First Amendment to Credit Agreement 
|EX-4.4.2 Second Amendment to Credit Agreement
|EX-4.4.3 Third Amendment to Credit Agreement 
|EX-4.4.4 Fourth Amendment to Credit Agreement
|EX-4.4.5 Fifth Amendment to Credit Agreement 



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##### Table of Contents



DOBSON/SYGNET COMMUNICATIONS COMPANY

INDEX TO FORM 10-Q

|                      |   |  |  |                                                                                                                         |  |  |    | 
|--------------------- | - |  |  | ----------------------------------------------------------------------------------------------------------------------- |  |  | -- | 
|Item                  |   |  |  |                                                                                                                        
|Number                |   |  |  | Page                                                                                                                   
|                      |   |  |  |                                                                                                                        
|PART I               
|FINANCIAL INFORMATION
|                      | 1 |  |  | Condensed Consolidated Financial Statements
    (Unaudited):                                                            |  |  |    | 
|                      |   |  |  | Condensed Consolidated Balance Sheets as of
    September 30, 2002 and December 31, 2001                                |  |  | 2  | 
|                      |   |  |  | Condensed Consolidated Statements of Operations
    for the Three and Nine Months Ended September 30, 2002 and
    2001 |  |  | 3  | 
|                      |   |  |  | Condensed Consolidated Statement of Cash Flows
    for the Nine Months Ended September 30, 2002 and 2001                |  |  | 4  | 
|                      |   |  |  | Notes to Condensed Consolidated Financial
    Statements                                                                |  |  | 5  | 
|                      | 2 |  |  | Managements Discussion and Analysis of
    Financial Condition and Results of Operations                               |  |  | 8  | 
|                      | 3 |  |  | Quantitative and Qualitative Disclosure about
    Market Risk                                                           |  |  | 17 | 
|                      | 4 |  |  | Controls and Procedures                                                                                                 |  |  | 17 | 
|PART II              
|OTHER INFORMATION    
|                     
|                      | 1 |  |  | Legal Proceedings                                                                                                       |  |  | 18 | 
|                      | 2 |  |  | Changes in Securities and Use of Proceeds                                                                               |  |  | 18 | 
|                      | 3 |  |  | Defaults Upon Senior Securities                                                                                         |  |  | 18 | 
|                      | 4 |  |  | Submission of Matters to a Vote of Security
    Holders                                                                 |  |  | 18 | 
|                      | 5 |  |  | Other Information                                                                                                       |  |  | 18 | 
|                      | 6 |  |  | Exhibits and Reports on Form 8-K                                                                                        |  |  | 18 | 

1



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##### Table of Contents






PART I

FINANCIAL INFORMATION

Item 1.     Financial
Statements

DOBSON/SYGNET COMMUNICATIONS COMPANY






CONDENSED CONSOLIDATED BALANCE
SHEETS


|                                                   |                                                                                                    |                                      |                                                          |              |             |             |            |              |             |             | 
|-------------------------------------------------- | -------------------------------------------------------------------------------------------------- | ------------------------------------ | -------------------------------------------------------- | ------------ | ----------- | ----------- | ---------- | ------------ | ----------- | ----------- | 
|                                                   |                                                                                                    | September 30,                        |                                                          | December 31,
|                                                   |                                                                                                    | 2002                                 |                                                          | 2001        
|                                                   |                                                                                                    |                                      |                                                          |             
|                                                   |                                                                                                    | (Unaudited)                          |                                                          |             
|ASSETS                                            
|                                                  
|CURRENT ASSETS:                                    |                                                                                                    |                                      |                                                          |              |             |             |            |             
|                                                   | Cash and cash equivalents                                                                          |                                      | $                                                        | 3,944,000    |             |             | $          | 4,286,325    |            
|                                                   | Accounts receivable                                                                                |                                      |                                                          |              |             |             |            |              |            
|                                                   |                                                                                                    | Customers, net                       |                                                          |              | 20,230,061  |             |            |              | 19,326,750  |            
|                                                   |                                                                                                    | Affiliates                           |                                                          |              | 6,668,249   |             |            |              |            |            
|                                                   | Inventory                                                                                          |                                      |                                                          | 2,005,178    |             |             |            | 4,873,736    |            
|                                                   | Prepaid expenses and other                                                                         |                                      |                                                          | 1,149,171    |             |             |            | 1,151,506    |            
|                                                   |                                                                                                    |                                      |                                                          |              |             |             |            |             
|                                                   |                                                                                                    |                                      | Total current assets                                     |              |             | 33,996,659  |            |              |             | 29,638,317  | 
|                                                   |                                                                                                    |                                      |                                                          |              |             |             |            |             
|PROPERTY, PLANT AND EQUIPMENT, net                 |                                                                                                    |                                      | 78,369,463                                               |              |             |             | 75,529,567 |             
|                                                   |                                                                                                    |                                      |                                                          |              |             |             |            |             
|OTHER ASSETS:                                      |                                                                                                    |                                      |                                                          |              |             |             |            |             
|                                                   | Wireless license acquisition costs, net                                                            |                                      |                                                          | 350,688,085  |             |             |            | 572,988,085  |            
|                                                   | Deferred financing costs, net                                                                      |                                      |                                                          | 31,587,127   |             |             |            | 35,441,469   |            
|                                                   | Customer list, net                                                                                 |                                      |                                                          | 11,086,086   |             |             |            | 17,676,488   |            
|                                                   | Other                                                                                              |                                      |                                                          | 78,628       |             |             |            | 84,189       |            
|                                                   |                                                                                                    |                                      |                                                          |              |             |             |            |             
|                                                   |                                                                                                    | Total other assets                   |                                                          |              | 393,439,926 |             |            |              | 626,190,231 |            
|                                                   |                                                                                                    |                                      |                                                          |              |             |             |            |             
|                                                   |                                                                                                    |                                      | Total assets                                             |              | $           | 505,806,048 |            |              | $           | 731,358,115 | 
|                                                   |                                                                                                    |                                      |                                                          |              |             |             |            |             
|LIABILITIES AND STOCKHOLDERS
    (DEFICIT) EQUITY
|                                                  
|CURRENT LIABILITIES:                               |                                                                                                    |                                      |                                                          |              |             |             |            |             
|                                                   | Accounts payable                                                                                   |                                      | $                                                        | 7,831,187    |             |             | $          | 10,240,868   |            
|                                                   | Accrued expenses                                                                                   |                                      |                                                          | 13,128,290   |             |             |            | 6,232,911    |            
|                                                   | Deferred revenue and customer deposits                                                             |                                      |                                                          | 5,313,523    |             |             |            | 4,842,107    |            
|                                                   | Current portion of long-term debt                                                                  |                                      |                                                          | 24,750,000   |             |             |            | 14,250,000   |            
|                                                   |                                                                                                    |                                      |                                                          |              |             |             |            |             
|                                                   |                                                                                                    | Total current liabilities            |                                                          |              | 51,023,000  |             |            |              | 35,565,886  |            
|                                                   |                                                                                                    |                                      |                                                          |              |             |             |            |             
|OTHER LIABILITIES:                                 |                                                                                                    |                                      |                                                          |              |             |             |            |             
|                                                   | Payables  affiliates                                                                              |                                      |                                                          |             |             |             |            | 1,400,227    |            
|                                                   | Long-term debt, net of current portion                                                             |                                      |                                                          | 460,199,254  |             |             |            | 485,886,754  |            
|                                                   | Deferred income taxes                                                                              |                                      |                                                          | 18,761,680   |             |             |            | 100,228,803  |            
|STOCKHOLDERS (DEFICIT) EQUITY:                    |                                                                                                    |                                      |                                                          |              |             |             |            |             
|                                                   | Common stock, $1.00 par value,
    500 shares authorized and 100 shares issued and
    outstanding |                                      |                                                          | 100          |             |             |            | 100          |            
|                                                   | Additional paid-in capital                                                                         |                                      |                                                          | 239,632,804  |             |             |            | 239,632,804  |            
|                                                   | Retained deficit                                                                                   |                                      |                                                          | (263,810,790 | )           |             |            | (131,356,459 | )          
|                                                   |                                                                                                    |                                      |                                                          |              |             |             |            |             
|                                                   |                                                                                                    | Total stockholders (deficit) equity |                                                          |              | (24,177,886 | )           |            |              | 108,276,445 |            
|                                                   |                                                                                                    |                                      |                                                          |              |             |             |            |             
|                                                   |                                                                                                    |                                      | Total liabilities and stockholders
    (deficit) equity |              | $           | 505,806,048 |            |              | $           | 731,358,115 | 
|                                                   |                                                                                                    |                                      |                                                          |              |             |             |            |             

The accompanying notes are an integral part of
these condensed consolidated balance sheets.

