##### Table of Contents









SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549




---

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 June 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. 333-59322 and
333-63454



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American Cellular Corporation

(Exact name of registrant as specified in its
charter)


|                                                                                           |  |                                         
|------------------------------------------------------------------------------------------ |  | ----------------------------------------
|Delaware                                                                                   |  | 22-3043811                              
|(State or other jurisdiction of
    incorporation or organization)                         |  | (I.R.S. Employer
    Identification No.)
|                                                                                          
|14201 Wireless Way
    Oklahoma City, Oklahoma(Address of principal executive
    offices) |  | 73134(Zip Code)                         

(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
requirement of Section 13 or 15(d) of the Securities Exchange
Act of 1934, but files reports required by those sections
pursuant to contractual obligations.

As of August 2, 2002, there were
100 shares of registrants $.01 par value
Class A Common Stock outstanding, which are owned of record
by ACC Acquisition LLC, which is equally and beneficially owned
by Dobson Communications Corporation and AT&T Wireless, Inc.



---






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TABLE OF CONTENTS



|                                                                                                           |  |  |  |  |  |  |  | 
|---------------------------------------------------------------------------------------------------------- |  |  |  |  |  |  |  | 
|INDEX TO FORM 10-Q                                                                                        
|CONDENSED CONSOLIDATED BALANCE SHEETS                                                                     
|CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS                                                           
|CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS (DEFICIT) EQUITY For the six months ended June 30, 2002
|CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS                                                           
|NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)                                          
|PART II. OTHER INFORMATION                                                                                
|SIGNATURES                                                                                                



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##### Table of Contents



AMERICAN CELLULAR CORPORATION






INDEX TO FORM 10-Q


|                              |   |  |  |                                                                                                               |  |  |    | 
|----------------------------- | - |  |  | ------------------------------------------------------------------------------------------------------------- |  |  | -- | 
|Item                          |   |  |  |                                                                                                              
|Number                        |   |  |  | Page                                                                                                         
|                              |   |  |  |                                                                                                              
|PART I. FINANCIAL INFORMATION
|                              | 1 |  |  | Condensed Consolidated Financial Statements
    (Unaudited):                                                  |  |  |    | 
|                              |   |  |  | Condensed Consolidated Balance Sheets as of
    June 30, 2002 and December 31, 2001                           |  |  | 2  | 
|                              |   |  |  | Condensed Consolidated Statements of Operations
    for the Three and Six Months Ended June 30, 2002 and 2001 |  |  | 3  | 
|                              |   |  |  | Condensed Consolidated Statement of
    Stockholders Equity for the Six Months Ended June 30,
    2002       |  |  | 4  | 
|                              |   |  |  | Condensed Consolidated Statements of Cash Flows
    for the Six Months Ended June 30, 2002 and 2001           |  |  | 5  | 
|                              |   |  |  | Notes to Condensed Consolidated Financial
    Statements                                                      |  |  | 6  | 
|                              | 2 |  |  | Managements Discussion and Analysis of
    Financial Condition and Results of Operations                     |  |  | 12 | 
|                              | 3 |  |  | Quantitative and Qualitative Disclosure about
    Market Risk                                                 |  |  | 22 | 
|PART II. OTHER INFORMATION   
|                              | 1 |  |  | Legal Proceedings                                                                                             |  |  | 23 | 
|                              | 2 |  |  | Changes in Securities and Use of Proceeds                                                                     |  |  | 23 | 
|                              | 3 |  |  | Defaults Upon Senior Securities                                                                               |  |  | 23 | 
|                              | 4 |  |  | Submission of Matters to a Vote of Security
    Holders                                                       |  |  | 23 | 
|                              | 5 |  |  | Other Information                                                                                             |  |  | 23 | 
|                              | 6 |  |  | Exhibits and Reports on Form 8-K                                                                              |  |  | 23 | 

1



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##### Table of Contents



PART I.