2



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##### Table of Contents



DOBSON/ SYGNET COMMUNICATIONS
COMPANY




CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS

|                                                                             |                                                                                                            |                          |            |                   |            |      |             |             |            |   |              |              |             |   |             |             |             | 
|---------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------- | ------------------------ | ---------- | ----------------- | ---------- | ---- | ----------- | ----------- | ---------- | - | ------------ | ------------ | ----------- | - | ----------- | ----------- | ----------- | 
|                                                                             |                                                                                                            |                          |            |                  
|                                                                             |                                                                                                            | Three Months Ended       |            | Nine Months Ended
|                                                                             |                                                                                                            | September 30,            |            | September 30,    
|                                                                             |                                                                                                            |                          |            |                  
|                                                                             |                                                                                                            | 2002                     |            | 2001              |            | 2002 |             | 2001       
|                                                                             |                                                                                                            |                          |            |                   |            |      |             |            
|                                                                             |                                                                                                            |                          |            |                  
|                                                                             |                                                                                                            | (Unaudited)              |            | (Unaudited)      
|OPERATING REVENUE:                                                           |                                                                                                            |                          |            |                   |            |      |             |             |            |   |              |              |             |   |             |            
|                                                                             | Service revenue                                                                                            |                          | $          | 39,117,658        |            |      | $           | 35,484,375  |            |   | $            | 110,290,635  |             |   | $           | 99,843,863  |            
|                                                                             | Roaming revenue                                                                                            |                          |            | 13,195,842        |            |      |             | 13,115,378  |            |   |              | 36,030,686   |             |   |             | 33,908,862  |            
|                                                                             | Equipment and other revenue                                                                                |                          |            | 2,079,592         |            |      |             | 1,638,777   |            |   |              | 4,747,573    |             |   |             | 5,264,170   |            
|                                                                             |                                                                                                            |                          |            |                   |            |      |             |             |            |   |              |              |             |   |             |            
|                                                                             |                                                                                                            | Total operating revenue  |            |                   | 54,393,092 |      |             |             | 50,238,530 |   |              |              | 151,068,894 |   |             |             | 139,016,895 | 
|                                                                             |                                                                                                            |                          |            |                   |            |      |             |             |            |   |              |              |             |   |             |            
|OPERATING EXPENSES:                                                          |                                                                                                            |                          |            |                   |            |      |             |             |            |   |              |              |             |   |             |            
|                                                                             | Cost of service (exclusive of items shown
    separately below)                                            |                          |            | 11,283,900        |            |      |             | 11,750,235  |            |   |              | 33,825,468   |             |   |             | 32,456,096  |            
|                                                                             | Cost of equipment                                                                                          |                          |            | 4,976,913         |            |      |             | 5,254,691   |            |   |              | 13,835,402   |             |   |             | 16,002,674  |            
|                                                                             | Marketing and selling                                                                                      |                          |            | 6,465,214         |            |      |             | 6,268,221   |            |   |              | 18,982,203   |             |   |             | 18,774,249  |            
|                                                                             | General and administrative                                                                                 |                          |            | 7,326,106         |            |      |             | 6,986,672   |            |   |              | 20,816,229   |             |   |             | 21,046,867  |            
|                                                                             | Depreciation and amortization                                                                              |                          |            | 7,244,233         |            |      |             | 19,076,399  |            |   |              | 20,995,224   |             |   |             | 56,549,085  |            
|                                                                             |                                                                                                            |                          |            |                   |            |      |             |             |            |   |              |              |             |   |             |            
|                                                                             |                                                                                                            | Total operating expenses |            |                   | 37,296,366 |      |             |             | 49,336,218 |   |              |              | 108,454,526 |   |             |             | 144,828,971 | 
|                                                                             |                                                                                                            |                          |            |                   |            |      |             |             |            |   |              |              |             |   |             |            
|OPERATING INCOME (LOSS)                                                      |                                                                                                            |                          | 17,096,726 |                   |            |      | 902,312     |             |            |   | 42,614,368   |              |             |   | (5,812,076  | )          
|OTHER INCOME (EXPENSE):                                                      |                                                                                                            |                          |            |                   |            |      |             |             |            |   |              |              |             |   |             |            
|                                                                             | Interest expense                                                                                           |                          |            | (11,396,407       | )          |      |             | (13,354,860 | )          |   |              | (33,888,742  | )           |   |             | (44,055,211 | )          
|                                                                             | Other (loss) income, net                                                                                   |                          |            | (64,887           | )          |      |             | 396,951     |            |   |              | (61,645      | )           |   |             | 981,347     |            
|                                                                             |                                                                                                            |                          |            |                   |            |      |             |             |            |   |              |              |             |   |             |            
|INCOME (LOSS) BEFORE INCOME TAXES                                            |                                                                                                            |                          | 5,635,432  |                   |            |      | (12,055,597 | )           |            |   | 8,663,981    |              |             |   | (48,885,940 | )          
|                                                                             | Income tax (expense) benefit                                                                               |                          |            | (2,141,463        | )          |      |             | 4,581,127   |            |   |              | (3,292,312   | )           |   |             | 18,576,657  |            
|                                                                             |                                                                                                            |                          |            |                   |            |      |             |             |            |   |              |              |             |   |             |            
|INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF
    CHANGE IN ACCOUNTING PRINCIPLE |                                                                                                            |                          | 3,493,969  |                   |            |      | (7,474,470  | )           |            |   | 5,371,669    |              |             |   | (30,309,283 | )          
|                                                                             | Cumulative effect of change in accounting
    principle, net of income tax benefit of $84,474,000 (Note 5) |                          |            |                  |            |      |             |            |            |   |              | (137,826,000 | )           |   |             |            |            
|                                                                             |                                                                                                            |                          |            |                   |            |      |             |             |            |   |              |              |             |   |             |            
|NET INCOME (LOSS)                                                            |                                                                                                            | $                        | 3,493,969  |                   |            | $    | (7,474,470  | )           |            | $ | (132,454,331 | )            |             | $ | (30,309,283 | )          
|                                                                             |                                                                                                            |                          |            |                   |            |      |             |             |            |   |              |              |             |   |             |            
|BASIC EARNINGS APPLICABLE TO COMMON STOCKHOLDER
    PER COMMON SHARE:        |                                                                                                            |                          |            |                   |            |      |             |             |            |   |              |              |             |   |             |            
|                                                                             | Continuing operations                                                                                      |                          | $          | 34,940            |            |      | $           | (74,745     | )          |   | $            | 53,717       |             |   | $           | (303,093    | )          
|                                                                             | Cumulative effect of change in accounting
    principle                                                    |                          |            |                  |            |      |             |            |            |   |              | (1,378,260   | )           |   |             |            |            
|                                                                             |                                                                                                            |                          |            |                   |            |      |             |             |            |   |              |              |             |   |             |            
|TOTAL EARNINGS APPLICABLE TO COMMON STOCKHOLDER
    PER COMMON SHARE         |                                                                                                            | $                        | 34,940     |                   |            | $    | (74,745     | )           |            | $ | (1,324,543   | )            |             | $ | (303,093    | )          
|                                                                             |                                                                                                            |                          |            |                   |            |      |             |             |            |   |              |              |             |   |             |            
|BASIC WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                             |                                                                                                            |                          | 100        |                   |            |      | 100         |             |            |   | 100          |              |             |   | 100         |            
|                                                                             |                                                                                                            |                          |            |                   |            |      |             |             |            |   |              |              |             |   |             |            

The accompanying notes are an integral part of
these condensed consolidated financial statements.

3



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##### Table of Contents



DOBSON/ SYGNET COMMUNICATIONS
COMPANY




CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS

|                                                       |                                                                                                                                                          |                                      |                                        |                                                         |            |            |             |             |            |             |             |  
|------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------ | -------------------------------------- | ------------------------------------------------------- | ---------- | ---------- | ----------- | ----------- | ---------- | ----------- | ----------- | -
|                                                       |                                                                                                                                                          |                                     
|                                                       |                                                                                                                                                          | Nine Months Ended                   
|                                                       |                                                                                                                                                          | September 30,                       
|                                                       |                                                                                                                                                          |                                     
|                                                       |                                                                                                                                                          | 2002                                 |                                        | 2001                                                   
|                                                       |                                                                                                                                                          |                                      |                                        |                                                        
|                                                       |                                                                                                                                                          |                                     
|                                                       |                                                                                                                                                          | (Unaudited)                         
|CASH FLOWS FROM OPERATING
    ACTIVITIES:              |                                                                                                                                                          |                                      |                                        |                                                         |            |            |             |            
|                                                       | Income (loss) before cumulative effect of change
    in accounting principle                                                                             |                                      | $                                      | 5,371,669                                               |            |            | $           | (30,309,283 | )         
|                                                       | Adjustments to reconcile income (loss) before
    cumulative effect of change in accounting principle to net cash
    provided by operating activities  |                                      |                                        |                                                         |            |            |             |             |           
|                                                       |                                                                                                                                                          |                                      | Depreciation and amortization          |                                                         |            | 20,995,224 |             |             |            | 56,549,085  |            
|                                                       |                                                                                                                                                          |                                      | Amortization of financing costs        |                                                         |            | 3,936,013  |             |             |            | 3,927,228   |            
|                                                       |                                                                                                                                                          |                                      | Deferred income taxes                  |                                                         |            | 3,006,877  |             |             |            | (18,843,431 | )          
|                                                       |                                                                                                                                                          |                                      | Loss on disposition of assets, net     |                                                         |            | 91,411     |             |             |            | 135,671     |            
|Changes in current assets and
    liabilities         |                                                                                                                                                          |                                      |                                        |                                                         |            |            |             |            
|                                                       |                                                                                                                                                          |                                      | Accounts receivable                    |                                                         |            | (7,571,560 | )           |             |            | (2,883,777  | )          
|                                                       |                                                                                                                                                          |                                      | Other current assets                   |                                                         |            | 2,870,893  |             |             |            | (518,006    | )          
|                                                       |                                                                                                                                                          |                                      | Accounts payable                       |                                                         |            | (2,358,641 | )           |             |            | (2,829,803  | )          
|                                                       |                                                                                                                                                          |                                      | Accrued expenses                       |                                                         |            | 6,895,379  |             |             |            | 5,862,426   |            
|                                                       |                                                                                                                                                          |                                      | Deferred revenue and customer deposits |                                                         |            | 471,416    |             |             |            | 763,097     |            
|                                                       |                                                                                                                                                          |                                      |                                        |                                                         |            |            |             |            
|                                                       |                                                                                                                                                          |                                      |                                        | Net cash provided by operating activities               |            |            | 33,708,681  |             |            |             | 11,853,207  |  
|                                                       |                                                                                                                                                          |                                      |                                        |                                                         |            |            |             |            
|CASH FLOWS FROM INVESTING
    ACTIVITIES:              |                                                                                                                                                          |                                      |                                        |                                                         |            |            |             |            
|                                                       | Capital expenditures                                                                                                                                     |                                      |                                        | (17,232,743                                             | )          |            |             | (19,910,655 | )         
|                                                       | Changes in payable  affiliates                                                                                                                          |                                      |                                        | (1,400,227                                              | )          |            |             | (9,476,553  | )         
|                                                       | Other investing activities                                                                                                                               |                                      |                                        | (148,865                                                | )          |            |             | 208,845     |           
|                                                       |                                                                                                                                                          |                                      |                                        |                                                         |            |            |             |            
|                                                       |                                                                                                                                                          |                                      |                                        | Net cash used in investing activities                   |            |            | (18,781,835 | )           |            |             | (29,178,363 | )
|                                                       |                                                                                                                                                          |                                      |                                        |                                                         |            |            |             |            
|CASH FLOWS FROM FINANCING
    ACTIVITIES:              |                                                                                                                                                          |                                      |                                        |                                                         |            |            |             |            
|                                                       | Repayments of long-term debt                                                                                                                             |                                      |                                        | (27,687,500                                             | )          |            |             | (93,687,500 | )         
|                                                       | Proceeds from long-term debt                                                                                                                             |                                      |                                        | 12,500,000                                              |            |            |             | 58,500,000  |           
|                                                       | Proceeds from capital contributions                                                                                                                      |                                      |                                        |                                                        |            |            |             | 32,000,000  |           
|                                                       | Maturity of restricted investments, net of
    interest                                                                                                  |                                      |                                        |                                                        |            |            |             | 14,250,000  |           
|                                                       | Other financing activities                                                                                                                               |                                      |                                        | (81,671                                                 | )          |            |             | (81,694     | )         
|                                                       |                                                                                                                                                          |                                      |                                        |                                                         |            |            |             |            
|                                                       |                                                                                                                                                          |                                      |                                        | Net cash (used in) provided by financing
    activities |            |            | (15,269,171 | )           |            |             | 10,980,806  |  
|                                                       |                                                                                                                                                          |                                      |                                        |                                                         |            |            |             |            
|NET DECREASE IN CASH AND CASH EQUIVALENTS              |                                                                                                                                                          |                                      | (342,325                               | )                                                       |            |            | (6,344,350  | )          
|CASH AND CASH EQUIVALENTS, beginning of period         |                                                                                                                                                          |                                      | 4,286,325                              |                                                         |            |            | 8,871,817   |            
|                                                       |                                                                                                                                                          |                                      |                                        |                                                         |            |            |             |            
|CASH AND CASH EQUIVALENTS, end of period               |                                                                                                                                                          | $                                    | 3,944,000                              |                                                         |            | $          | 2,527,467   |            
|                                                       |                                                                                                                                                          |                                      |                                        |                                                         |            |            |             |            
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW
    INFORMATION: |                                                                                                                                                          |                                      |                                        |                                                         |            |            |             |            
|                                                       | Cash paid for                                                                                                                                           |                                      |                                        |                                                         |            |            |             |             |           
|                                                       |                                                                                                                                                          | Interest, net of amounts capitalized |                                        | $                                                       | 22,301,058 |            |             | $           | 35,486,122 |            
|                                                       |                                                                                                                                                          | Income taxes                         |                                        | $                                                       | 233,535    |            |             | $           |           |            

The accompanying notes are an integral part of
these condensed consolidated financial statements.

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##### Table of Contents



DOBSON/ SYGNET COMMUNICATIONS
COMPANY






NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS


(Unaudited)


The condensed consolidated balance sheets of
Dobson/ Sygnet Communications Company (the Company)
as of September 30, 2002, the condensed consolidated
statements of operations for the three and nine months ended
September 30, 2002 and 2001 and the condensed consolidated
statements of cash flows for the nine months ended
September 30, 2002 and 2001 are unaudited. In the opinion
of management, such financial statements include all
adjustments, consisting only of normal recurring adjustments
necessary for a fair presentation of financial position, results
of operations, and cash flows for the periods presented, except
for those related to the adoption of new accounting principles
as described below.

The condensed consolidated balance sheet at
December 31, 2001 was derived from audited financial
statements, but does not include all disclosures required by
generally accepted accounting principles. The financial
statements presented herein should be read in connection with
the Companys December 31, 2001 consolidated financial
statements included in the Companys Form 10-K for the
fiscal year ended December 31, 2001.

1.     Organization

The Company was incorporated under the name Front
Nine Holdings, Inc. as an Oklahoma corporation on July 23,
1998. The Company was formed to acquire the operations of Sygnet
Wireless, Inc. Subsequently, the Company changed its name to
Dobson/ Sygnet Communications Company and amended its
certificate of incorporation on December 2, 1998 to reflect
this change. On December 23, 1998, the Company completed
the acquisition of Sygnet Wireless, Inc. for
$337.5 million. The Company is a wholly-owned subsidiary of
Dobson Communications Corporation (Dobson
Communications) and is a provider of rural and suburban
wireless telephone services.

The Company operates in one business segment
pursuant to Statement of Financial Accounting Standards
(SFAS) No. 131, Disclosures about
Segments of an Enterprise and Related Information.

2.     Property,
Plant and Equipment

Property, plant and equipment are recorded at
cost. Newly constructed wireless systems are added to property,
plant and equipment at cost, which includes contracted services,
direct labor, materials and overhead. Existing property, plant
and equipment purchased through acquisitions is recorded at its
fair value at the date of the purchase. Repairs, minor
replacements and maintenance are charged to operations as
incurred. The provisions for depreciation are provided using the
straight-line method based on the estimated useful lives of the
various classes of depreciable property. Depreciation expense
for the nine months ended September 30, 2002 and 2001
totaled $14.4 million and $14.0 million. Listed below
are the gross property, plant and equipment amounts and the
related accumulated depreciation for the periods described.

|                                    |  |               |             |      |  |   |             |  
|----------------------------------- |  | ------------- | ----------- | ---- |  | - | ----------- | -
|                                    |  |              
|                                    |  | September 30,
|                                    |  |              
|                                    |  | 2002          |             | 2001
|                                    |  |               |             |     
|Gross property, plant and equipment |  | $             | 135,214,588 |      |  | $ | 115,758,002 |  
|Accumulated depreciation            |  |               | (56,845,125 | )    |  |   | (37,674,669 | )
|                                    |  |               |             |      |  |   |             |  
|Property, plant and equipment, net  |  | $             | 78,369,463  |      |  | $ | 78,083,333  |  
|                                    |  |               |             |      |  |   |             |  

3.     Long-Term
Debt

The Company, through its wholly-owned subsidiary,
Sygnet Wireless, Inc., has credit facilities for an aggregate of
$319.7 million, consisting of a $34.8 million
revolving credit facility and $284.9 million of term loan
facilities. Interest on the revolving credit facility and the
term loan facilities is based on a prime rate or a LIBOR
formula, and has ranged between 4.4% and 10.5% since inception.
As of September 30, 2002, the only

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DOBSON/ SYGNET COMMUNICATIONS
COMPANY


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

amounts outstanding were the Companys term
loan facilities totaling $284.9 million, thus, the Company
had $34.8 million of availability under its revolver.
Obligations under the credit facility are secured by a pledge of
the capital stock of its subsidiary as well as a lien on
substantially all of its assets and the assets of its operating
subsidiary. The credit facility requires the maintenance of
certain financial ratios. The failure to maintain such ratios
would constitute an event of default, notwithstanding the
Companys ability to meet its debt service obligations. As
of September 30, 2002, the Company was in compliance with
the required financial ratios. In addition, the Companys
ability to borrow under the credit facility is limited by the
requirement that, on a quarterly basis, the amount available
under the credit facility will reduce until it terminates.

As of September 30, 2002, the Company had
outstanding $200.0 million principal amount of senior notes
that bear interest at an annual rate of 12.25% and mature in
2008. On September 30, 2002, the Companys parent,
Dobson Communications, purchased $11.5 million principal
amount of the Companys outstanding senior notes for
approximately $8.9 million.

The principal stockholder of Dobson
Communications, Dobson CC Limited Partnership, or DCCLP, and
certain of its affiliates, are parties to credit agreements with
Bank of America, N.A. These credit agreements have aggregate
principal amounts outstanding of approximately $280 million
as of September 30, 2002. To secure their obligations under
these credit agreements, DCCLP and these affiliates individually
pledged certain assets, which include beneficial ownership of
securities representing controlling interests in DCCLP and
Dobson Communications. These loans will mature on March 31,
2003, unless extended. If any of the loans are not paid at
maturity or if an event of default occurs under any of the loan
agreements and the lender elects to foreclose on the collateral,
the Company could experience a change of control under its
indenture governing its outstanding senior notes. Upon a change
of control, the Company would be required to offer to purchase
its outstanding senior notes at 101% of the principal amount
plus accrued and unpaid interest. There can be no assurance that
the Company would have the funds necessary to complete the
repurchase. If the Company failed to complete the purchase of
the tendered senior notes, the senior noteholders or the
indenture trustee would be entitled to accelerate the maturity
of the Companys outstanding senior notes. A foreclosure on
DCCLPs pledged shares could also result in an event of
default under the credit facility of Dobson Operating Company, a
subsidiary of Dobson Communications. An event of default under
the Dobson Operating Company credit facility would result in an
event of default under the Companys credit facility,
potentially resulting in the acceleration of all outstanding
indebtedness under the Companys credit facility.

4.     Stockholders
(Deficit) Equity

The Company received an equity contribution of
$32.0 million during the nine months ended
September 30, 2001 from its parent company, Dobson
Communications. This contribution was used to repay debt under
the Companys credit facility.

5.     Change in
Accounting Principles and Practices

In July 2001, the Financial Accounting Standards
Board (FASB) issued SFAS No. 141,
Business Combinations and No. 142,
Goodwill and Other Intangible Assets. These
standards prohibit the application of the pooling-of-interests
method of accounting for business combinations effective
June 30, 2001 and require companies to cease the
amortization of existing goodwill and intangible assets with
indefinite lives effective January 1, 2002. As a result of
the adoption of SFAS No. 142, the Company reassessed the
useful lives of its intangible assets. A significant portion of
its intangible assets are classified as Wireless license
acquisition costs, which represents the costs associated
with acquiring its FCC licenses. These licenses allow the
Company to provide wireless services by giving the Company the
exclusive right to utilize certain radio frequency spectrum.
Although the FCC licenses are issued for only a fixed time,
generally ten years, these licenses are renewed by the FCC on a
routine basis and for a nominal fee. In addition, the Company
has determined that there are no legal, regulatory, contractual,
competitive, economic or other factors that limit

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DOBSON/ SYGNET COMMUNICATIONS
COMPANY


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

the useful life of these FCC licenses. As a
result, the Companys wireless license acquisition costs
are treated as indefinite life intangible assets. Therefore,
upon implementing SFAS No. 142 in its entirety on
January 1, 2002, the Company ceased the amortization of
wireless license acquisition costs and now tests for impairment
of wireless license acquisition costs at least annually and only
adjusts the carrying amount of these intangible assets upon an
impairment of the wireless license acquisition costs. The
Company also determines on an annual basis whether facts and
circumstances continue to support an indefinite useful life.
During the three and nine months ended September 30, 2001,
the Company recorded approximately $7.4 million and
$22.2 million of amortization expense, net of income tax
benefit, related to its wireless license acquisition costs.
Without this amortization, the Companys net loss
applicable to common stockholders would have been
$0.1 million and $8.1 million for the three and nine
months ended September 30, 2001.

Through December 31, 2001, the
Companys accounting policy for impairment of long-lived
assets was based on the provisions of SFAS No. 121. In
accordance with SFAS No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be
Disposed of, the Companys policy was to review the
carrying value of long-lived assets and certain identifiable
intangibles whenever events or changes in circumstances indicate
that the carrying value may not be recoverable. If such
circumstances were deemed to exist, the carrying value of the
asset would be compared to the estimated undiscounted future
cash flows generated by the asset. In accordance with SFAS
No. 121, the Companys definite life assets will
continue to be amortized over their estimated useful lives and
are subject to SFAS No. 121 impairment criteria. As a
result of fully implementing SFAS No. 142 on
January 1, 2002, the Company is now required to evaluate
the carrying value of its indefinite life intangible assets
using their fair values, at least annually. If the carrying
amount of the intangible asset exceeds its fair value, an
impairment loss shall be recognized in an amount equal to that
excess.

Upon implementation of SFAS No. 142, the
Company first performed a comparison of the carrying amount of
its wireless license acquisition costs to the fair value of
those assets. For purposes of this comparison, it is the
Companys policy to aggregate its wireless license
acquisition costs. The Company determined the fair value of its
wireless license acquisition costs based on their estimated
future discounted cashflows. Based on the comparison, the
Company determined that the carrying amount of its wireless
license acquisition costs exceeded their estimated fair value.
As a result, the Company recorded a charge in the first quarter
of 2002, net of income tax benefit, of approximately
$137.8 million to reflect the write down of its wireless
license acquisition costs to their fair value.

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Item 2.     Managements
Discussion and Analysis of Financial Condition and Results of
Operations


The following discussion and analysis presents
factors, which we believe are relevant to an assessment and
understanding of our condensed consolidated financial position
and results of operations. This financial and business analysis
should be read in conjunction with our condensed consolidated
financial statements and the related notes.