FINANCIAL INFORMATION

Item 1.     Financial
Statements

AMERICAN CELLULAR CORPORATION AND
SUBSIDIARIES






CONDENSED CONSOLIDATED BALANCE
SHEETS


|                                                   |                                                                                                        |                                                          |             |               |               |   |             |               |               | 
|-------------------------------------------------- | ------------------------------------------------------------------------------------------------------ | -------------------------------------------------------- | ----------- | ------------- | ------------- | - | ----------- | ------------- | ------------- | 
|                                                   |                                                                                                        | June 30,                                                 |             | December 31, 
|                                                   |                                                                                                        | 2002                                                     |             | 2001         
|                                                   |                                                                                                        |                                                          |             |              
|                                                   |                                                                                                        | (Unaudited)                                              |             |              
|ASSETS                                            
|Current Assets:                                    |                                                                                                        |                                                          |             |               |               |   |             |              
|                                                   | Cash and cash equivalents                                                                              |                                                          | $           | 4,715,330     |               |   | $           | 5,962,148     |              
|                                                   | Accounts receivable, net                                                                               |                                                          |             | 47,313,148    |               |   |             | 43,548,758    |              
|                                                   | Restricted cash and investments                                                                        |                                                          |             | 66,307,955    |               |   |             | 65,678,101    |              
|                                                   | Inventory                                                                                              |                                                          |             | 5,050,061     |               |   |             | 8,013,595     |              
|                                                   | Prepaid expenses and other                                                                             |                                                          |             | 8,586,964     |               |   |             | 7,983,596     |              
|                                                   |                                                                                                        |                                                          |             |               |               |   |             |              
|                                                   |                                                                                                        | Total current assets                                     |             |               | 131,973,458   |   |             |               | 131,186,198   | 
|                                                   |                                                                                                        |                                                          |             |               |               |   |             |              
|Property, Plant and Equipment, net                 |                                                                                                        |                                                          | 205,663,038 |               |               |   | 203,168,050 |              
|                                                   |                                                                                                        |                                                          |             |               |               |   |             |              
|Other Assets:                                      |                                                                                                        |                                                          |             |               |               |   |             |              
|                                                   | Restricted investments                                                                                 |                                                          |             | 8,235,245     |               |   |             | 32,184,495    |              
|                                                   | Wireless license acquisition costs, net                                                                |                                                          |             | 569,168,796   |               |   |             | 1,039,523,681 |              
|                                                   | Goodwill, net                                                                                          |                                                          |             | 700,106,989   |               |   |             | 1,077,123,680 |              
|                                                   | Deferred financing costs, net                                                                          |                                                          |             | 43,417,531    |               |   |             | 45,166,918    |              
|                                                   | Customer list, net                                                                                     |                                                          |             | 25,429,129    |               |   |             | 30,318,297    |              
|                                                   | Other non-current assets                                                                               |                                                          |             | 551,938       |               |   |             | 504,391       |              
|                                                   | Assets of discontinued operations                                                                      |                                                          |             |              |               |   |             | 139,854,463   |              
|                                                   |                                                                                                        |                                                          |             |               |               |   |             |              
|                                                   |                                                                                                        | Total other assets                                       |             |               | 1,346,909,628 |   |             |               | 2,364,675,925 | 
|                                                   |                                                                                                        |                                                          |             |               |               |   |             |              
|                                                   |                                                                                                        | Total assets                                             |             | $             | 1,684,546,124 |   |             | $             | 2,699,030,173 | 
|                                                   |                                                                                                        |                                                          |             |               |               |   |             |              
|LIABILITIES AND STOCKHOLDERS
    (DEFICIT) EQUITY
|Current Liabilities:                               |                                                                                                        |                                                          |             |               |               |   |             |              
|                                                   | Accounts payable                                                                                       |                                                          | $           | 23,069,604    |               |   | $           | 21,375,257    |              
|                                                   | Accounts payable  affiliates                                                                          |                                                          |             | 19,590,171    |               |   |             | 17,729,679    |              
|                                                   | Accrued expenses                                                                                       |                                                          |             | 14,155,857    |               |   |             | 10,475,570    |              
|                                                   | Accrued interest payable                                                                               |                                                          |             | 23,666,888    |               |   |             | 31,308,522    |              
|                                                   | Deferred revenue and customer deposits                                                                 |                                                          |             | 10,779,136    |               |   |             | 11,745,161    |              
|                                                   | Current portion of long-term debt                                                                      |                                                          |             | 1,609,447,291 |               |   |             | 46,909,091    |              
|                                                   |                                                                                                        |                                                          |             |               |               |   |             |              
|                                                   |                                                                                                        | Total current liabilities                                |             |               | 1,700,708,947 |   |             |               | 139,543,280   | 
|                                                   |                                                                                                        |                                                          |             |               |               |   |             |              
|Other Liabilities:                                 |                                                                                                        |                                                          |             |               |               |   |             |              
|                                                   | Long-term debt, net of current portion                                                                 |                                                          |             |              |               |   |             | 1,760,208,032 |              
|                                                   | Deferred tax liabilities                                                                               |                                                          |             | 51,684,804    |               |   |             | 186,382,124   |              
|                                                   | Liabilities of discontinued operations                                                                 |                                                          |             |              |               |   |             | 7,495,882     |              
|                                                   | Other non-current liabilities                                                                          |                                                          |             |              |               |   |             | 23,698,750    |              
|                                                   | Commitments (Note 5)                                                                                   |                                                          |             |               |               |   |             |               |              
|                                                   | Series A preferred stock                                                                               |                                                          |             | 39,400,457    |               |   |             | 37,138,711    |              
|Stockholders (Deficit) Equity:                    |                                                                                                        |                                                          |             |               |               |   |             |              
|                                                   | Class A Common Stock, $.01 par value,
    475,000 shares authorized and 100 issued                     |                                                          |             | 1             |               |   |             | 1             |              
|                                                   | Paid-in capital                                                                                        |                                                          |             | 797,827,564   |               |   |             | 797,827,564   |              
|                                                   | Retained deficit                                                                                       |                                                          |             | (905,075,649  | )             |   |             | (239,044,921  | )            
|                                                   | Accumulated other comprehensive loss, net of
    income tax benefit of $9,479,500 at December 31, 2001 |                                                          |             |              |               |   |             | (14,219,250   | )            
|                                                   |                                                                                                        |                                                          |             |               |               |   |             |              
|                                                   |                                                                                                        | Total stockholders (deficit) equity                     |             |               | (107,248,084  | ) |             |               | 544,563,394   | 
|                                                   |                                                                                                        |                                                          |             |               |               |   |             |              
|                                                   |                                                                                                        | Total liabilities and stockholders
    (deficit) equity |             | $             | 1,684,546,124 |   |             | $             | 2,699,030,173 | 
|                                                   |                                                                                                        |                                                          |             |               |               |   |             |              