Overview

We own and operate rural and suburban wireless
communication systems serving a large cluster of properties. As
of September 30, 2002, our systems covered a total
population of approximately 2.4 million and we had 312,900
subscribers. Our wireless systems are located in Youngstown,
Ohio and Erie, Pennsylvania, and in primarily rural and suburban
areas between the Cleveland, Akron-Canton, Pittsburgh, Buffalo
and Rochester metropolitan areas.

Subscribers

Our subscriber base contains three types of
subscribers; post-paid, reseller and pre-paid. Post-paid
subscribers account for the largest portion of our subscriber
base, at 98.3%. These subscribers pay a monthly access fee for a
wireless service plan that generally includes a fixed amount of
minutes and certain service features. In addition to the monthly
access fee, these subscribers are typically billed in arrears
for long-distance charges, roaming charges and rate plan
overages. Our reseller subscribers are similar to our post-paid
subscribers in that they pay monthly fees to utilize our network
and services, however, these subscribers are billed by a third
party (reseller), who has effectively resold our service to the
end user (subscriber). We in turn bill the third party for the
monthly usage of the end user. The reseller base accounts for
1.5% of our total subscriber base. Our pre-paid subscribers,
which account for less than 1% of our subscriber base, are
subscribers that pre-pay for an agreed upon amount of minutes.

Our average monthly revenue per subscriber and
total gross additions are calculated and reported based only on
post-paid subscriber information.

Revenue

Our operating revenue consists of service
revenue, roaming revenue and equipment and other revenue.

We derive service revenue primarily by providing
wireless services to our subscribers. The industry has
experienced a trend of declining average revenue per minute as
competition among wireless service providers has led to
reductions in rates for airtime. The yield on our service
revenue (service revenue divided by subscriber minutes of use)
was $0.22 and $0.31 per minute for the three months ended
September 30, 2002 and 2001, and $0.23 and $0.32 per
minute for the nine months ended September 30, 2002 and
2001. These declines have been generally offset by increases in
average minutes-of-use per subscriber. The average minute-of-use
per subscriber increased 35.2% and 33.6% for the three and nine
months ended September 30, 2002, compared to the same
periods in 2001. We believe that the industry trend of
increasing minutes of use per subscriber will continue to offset
declining revenues per minute of use due to the continued
popularity of single rate calling plans and the enhanced service
capacity of recently developed digital networks.

We derive roaming revenue by providing service to
subscribers of other wireless providers when those subscribers
roam into our markets and use our systems to carry
their calls. Roaming revenue accounted for 24.3% and 26.1% of
our operating revenue for the three months ended
September 30, 2002 and 2001, and 23.9% and 24.4% for the
nine months ended September 30, 2002 and 2001. Roaming
revenue typically yields slightly higher average per minute
rates and higher margins than revenues from our subscribers. We
achieve these higher margins because we incur relatively lower
incremental costs related to network operation, billing,
customer service and collections in servicing roaming customers
as compared to our home subscribers. However, even though
roaming revenue yields have offered higher margins than revenue
from our subscribers, the yields are declining due to increased
market pressures and competition between wireless providers. Our
roaming yield (roaming revenue, which includes airtime, toll
charges and surcharges, divided by roaming

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##### Table of Contents



minutes of use) was $0.23 and $0.31 for the three
months ended September 30, 2002 and 2001, and $0.24 and
$0.32 for the nine months ended September 30, 2002 and
2001. We believe that the trend of increasing roaming minutes
will continue to offset declining roaming yields. Roaming
minutes increased 38.0% and 41.6% for the three and nine months
ended September 30, 2002, compared to the same periods in
2001. Roaming yields are decreasing as a result of new contracts
and scheduled rate reductions in existing contracts. We believe
these roaming contracts are beneficial because they secure
existing traffic and provide opportunity for a continuing
increase in the volume of traffic. Roaming revenue tends to be
impacted by seasonality. We typically have higher roaming
revenue during the second and third quarters of each year, as
users tend to travel more and, therefore, use their wireless
phones more during the spring and summer months.


We include long-distance revenue in service
revenue and roaming revenue. Equipment revenue is revenue from
selling wireless equipment to our subscribers. Equipment revenue
is recognized when the equipment is delivered to the customer.
Our ability to sell wireless equipment is independent of our
ability to offer wireless services to our customers; therefore,
we consider equipment sales a separate earnings process and
account for it accordingly.

Costs and Expenses

Our primary operating expense categories include
cost of service, cost of equipment, marketing and selling costs,
general and administrative costs and depreciation and
amortization.

Our cost of service consists primarily of costs
to operate and maintain our facilities utilized in providing
service to customers and amounts paid to third-party wireless
providers for providing service to our subscribers when our
subscribers roam into their markets, referred to as
roaming costs. As discussed above with regard to
service revenue, there is a continuing trend toward increasing
minutes-of-use per subscriber. This includes minutes used by our
subscribers when they roam into other providers markets.
Consistent with this trend, our roaming expense per minute has
declined. This decline in expense per minute has helped offset
the increased expense from growth in minutes-of-use per
subscriber.

Our cost of equipment represents the costs
associated with telephone equipment and accessories sold. In
recent years, we, like other wireless providers, have increased
the use of discounts on phone equipment and free phone
promotions for phones sold to our customers as competition
between service providers has intensified. As a result, we have
incurred, and expect to continue to incur, losses on equipment
sales. While we expect to continue these discounts and
promotions, we believe that these promotions will result in
increased revenue from increases in the number of wireless
subscribers.

Our marketing and selling costs include
advertising, compensation paid to sales personnel and
independent agents and all other costs to market and sell
wireless products and services, and certain costs related to
customer retention. We pay commissions to sales personnel and
independent agents for new business generated.

Our general and administrative costs include all
infrastructure costs, including costs for customer support,
billing, collections, and corporate administration.

Our depreciation and amortization expense
represents the costs associated with the depreciation of our
fixed assets and the amortization of definite life intangible
assets. Through December 31, 2001, these intangible assets
primarily consisted of wireless license acquisition costs and
customer lists. However, with the implementation of SFAS
No. 142, Goodwill and Other Intangible Assets,
we have ceased the amortization of wireless license acquisition
costs effective January 1, 2002. See Critical
Accounting Policies and Practices below for further
details.

Critical Accounting Policies and
Practices

We must necessarily use estimates in the
presentation of our financial statements with respect to the
effect of matters that are inherently uncertain. Our use of
estimates and assumptions affects the reported amounts of
assets, liabilities, and the amount of revenues and expenses we
recognize for and during the reporting period.

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Our general and administrative expenses and
certain other operating expenses include all infrastructure
costs, including costs for customer support, billing,
collections and corporate administration, all of which are
provided by our parent, Dobson Communications. Dobson
Communications shares these costs with us based primarily on the
estimated subscribers and populations in our respective licensed
areas. If there were a change in the method used to allocate
shared costs between Dobson Communications and us, the change
could have a significant impact on our results of operations.

We depreciate our property, plant and equipment
and amortize our customer lists and certain other definite life
intangible assets over their useful lives. These useful lives
are based on our estimates of the period that the assets will
generate revenue. In accordance with SFAS No 121, our policy was
to review the carrying value of our long-lived assets and
certain identifiable intangibles whenever events or changes in
circumstances indicate that the carrying value may not be
recoverable. With the implementation of SFAS No. 142,
Goodwill and Other Intangible Assets, which requires
companies to cease the amortization of existing goodwill and
intangible assets with indefinite lives, we treat our wireless
license acquisition costs as indefinite life intangible assets.
Therefore, upon implementing SFAS No. 142 in its entirety
on January 1, 2002, we ceased the amortization of wireless
license acquisition costs and now test for impairment of
wireless license acquisition costs at least annually and only
adjust the carrying amount of these intangible assets upon an
impairment of wireless license acquisition costs. We also
determine on an annual basis whether facts and circumstances
continue to support an indefinite useful life. This change in
policy has and may continue to have a significant impact to our
results of operations and financial position. For the three and
nine months ended September 30, 2001, the aggregate amount
of amortization expense, net of income tax benefit, attributable
to our wireless license acquisition costs was approximately
$7.4 million and $22.2 million. Without this
amortization, our net loss applicable to common stockholders
would have been $0.1 million and $8.1 million for the
three and nine months ended September 30, 2001.

Through December 31, 2001, our accounting
policy for impairment of long-lived assets was based on the
provisions of SFAS No. 121. In accordance with SFAS
No. 121, our policy was to review the carrying value of our
long-lived assets and certain identifiable intangible assets
whenever events or changes in circumstances indicate that the
carrying value may not be recoverable. If such circumstances
were deemed to exist, the carrying value of the asset would be
compared to the estimated undiscounted future cash flows
generated by the asset. In accordance with SFAS No. 121,
our definite life assets will continue to be amortized over
their estimated useful lives and are subject to SFAS
No. 121 impairment criteria. As a result of fully
implementing SFAS No. 142 on January 1, 2002, we are
now required to evaluate the carrying value of our indefinite
life intangible assets using their fair values, at least
annually. If the carrying amount of the intangible asset exceeds
its fair value, an impairment loss shall be recognized in an
amount equal to that excess. Upon implementation of this new
pronouncement in its entirety, we recorded a charge, net of
income tax benefit, of approximately $137.8 million to
reflect the write-down of our wireless license acquisition costs
to their fair value.

Results of Operations

In the text below, financial statement numbers
have been rounded; however, the percentage changes are based on
the actual financial statement numbers.



| |                                                                                                
| | -----------------------------------------------------------------------------------------------
| | Three Months Ended September 30, 2002
    Compared to Three Months Ended September 30,
    2001

Operating revenues.For the three months ended
September 30, 2002, our total operating revenue increased
$4.2 million, or 8.3%, to $54.4 million from
$50.2 million for the comparable period in 2001.

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The following table sets forth the components of
our revenue for the periods indicated:

|                   |                             |                    |   |            |        |        |  |            |       |   |   |        |        |  |  |      |       |  
|------------------ | --------------------------- | ------------------ | - | ---------- | ------ | ------ |  | ---------- | ----- | - | - | ------ | ------ |  |  | ---- | ----- | -
|                   |                             |                   
|                   |                             | Three Months Ended
|                   |                             | September 30,     
|                   |                             |                   
|                   |                             |                    |   |           
|                   |                             | 2002               |   | 2001      
|                   |                             |                    |   |           
|                   |                             | Amount             |   | Percentage |        | Amount |  | Percentage
|                   |                             |                    |   |            |        |        |  |           
|                   |                             |                   
|                   |                             | ($ in thousands)  
|Operating revenue: |                             |                    |   |            |        |        |  |            |       |   |   |        |        |  |  |     
|                   | Service revenue             |                    | $ | 39,118     |        |        |  | 71.9       | %     |   | $ | 35,484 |        |  |  | 70.6 | %    
|                   | Roaming revenue             |                    |   | 13,196     |        |        |  | 24.3       | %     |   |   | 13,116 |        |  |  | 26.1 | %    
|                   | Equipment and other revenue |                    |   | 2,079      |        |        |  | 3.8        | %     |   |   | 1,639  |        |  |  | 3.3  | %    
|                   |                             |                    |   |            |        |        |  |            |       |   |   |        |        |  |  |     
|                   |                             | Total              |   | $          | 54,393 |        |  |            | 100.0 | % |   | $      | 50,239 |  |  |      | 100.0 | %
|                   |                             |                    |   |            |        |        |  |            |       |   |   |        |        |  |  |     

For the three months ended September 30,
2002, our service revenue increased $3.6 million, or 10.2%,
to $39.1 million from $35.5 million for the three
months ended September 30, 2001. This increase was
attributable to increased market penetration and subscriber
usage. Our subscriber base increased 13% to 312,900 at
September 30, 2002 from 277,000 at September 30, 2001.
Our average monthly service revenue per subscriber decreased to
$43 for the three months ended September 30, 2002 compared
to $44 for the three months ended September 30, 2001, as a
result of increased competition and market pressure. On
September 30, 2002, 87.6% of our subscriber base was on
digital rate plans compared to 72.2% at September 30, 2001.
Our digital subscribers tend to use more minutes in a larger
home area than our analog subscribers.

For the three months ended September 30,
2002, our roaming revenue increased $0.1 million, or 0.6%,
to $13.2 million from $13.1 million for the three
months ended September 30, 2001. This increase was
primarily attributable to a 38.0% increase in roaming minutes in
our markets due to expanded coverage areas and increased usage,
offset by a 27.1% decline in our roaming revenue per
minute-of-use.

For the three months ended September 30,
2002, our equipment and other revenue increased
$0.5 million, or 26.9% to $2.1 million from
$1.6 million for the three months ended September 30,
2001. This increase was the result of increased revenue from
management services provided to other wireless carriers and an
increase in gross subscriber additions for the three months
ended September 30, 2002 compared to the same period in
2001.

Cost of service.For
the three months ended September 30, 2002, our total cost
of service decreased $0.5 million, or 4.0%, to
$11.3 million from $11.8 million for the comparable
period in 2001. During the third quarter 2002, roaming costs
accounted for approximately 45% of our total cost of service.
These roaming costs decreased by $1.0 million for the three
months ended September 30, 2002, compared to the same
period in 2001. This decrease resulted from a 29% decline in
rates charged by third-party wireless providers, resulting from
new lower rate agreements, offset by an 18% increase in the
minutes used by our subscribers on those providers
networks. In addition to the roaming costs, the remaining
portions of our total cost of service are the costs related to
operating our wireless network. These costs increased in total
by $0.5 million, as a result of an increase in wholesale
toll charges of approximately $0.6 million and an
approximate $0.2 million increase in rent related to our
cell sites, offset by a decrease of approximately
$0.3 million from reduced repairs and maintenance costs
related to our cell sites. Network costs have increased due to
increased minutes-of-use on our networks.

Cost of equipment.For the three months ended
September 30, 2002, our cost of equipment decreased
$0.3 million, or 5.3%, to $5.0 million from
$5.3 million for the three months ended September 30,
2001, primarily as a result of decreases in the number of phones
sold due to the slow-down in the migration of subscribers from
analog to digital service. We migrated 1,800 subscribers
from analog to digital during the three months ended
September 30, 2002, compared to 10,500 subscribers for
the same period in 2001.

Marketing and selling costs.For the three months ended
September 30, 2002, our marketing and selling costs
increased $0.2 million or 3.1% to $6.5 million from
$6.3 million for the three months ended September 30,
2001. This increase was the result of an increase in gross
subscriber additions, which totaled

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22,000 for the three months ended
September 30, 2002 compared to gross subscriber additions
of 20,800 for the three months ended September 30, 2001.


General and administrative costs.For the three months ended
September 30, 2002, our general and administrative costs
increased by $0.3 million, or 4.9%, to $7.3 million
from $7.0 million for the three months ended
September 30, 2001. Our overall monthly general and
administrative costs per average subscriber decreased to $8 for
the three months ended September 30, 2002 compared to $9
for the three months ended September 30, 2001. This
decrease in general and administrative costs per subscriber was
primarily from continued efficiencies gained from centralized
administrative functions with our parent, Dobson Communications,
and increased economies of scale.

Depreciation and amortization expense.For the three months ended
September 30, 2002, our depreciation and amortization
expense decreased $11.9 million, or 62.0%, to
$7.2 million from $19.1 million for the comparable
period in 2001. This decrease is a result of implementing SFAS
No. 142, Goodwill and Other Intangible Assets,
which required companies to stop amortizing existing goodwill
and intangible assets with indefinite lives effective
January 1, 2002. Under this new rule, we treat our wireless
license acquisition costs as indefinite life intangible assets.
For the three months ended September 30, 2001, the
aggregate amount of amortization expense attributable to our
wireless license acquisition costs was approximately
$12.0 million.

Interest expense.For the three months ended
September 30, 2002, our interest expense decreased
$2.0 million, or 14.7%, to $11.4 million from
$13.4 million for the three months ended September 30,
2001. This decrease is a result of lower variable interest rates
and the reduction of the outstanding balance on our revolving
credit facility.

Net income (loss).For the three months ended
September 30, 2002, our net income was $3.5 million
compared to net loss of $7.5 million for the three months
ended September 30, 2001. This increase in income was
primarily a result of decreases in depreciation and amortization
expense and interest expense, as described above.



| |                                                                                              
| | ---------------------------------------------------------------------------------------------
| | Nine Months Ended September 30, 2002
    Compared to Nine Months Ended September 30,
    2001

Operating revenues.For the nine months ended
September 30, 2002, our total operating revenue increased
$12.1 million, or 8.7%, to $151.1 million from
$139.0 million for the comparable period in 2001.

The following table sets forth the components of
our revenue for the periods indicated:

|                   |                             |                   |   |            |         |        |  |            |       |   |   |        |         |  |  |      |       |  
|------------------ | --------------------------- | ----------------- | - | ---------- | ------- | ------ |  | ---------- | ----- | - | - | ------ | ------- |  |  | ---- | ----- | -
|                   |                             |                  
|                   |                             | Nine Months Ended
|                   |                             | September 30,    
|                   |                             |                  
|                   |                             |                   |   |           
|                   |                             | 2002              |   | 2001      
|                   |                             |                   |   |           
|                   |                             | Amount            |   | Percentage |         | Amount |  | Percentage
|                   |                             |                   |   |            |         |        |  |           
|                   |                             |                  
|                   |                             | ($ in thousands) 
|Operating revenue: |                             |                   |   |            |         |        |  |            |       |   |   |        |         |  |  |     
|                   | Service revenue             |                   | $ | 110,291    |         |        |  | 73.0       | %     |   | $ | 99,844 |         |  |  | 71.8 | %    
|                   | Roaming revenue             |                   |   | 36,031     |         |        |  | 23.9       | %     |   |   | 33,909 |         |  |  | 24.4 | %    
|                   | Equipment and other revenue |                   |   | 4,747      |         |        |  | 3.1        | %     |   |   | 5,264  |         |  |  | 3.8  | %    
|                   |                             |                   |   |            |         |        |  |            |       |   |   |        |         |  |  |     
|                   |                             | Total             |   | $          | 151,069 |        |  |            | 100.0 | % |   | $      | 139,017 |  |  |      | 100.0 | %
|                   |                             |                   |   |            |         |        |  |            |       |   |   |        |         |  |  |     

For the nine months ended September 30,
2002, our service revenue increased $10.5 million, or
10.5%, to $110.3 million from $99.8 million for the
nine months ended September 30, 2001. This increase was
attributable to increased market penetration and subscriber
usage. Our subscriber base increased 13% to 312,900 at
September 30, 2002 from 277,000 at September 30, 2001.
Our average monthly service revenue per subscriber decreased to
$41 for the nine months ended September 30, 2002 compared
to $42 for the nine months ended September 30, 2001, as a
result of increased competition and market pressure. On
September 30, 2002, 87.6% of our subscriber base was on
digital rate plans compared to 72.2% at September 30, 2001.
Our digital subscribers tend to use more minutes in a larger
home area than our analog subscribers.

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For the nine months ended September 30,
2002, our roaming revenue increased $2.1 million, or 6.3%,
to $36.0 million from $33.9 million for the nine
months ended September 30, 2001. This increase was
primarily attributable to a 41.6% increase in roaming minutes in
our markets due to expanded coverage areas and increased usage,
offset by a 24.9% decline in our roaming revenue per
minute-of-use.

For the nine months ended September 30,
2002, our equipment and other revenue decreased
$0.6 million, or 9.8%, to $4.7 million from
$5.3 million for the nine months ended September 30,
2001 despite the fact that our total gross subscriber additions
have continued to increase. The decline in revenue is due to the
slow-down in the migration of existing subscribers from analog
to digital service.

Cost of service.For
the nine months ended September 30, 2002, our total cost of
service increased $1.3 million, or 4.2%, to
$33.8 million from $32.5 million for the comparable
period in 2001. During the nine months ended September 30,
2002, roaming costs accounted for approximately 47% of our total
cost of service. These roaming costs decreased by
$0.9 million for the nine months ended September 30,
2002, compared to the same period in 2001. This resulted from a
21% decline in rates charged by third-party wireless providers,
resulting from new lower rate agreements, offset by a 20%
increase in the minutes used by our subscribers on those
providers networks. In addition to the roaming costs, the
remaining portions of our total cost of service are the costs
related to operating our wireless network. These costs increased
in total by $2.2 million, as a result of an increase in
network costs such as leased circuits, interconnection charges
and wholesale toll charges of approximately $2.0 million,
an increase in cost of features totaling approximately
$0.3 million, and an approximate $0.6 million increase
in rent related to our cell sites, offset by a decrease of
approximately $0.7 million from reduced repairs and
maintenance costs related to our cell sites. Network costs have
increased due to increased minutes-of-use on our networks.

Cost of equipment.For the nine months ended
September 30, 2002, our cost of equipment decreased
$2.2 million, or 13.5%, to $13.8 million from
$16.0 million for the nine months ended September 30,
2001, primarily as a result of decreases in the number of phones
sold due to the slow-down in the migration of subscribers from
analog to digital service. We migrated 9,100 subscribers
from analog to digital during the nine months ended
September 30, 2002, compared to 28,200 subscribers for
the same period in 2001.

Marketing and selling costs.For the nine months ended
September 30, 2002, our marketing and selling costs
increased $0.2 million, or 1.1% to $19.0 million from
$18.8 million for the comparable period in 2001. This
increase was the result of an increase in gross subscriber
additions, which totaled 65,900 for the nine months ended
September 30, 2002 compared to gross subscriber additions
of 63,000 for the nine months ended September 30, 2001.

General and administrative costs.For the nine months ended
September 30, 2002, our general and administrative costs
decreased $0.2 million, or 1.1%, to $20.8 million from
$21.0 million for the nine months ended September 30,
2001. Our overall monthly general and administrative costs per
average subscriber decreased to $8 for the nine months ended
September 30, 2002 compared to $9 for the nine months ended
September 30, 2001. This decrease in general and
administrative costs per subscriber was primarily from continued
efficiencies gained from centralized administrative functions
with our parent, Dobson Communications, and increased economies
of scale.

Depreciation and amortization expense.For the nine months ended
September 30, 2002, our depreciation and amortization
expense decreased $35.5 million, or 62.9%, to
$21.0 million from $56.5 million for the comparable
period in 2001. This decrease is a result of implementing SFAS
No. 142, Goodwill and Other Intangible Assets,
which required companies to stop amortizing existing goodwill
and intangible assets with indefinite lives effective
January 1, 2002. Under this new rule, we treat our wireless
license acquisition costs as indefinite life intangible assets.
For the nine months ended September 30, 2001, the aggregate
amount of amortization expense attributable to our wireless
license acquisition costs was approximately $35.9 million.

Interest expense.For the nine months ended
September 30, 2002, our interest expense decreased
$10.2 million, or 23.1%, to $33.9 million from
$44.1 million for the nine months ended September 30,
2001. This decrease is a result of lower variable interest rates
and the reduction of the outstanding balance on our revolving
credit facility.

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Cumulative effect of change in accounting
principle.For the nine months ended
September 30, 2002, we recognized an impairment on our
wireless license acquisition costs of approximately
$137.8 million, net of tax benefit, as a result of
implementing SFAS No. 142 Goodwill and Other
Intangible Assets.

Net loss.For the
nine months ended September 30, 2002, our net loss was
$132.5 million. Our net loss increased $102.2 million,
or 337.0%, from $30.3 million for the nine months ended
September 30, 2001. This increase in net loss was primarily
a result of our impairment recognized with the implementation of
SFAS No. 142, offset by decreases in depreciation and
amortization expense and interest expense, as described above.

Liquidity and Capital Resources

We have required, and will likely continue to
require, substantial capital to further develop, expand and
upgrade our wireless systems and those we may acquire. We have
financed our operations through cash flows from operating
activities, capital contributions from our parent, bank debt and
the sale of debt securities.

At September 30, 2002, we had a working
capital deficit of $17.0 million (a ratio of current assets
to current liabilities of 0.7:1) and an unrestricted cash
balance of $3.9 million, which compares to working capital
deficit of $5.9 million (a ratio of current assets to
current liabilities of 0.8:1) and an unrestricted cash balance
of $4.3 million at December 31, 2001.

Our net cash provided by operating activities
totaled $33.7 million for the nine months ended
September 30, 2002 compared to $11.9 million for the
nine months ended September 30, 2001. The increase is
primarily due to the increase in our operating income and
decreased interest expense.

Our net cash used in investing activities totaled
$18.8 million for the nine months ended September 30,
2002 compared to $29.2 million for the nine months ended
September 30, 2001. The decrease of $10.4 million
related primarily to an increase in capital expenditures offset
by a decrease in payable-affiliates. Capital expenditures for
the nine months ended September 30, 2002 were
$17.2 million compared to $19.9 million for the nine
months ended September 30, 2001.

Net cash used in financing activities was
$15.3 million for the nine months ended September 30,
2002 compared to net cash provided by financing activities of
$11.0 million for the nine months ended September 30,
2001. Financing activity uses for the nine months ended
September 30, 2002 consisted primarily of repayments of
long-term debt of $27.7 million offset by proceeds from
long-term debt of $12.5 million. Financing activity sources
for the nine months ended September 30, 2001, consisted
primarily of proceeds from long-term debt of $58.5 million,
capital contributions from our parent company, Dobson
Communications, of $32.0 million and maturity of restricted
investments of $14.3 million, which were offset by
repayments of long-term debt totaling $93.7 million.

Our capital expenditures were $17.2 million
for the nine months ended September 30, 2002. We have
budgeted approximately $18.0 to $20.0 million for capital
expenditures in 2002. The amount and timing of capital
expenditures may vary depending on the rate at which we expand
and develop our wireless systems and whether we consummate
additional acquisitions.

Through our wholly-owned subsidiary, Sygnet
Wireless, Inc., we have credit facilities, for an aggregate of
$319.7 million, consisting of a $34.8 million
revolving credit facility and $284.9 million of term loan
facilities. Interest on the revolving credit facility and the
term loan facilities is based on a prime rate or a LIBOR
formula, and has ranged between 4.4% and 10.5% since inception.
As of September 30, 2002, the only amounts outstanding were
our term loan facilities totaling $284.9 million, thus we
had $34.8 million of availability under our revolver.
Obligations under our facility are secured by a pledge of the
capital stock of our subsidiary as well as a lien on
substantially all of our assets and the assets of our operating
subsidiary. The credit facility requires that we maintain
certain financial ratios. The failure to maintain such ratios
would constitute an event of default, notwithstanding our
ability to meet our debt service obligations. As of
September 30, 2002, we were in compliance with the required
financial ratios. In addition, our ability to borrow under our
credit facility is limited by the requirement that, on a
quarterly basis, the amount available under our credit facility
will reduce until it terminates. During the nine months ended
September 30, 2002, our

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total scheduled principal payments were
approximately $10.7 million under this facility. During the
remainder of 2002, we will be required to make additional
scheduled principal payments totaling $3.6 million. In
addition, during 2003, we will be required to make additional
scheduled principal payments totaling $28.3 million.


As of September 30, 2002, we had outstanding
$200.0 million principal amount of senior notes that bear
interest at an annual rate of 12.25% and mature in 2008. On
September 30, 2002, our parent, Dobson Communications,
purchased $11.5 million principal amount of our outstanding
senior notes for approximately $8.9 million.

The principal stockholder of Dobson
Communications, Dobson CC Limited Partnership, or DCCLP, and
certain of its affiliates, are parties to credit agreements with
Bank of America, N.A. These credit agreements have aggregate
principal amounts outstanding of approximately $280 million
as of September 30, 2002. To secure their obligations under
these credit agreements, DCCLP and these affiliates individually
pledged certain assets, which include beneficial ownership of
securities representing controlling interests in DCCLP and
Dobson Communications. These loans will mature on March 31,
2003, unless extended. If any of the loans are not paid at
maturity or if an event of default occurs under any of the loan
agreements and the lender elects to foreclose on the collateral,
we could experience a change of control under the indenture
governing our outstanding senior notes. Upon a change of
control, we would be required to offer to purchase our
outstanding senior notes at 101% of the principal amount plus
accrued and unpaid interest. There can be no assurance that we
would have the funds necessary to complete the repurchase. If we
failed to complete the purchase of the tendered senior notes,
the senior noteholders or the indenture trustee would be
entitled to accelerate the maturity of the senior notes. A
foreclosure on DCCLPs pledged shares could also result in
an event of default under the credit facility of Dobson
Operating Company, a subsidiary of Dobson Communications. An
event of default under the Dobson Operating Company credit
facility would result in an event of default under our credit
facility, potentially resulting in the acceleration of all
outstanding indebtedness under our credit facility.

Although we cannot provide you any assurance, we
believe that borrowings under our bank facility and cash flow
from operations will be sufficient to satisfy our capital
expenditure, working capital and debt service obligations for
the next twelve months. We will need to refinance our bank
facility and the senior notes at their maturities, which begin
in 2007. Our ability to do so will depend on, among other
things, our financial condition at the time, the restrictions in
the instruments governing our indebtedness and other factors,
including market conditions beyond our control. The actual
amount and timing of our future capital requirements may differ
materially from our estimates as a result of, among other
things, the demand for our services and regulatory,
technological and competitive developments. Sources of
additional financing may include commercial bank borrowings,
vendor financing and the sale of equity or debt securities. We
cannot assure you that any such financing will be available on
acceptable terms or at all.

Effect of New Accounting Standards

In July 2001, the FASB issued SFAS No. 141,
Business Combinations and No. 142,
Goodwill and Other Intangible Assets. These
standards prohibit the application of the pooling-of-interests
method of accounting for business combinations effective
June 30, 2001 and require companies to cease the
amortization of existing goodwill and intangible assets with
indefinite lives effective January 1, 2002. As a result of
the adoption of SFAS No. 142, we reassessed the useful
lives of our intangible assets. A significant portion of our
intangible assets are classified as Wireless license
acquisition costs, which represents the costs associated
with acquiring our FCC licenses. These licenses allow us to
provide wireless services by giving us the exclusive right to
utilize certain radio frequency spectrum. Although the FCC
licenses are issued for only a fixed time, generally ten years,
these licenses are renewed by the FCC on a routine basis and for
a nominal fee. In addition, we have determined that there are no
legal, regulatory, contractual, competitive, economic or other
factors that limit the useful life of these FCC licenses. As a
result, our wireless license acquisition costs are treated as
indefinite life intangible assets. Therefore, upon implementing
SFAS No. 142 in its entirety on January 1, 2002, we
ceased the amortization of our wireless license acquisition
costs and now test for impairment of our wireless license
acquisition costs at least annually and only adjust the carrying
amount of these intangible assets upon an impairment of the
wireless license acquisition costs. We also determine on an

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annual basis whether facts and circumstances
continue to support an indefinite useful life. During the three
and nine months ended September 30, 2001, we recorded
approximately $7.4 million and $22.2 million of
amortization expense, net of income tax benefit, related to our
wireless license acquisition costs. Without this amortization,
our net loss applicable to common stockholder would have been
$0.1 million and $8.1 million for the three and nine
months ended September 30, 2001.


Through December 31, 2001, our accounting
policy for impairment of long-lived assets was based on the
provisions of SFAS No. 121. In accordance with SFAS
No. 121, our policy was to review the carrying value of
long-lived assets and certain identifiable intangibles whenever
events or changes in circumstances indicate that the carrying
value may not be recoverable. If such circumstances were deemed
to exist, the carrying value of the asset would be compared to
the estimated undiscounted future cash flows generated by the
asset. In accordance with SFAS No. 121, our definite life
assets will continue to be amortized over their estimated useful
lives and are subject to SFAS No. 121 impairment
criteria. As a result of fully implementing SFAS No. 142 on
January 1, 2002, we are now required to evaluate the
carrying value of our indefinite life intangible assets using
their fair values, at least annually. If the carrying amount of
the intangible asset exceeds its fair value, an impairment loss
shall be recognized in an amount equal to that excess.

Upon implementation of SFAS No. 142, we
first performed a comparison of the carrying amount of our
wireless license acquisition costs to the fair value of those
assets. For purposes of this comparison, it is our policy to
aggregate our wireless license acquisition costs. We determined
the fair value of our wireless license acquisition costs based
on their estimated future discounted cashflows. Based on the
comparison, we determined that the carrying amount of our
wireless license acquisition costs exceeded their estimated fair
value. As a result, we recorded a charge in the first quarter of
2002, net of income tax benefit, of approximately
$137.8 million to reflect the write-down of our wireless
license acquisition costs to their fair value.

In July 2001, the FASB issued SFAS No. 143,
Accounting for Asset Retirement Obligations. This
statement provides accounting and reporting standards for costs
associated with the retirement of long-lived assets. It requires
entities to record the fair value of a liability for an asset
retirement obligation in the period in which it is incurred.
When the liability is initially recorded, the entity capitalizes
a cost by increasing the carrying amount of the related
long-lived asset. Over time, the liability is accreted to its
present value each period, and the capitalized cost is
depreciated over the useful life of the related asset. Upon
settlement of the liability, an entity either settles the
obligation for its recorded amount or incurs a gain or loss upon
settlement. We have not yet determined the effect that this new
accounting standard may have on our results of operations,
financial position and cash flows. We will be required to
implement this standard effective January 1, 2003.

In October 2001, the FASB issued SFAS
No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets. This statement replaces
SFAS No. 121, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of. However, it maintains the fundamental provisions of
SFAS No. 121 for recognition and measurement of the
impairment of long-lived assets to be held and used and for
measurement of long-lived assets to be disposed of by sale. This
statement applies to all long-lived assets, including
discontinued operations, and replaces the provisions of APB
Opinion No. 30, Reporting the Results of
Operations  Reporting the Effects of Disposal of a
Segment of a Business, for the disposal of segments of a
business. This statement requires that those long-lived assets
be measured at the lower of carrying amount or fair value less
cost to sell. We implemented this standard in the fourth quarter
of 2001, effective January 1, 2001, with no impact to our
financial statements.

In April 2002, the FASB issued SFAS No. 145,
Rescission of FASB Statements No. 4, 44, and 64,
Amendment of FASB Statement No. 13, and Technical
Corrections. SFAS No. 145 will be effective for
fiscal years beginning after May 15, 2002, and upon
adoption, we must reclassify extraordinary losses on
extinguishment of debt as interest expense in the prior periods
that have had extraordinary losses on debt extinguishments.

In July 2002, the FASB issued SFAS No. 146,
Accounting for Costs Associated with Exit or Disposal
Activities. The provisions of SFAS No. 146 are
effective for exit or disposal activities that are initiated
after

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December 31, 2002. We do not expect the
adoption of SFAS No. 146 to have a material effect on our
financial condition or operations.


Forward-Looking Statements

The description of our plans set forth herein,
including planned capital expenditures and acquisitions, are
forward-looking statements made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of
1995. These plans involve a number of risks and uncertainties.
Important factors that could cause actual capital expenditures,
acquisition activity or our performance to differ materially
from the plans include, without limitation, our ability to
satisfy the financial covenants of our outstanding debt
instruments and to raise additional capital; our ability to
manage our rapid growth successfully and to compete effectively
in our wireless business against competitors with greater
financial, technical, marketing and other resources; changes in
end-user requirements and preferences; the development of other
technologies and products that may gain more commercial
acceptance than those of ours; and adverse regulatory changes.
Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date
hereof. We undertake no obligation to update or revise these
forward-looking statements to reflect events or circumstances
after the date hereof including, without limitation, changes in
our business strategy or planned capital expenditures, or to
reflect the occurrence of unanticipated events.




Item 3.     Quantitative
and Qualitative Disclosure About Market Risk

Our primary market risk relates to changes in
interest rates. Market risk is the potential loss arising from
adverse changes in market prices and rates, including interest
rates. We do not enter into derivatives or other financial
instruments for trading or speculative purposes. The objective
of our financial risk management is to minimize the negative
impact of interest rate fluctuations on our earnings and equity.
We currently are not involved with any derivatives or other
financial instruments.

At September 30, 2002, we had long-term debt
outstanding of $484.9 million, of which,
$284.9 million bears interest at floating rates. These
rates averaged 5.0% for the nine months ended September 30,
2002. One percentage point of an interest rate adjustment would
change our interest expense on an annual basis by approximately
$2.8 million.




Item 4.     Controls
and Procedures

Within the 90-day period prior to the filing of
this report, an evaluation was performed under the supervision
and with the participation of our management, including the
Chief Executive Officer (CEO) and Chief Financial Officer
(CFO), of the effectiveness of the design and operation of our
disclosure controls and procedures (as defined in Rule 13a-14(c)
under the Securities Exchange Act of 1934). Based on that
evaluation, our management, including the CEO and CFO, concluded
that our disclosure controls and procedures were effective.

There have been no significant changes in our
internal controls or in other factors that could significantly
affect these controls subsequent to the date of their evaluation.

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PART II

OTHER INFORMATION






Item 1.     Legal
Proceedings


See Item 1, Part 3. of our
Form 10-K for the fiscal year ended December 31, 2001.




Item 2.     Changes
in Securities and Use of Proceeds

Not applicable




Item 3.     Defaults
Upon Senior Securities

Not applicable




Item 4.     Submission
of Matters to a Vote of Security Holders

Not applicable




Item 5.     Other
Information

Not applicable




Item 6.     Exhibits
and Reports on Form 8-K

(a) Exhibits

The following exhibits are filed as a part of
this report:

|        |    |             |  |                                                                                                                                                                                                                                                                                                                                                      |  |  |             | 
|------- | -- | ----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ----------- | 
|Exhibit |    |             |  | Method                                                                                                                                                                                                                                                                                                                                              
|Numbers |    | Description |  | of Filing                                                                                                                                                                                                                                                                                                                                           
|        |    |             |  |                                                                                                                                                                                                                                                                                                                                                     
|        | 3  | .1          |  | Registrants Amended Certificate of
    Incorporation.                                                                                                                                                                                                                                                                                               |  |  | (2)[3.1]    | 
|        | 3  | .2          |  | Registrants Amended Bylaws.                                                                                                                                                                                                                                                                                                                         |  |  | (2)[3.2]    | 
|        | 4  | .1          |  | Indenture dated December 23, 1998 between
    Registrant, as Issuer, and United States Trust Company of New
    York, as Trustee                                                                                                                                                                                                                     |  |  | (1)[4.1]    | 
|        | 4  | .2          |  | Form of Note under Indenture (contained in
    Exhibit 4.1 hereto).                                                                                                                                                                                                                                                                                  |  |  | (1)[4.1]    | 
|        | 4  | .3          |  | Pledge Agreement dated December 23, 1998
    between Registrant, as Pledgor, and NationsBanc Montgomery
    Securities LLC, Lehman Brothers, Inc., First Union Capital
    Markets, a division of Wheat First Securities, Inc. and
    TD Securities (USA) Inc., as Initial Purchasers, and United
    States Trust Company of New York, as Trustee. |  |  | (2)[4.3]    | 
|        | 4  | .4          |  | Credit Agreement among the Agents and Lenders
    named therein and Sygnet Wireless, Inc. (f/k/a Dobson/ Sygnet
    Operating Company), dated as of December 23, 1998.                                                                                                                                                                               |  |  | (2)[4.5]    | 
|        | 4  | .4.1        |  | First Amendment to Credit Agreement dated
    February 9, 1999.                                                                                                                                                                                                                                                                                      |  |  | (4)         | 
|        | 4  | .4.2        |  | Second Amendment to Credit Agreement dated
    March 19, 1999.                                                                                                                                                                                                                                                                                       |  |  | (4)         | 
|        | 4  | .4.3        |  | Third Amendment to Credit Agreement dated
    May 28, 1999.                                                                                                                                                                                                                                                                                          |  |  | (4)         | 
|        | 4  | .4.4        |  | Fourth Amendment to Credit Agreement dated
    July 28, 2000.                                                                                                                                                                                                                                                                                        |  |  | (4)         | 
|        | 4  | .4.5        |  | Fifth Amendment to Credit Agreement dated
    August 11, 2000.                                                                                                                                                                                                                                                                                       |  |  | (4)         | 
|        | 10 | .1.1        |  | Cellular One License Agreement effective
    December 23, 1998, between Cellular One Group and Sygnet
    Communications, Inc. f/k/a Erie Cellular Telephone Company, as
    amended December 23, 1998.                                                                                                                                              |  |  | (2)[10.3]   | 
|        | 10 | .1.2        |  | Cellular One License Agreement, effective as of
    December 23, 1998, between Cellular One Group and Sygnet
    Communications, Inc. (PA-1).                                                                                                                                                                                                        |  |  | (2)[10.3.2] | 

18



---



##### Table of Contents



|        |    |             |  |                                                                                                                                                     |  |  |             | 
|------- | -- | ----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ----------- | 
|Exhibit |    |             |  | Method                                                                                                                                             
|Numbers |    | Description |  | of Filing                                                                                                                                          
|        |    |             |  |                                                                                                                                                    
|        | 10 | .1.3        |  | Cellular One License Agreement, effective as of
    December 23, 1998, between Cellular One Group and Sygnet
    Communications, Inc. (PA-6).       |  |  | (2)[10.3.3] | 
|        | 10 | .1.4        |  | Cellular One License Agreement, effective as of
    January 30, 1997, between Cellular One Group and Sygnet
    Communications, Inc. (PA-7).        |  |  | (2)[10.3.4] | 
|        | 10 | .1.5        |  | Cellular One License Agreement, effective as of
    January 1, 1997, between Cellular One Group and Sygnet
    Communications, Inc. (NY-3).         |  |  | (2)[10.3.5] | 
|        | 10 | .1.6        |  | Cellular One License Agreement, effective as of
    June 14, 1999, between Cellular One Group and Sygnet
    Communications, Inc. (Sharon MSA).     |  |  | (3)[10.1.6] | 
|        | 10 | .1.7        |  | Cellular One License Agreement, effective as of
    June 14, 1999, between Cellular One Group and Sygnet
    Communications, Inc. (Youngstown MSA). |  |  | (3)[10.1.7] | 



---



|    |                                                                                                                                                                                                                                  
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Filed as an exhibit to the Current Report on
    Form 8-K of Dobson Communications Corporation (333-23769)
    filed on January 7, 1999, as the exhibit number indicated
    in brackets and incorporated by reference herein.   
|   
|(2) | Filed as an exhibit to Dobson/ Sygnet
    Communications Companys Registration Statement on
    Form S-4 (Registration No. 333-71051), as the exhibit
    number indicated in brackets and incorporated by reference
    herein.
|   
|(3) | Filed as an exhibit to the Registrants
    Annual Report on Form 10-K for the year ended
    December 31, 2001, as the exhibit number indicated in
    brackets and incorporated by reference herein.                           
|   
|(4) | Filed herein.                                                                                                                                                                                                                    

(b) Reports on Form 8-K

Not applicable.

19



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##### Table of Contents






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.



| |                                      
| | -------------------------------------
| | DOBSON/ SYGNET COMMUNICATIONS COMPANY

|                        |  |                                                                                                                                                             |  | 
|----------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
|                       
|Date: November 14, 2002 |  | /s/ EVERETT R. DOBSON
    -----------------------------------------------------
     Everett R. DobsonChairman of the Board and
    Chief Executive Officer

|                        |  |                                                                                                                                                                                          |  | 
|----------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
|                       
|Date: November 14, 2002 |  | /s/ BRUCE R. KNOOIHUIZEN
    -----------------------------------------------------
     Bruce R. KnooihuizenVice President and Chief Financial Officer
    (principal financial officer)

20



---



##### Table of Contents






CERTIFICATIONS FOR FORM 10-Q

I, Everett R. Dobson, Chairman of the Board and
Chief Executive Officer, certify that:



| |                                                                                                                                                                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. I have reviewed this quarterly report on
    Form 10-Q of Dobson/ Sygnet Communications Company (the
    registrant);                                                                                                                                                                                                                           
|
| | 2. Based on my knowledge, this quarterly
    report does not contain any untrue statement of a material fact
    or omit to state a material fact necessary to make the
    statements made, in light of the circumstances under which such
    statements were made, not misleading with respect to the period
    covered by this quarterly report;
|
| | 3. Based on my knowledge, the financial
    statements, and other financial information included in this
    quarterly report, fairly present in all material respects the
    financial condition, results of operations and cash flows of the
    registrant as of, and for, the periods presented in this
    quarterly report;                   
|
| | 4. The registrants other certifying
    officers and I are responsible for establishing and maintaining
    disclosure controls and procedures (as defined in Exchange Act
    Rules 13a-14 and 15d-14) for the registrant and we have:                                                                                                             



| |                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) designed such disclosure controls and
    procedures to ensure that material information relating to the
    registrant, including its consolidated subsidiaries, is made
    known to us by others within those entities, particularly during
    the period in which this quarterly report is being prepared;
|
| | (b) evaluated the effectiveness of the
    registrants disclosure controls and procedures as of a
    date within 90 days prior to the filing date of this quarterly
    report (the Evaluation Date); and                                                                                                      
|
| | (c) presented in this quarterly report our
    conclusions about the effectiveness of the disclosure controls
    and procedures based on our evaluation as of the Evaluation Date;                                                                                                                                



| |                                                                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 5. The registrants other certifying
    officers and I have disclosed, based on our most recent
    evaluation, to the registrants auditors and the audit
    committee of registrants board of directors (or persons
    performing the equivalent function):



| |                                                                                                                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) all significant deficiencies in the
    design or operation of internal controls which could adversely
    affect the registrants ability to record, process,
    summarize and report financial data and have identified for the
    registrants auditors any material weaknesses in internal
    controls; and
|
| | (b) any fraud, whether or not material, that
    involves management or other employees who have a significant
    role in the registrants internal controls; and                                                                                                                                                    



| |                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 6. The registrants other certifying
    officers and I have indicated in this quarterly report whether
    or not there were significant changes in internal controls or in
    other factors that could significantly affect internal controls
    subsequent to the date of our most recent evaluation, including
    any corrective actions with regard to significant deficiencies
    and material weaknesses



| |                                      
| | -------------------------------------
| | DOBSON/ SYGNET COMMUNICATIONS COMPANY

|                        |  |                                                                                                  |  | 
|----------------------- |  | ------------------------------------------------------------------------------------------------ |  | 
|                       
|Date: November 14, 2002 |  | By: /s/ EVERETT R. DOBSON Everett R. DobsonChairman of the Board and
    Chief Executive Officer

21



---



##### Table of Contents






CERTIFICATIONS FOR FORM 10-Q

I, Bruce R. Knooihuizen, Vice President and
Chief Financial Officer, certify that:



| |                                                                                                                                                                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. I have reviewed this quarterly report on
    Form 10-Q of Dobson/ Sygnet Communications Company (the
    registrant);                                                                                                                                                                                                                           
|
| | 2. Based on my knowledge, this quarterly
    report does not contain any untrue statement of a material fact
    or omit to state a material fact necessary to make the
    statements made, in light of the circumstances under which such
    statements were made, not misleading with respect to the period
    covered by this quarterly report;
|
| | 3. Based on my knowledge, the financial
    statements, and other financial information included in this
    quarterly report, fairly present in all material respects the
    financial condition, results of operations and cash flows of the
    registrant as of, and for, the periods presented in this
    quarterly report;                   
|
| | 4. The registrants other certifying
    officers and I are responsible for establishing and maintaining
    disclosure controls and procedures (as defined in Exchange Act
    Rules 13a-14 and 15d-14) for the registrant and we have:                                                                                                             



| |                                                                                                                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a. designed such disclosure controls and
    procedures to ensure that material information relating to the
    registrant, including its consolidated subsidiaries, is made
    known to us by others within those entities, particularly during
    the period in which this quarterly report is being prepared;
|
| | b. evaluated the effectiveness of the
    registrants disclosure controls and procedures as of a
    date within 90 days prior to the filing date of this quarterly
    report (the Evaluation Date); and                                                                                                      
|
| | c. presented in this quarterly report our
    conclusions about the effectiveness of the disclosure controls
    and procedures based on our evaluation as of the Evaluation Date;                                                                                                                                



| |                                                                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 5. The registrants other certifying
    officers and I have disclosed, based on our most recent
    evaluation, to the registrants auditors and the audit
    committee of registrants board of directors (or persons
    performing the equivalent function):



| |                                                                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a. all significant deficiencies in the
    design or operation of internal controls which could adversely
    affect the registrants ability to record, process,
    summarize and report financial data and have identified for the
    registrants auditors any material weaknesses in internal
    controls; and
|
| | b. any fraud, whether or not material, that
    involves management or other employees who have a significant
    role in the registrants internal controls; and                                                                                                                                                    



| |                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 6. The registrants other certifying
    officers and I have indicated in this quarterly report whether
    or not there were significant changes in internal controls or in
    other factors that could significantly affect internal controls
    subsequent to the date of our most recent evaluation, including
    any corrective actions with regard to significant deficiencies
    and material weaknesses



| |                                      
| | -------------------------------------
| | DOBSON/ SYGNET COMMUNICATIONS COMPANY

|                        |  |                                                                                             |  | 
|----------------------- |  | ------------------------------------------------------------------------------------------- |  | 
|                       
|Date: November 14, 2002 |  | By: /s/ BRUCE R. KNOOIHUIZEN Bruce R. KnooihuizenVice President and Chief Financial Officer

22



---



##### Table of Contents



INDEX TO EXHIBITS

|        |    |             |  |                                                                                                                                                                                                                                                                                                                                                      |  |  |             | 
|------- | -- | ----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ----------- | 
|Exhibit |    |             |  | Method                                                                                                                                                                                                                                                                                                                                              
|Numbers |    | Description |  | of Filing                                                                                                                                                                                                                                                                                                                                           
|        |    |             |  |                                                                                                                                                                                                                                                                                                                                                     
|        | 3  | .1          |  | Registrants Amended Certificate of
    Incorporation.                                                                                                                                                                                                                                                                                               |  |  | (2)[3.1]    | 
|        | 3  | .2          |  | Registrants Amended Bylaws.                                                                                                                                                                                                                                                                                                                         |  |  | (2)[3.2]    | 
|        | 4  | .1          |  | Indenture dated December 23, 1998 between
    Registrant, as Issuer, and United States Trust Company of New
    York, as Trustee                                                                                                                                                                                                                     |  |  | (1)[4.1]    | 
|        | 4  | .2          |  | Form of Note under Indenture (contained in
    Exhibit 4.1 hereto).                                                                                                                                                                                                                                                                                  |  |  | (1)[4.1]    | 
|        | 4  | .3          |  | Pledge Agreement dated December 23, 1998
    between Registrant, as Pledgor, and NationsBanc Montgomery
    Securities LLC, Lehman Brothers, Inc., First Union Capital
    Markets, a division of Wheat First Securities, Inc. and
    TD Securities (USA) Inc., as Initial Purchasers, and United
    States Trust Company of New York, as Trustee. |  |  | (2)[4.3]    | 
|        | 4  | .4          |  | Credit Agreement among the Agents and Lenders
    named therein and Sygnet Wireless, Inc. (f/k/a Dobson/ Sygnet
    Operating Company), dated as of December 23, 1998.                                                                                                                                                                               |  |  | (2)[4.5]    | 
|        | 4  | .4.1        |  | First Amendment to Credit Agreement dated
    February 9, 1999.                                                                                                                                                                                                                                                                                      |  |  | (4)         | 
|        | 4  | .4.2        |  | Second Amendment to Credit Agreement dated
    March 19, 1999.                                                                                                                                                                                                                                                                                       |  |  | (4)         | 
|        | 4  | .4.3        |  | Third Amendment to Credit Agreement dated
    May 28, 1999.                                                                                                                                                                                                                                                                                          |  |  | (4)         | 
|        | 4  | .4.4        |  | Fourth Amendment to Credit Agreement dated
    July 28, 2000.                                                                                                                                                                                                                                                                                        |  |  | (4)         | 
|        | 4  | .4.5        |  | Fifth Amendment to Credit Agreement dated
    August 11, 2000.                                                                                                                                                                                                                                                                                       |  |  | (4)         | 
|        | 10 | .1.1        |  | Cellular One License Agreement effective
    December 23, 1998, between Cellular One Group and Sygnet
    Communications, Inc. f/k/a Erie Cellular Telephone Company, as
    amended December 23, 1998.                                                                                                                                              |  |  | (2)[10.3]   | 
|        | 10 | .1.2        |  | Cellular One License Agreement, effective as of
    December 23, 1998, between Cellular One Group and Sygnet
    Communications, Inc. (PA-1).                                                                                                                                                                                                        |  |  | (2)[10.3.2] | 
|        | 10 | .1.3        |  | Cellular One License Agreement, effective as of
    December 23, 1998, between Cellular One Group and Sygnet
    Communications, Inc. (PA-6).                                                                                                                                                                                                        |  |  | (2)[10.3.3] | 
|        | 10 | .1.4        |  | Cellular One License Agreement, effective as of
    January 30, 1997, between Cellular One Group and Sygnet
    Communications, Inc. (PA-7).                                                                                                                                                                                                         |  |  | (2)[10.3.4] | 
|        | 10 | .1.5        |  | Cellular One License Agreement, effective as of
    January 1, 1997, between Cellular One Group and Sygnet
    Communications, Inc. (NY-3).                                                                                                                                                                                                          |  |  | (2)[10.3.5] | 
|        | 10 | .1.6        |  | Cellular One License Agreement, effective as of
    June 14, 1999, between Cellular One Group and Sygnet
    Communications, Inc. (Sharon MSA).                                                                                                                                                                                                      |  |  | (3)[10.1.6] | 
|        | 10 | .1.7        |  | Cellular One License Agreement, effective as of
    June 14, 1999, between Cellular One Group and Sygnet
    Communications, Inc. (Youngstown MSA).                                                                                                                                                                                                  |  |  | (3)[10.1.7] | 



---



|    |                                                                                                                                                                                                                                  
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Filed as an exhibit to the Current Report on
    Form 8-K of Dobson Communications Corporation (333-23769)
    filed on January 7, 1999, as the exhibit number indicated
    in brackets and incorporated by reference herein.   
|   
|(2) | Filed as an exhibit to Dobson/ Sygnet
    Communications Companys Registration Statement on
    Form S-4 (Registration No. 333-71051), as the exhibit
    number indicated in brackets and incorporated by reference
    herein.
|   
|(3) | Filed as an exhibit to the Registrants
    Annual Report on Form 10-K for the year ended
    December 31, 2001, as the exhibit number indicated in
    brackets and incorporated by reference herein.                           
|   
|(4) | Filed herein.