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

2



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##### Table of Contents



AMERICAN CELLULAR CORPORATION AND
SUBSIDIARIES






CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS


|                                                                           |                                                                                                                                                                                                                       |                             |              |                           |             |      |             |             |             |   |              |              |             |   |             |             |             | 
|-------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------- | ------------ | ------------------------- | ----------- | ---- | ----------- | ----------- | ----------- | - | ------------ | ------------ | ----------- | - | ----------- | ----------- | ----------- | 
|                                                                           |                                                                                                                                                                                                                       |                             |              |                          
|                                                                           |                                                                                                                                                                                                                       | Three Months Ended June 30, |              | Six Months Ended June 30,
|                                                                           |                                                                                                                                                                                                                       |                             |              |                          
|                                                                           |                                                                                                                                                                                                                       | 2002                        |              | 2001                      |             | 2002 |             | 2001       
|                                                                           |                                                                                                                                                                                                                       |                             |              |                           |             |      |             |            
|                                                                           |                                                                                                                                                                                                                       |                             |              |                          
|                                                                           |                                                                                                                                                                                                                       | (Unaudited)                 |              | (Unaudited)              
|Operating Revenue:                                                         |                                                                                                                                                                                                                       |                             |              |                           |             |      |             |             |             |   |              |              |             |   |             |            
|                                                                           | Service revenue                                                                                                                                                                                                       |                             | $            | 76,260,404                |             |      |             | 67,189,290  |             |   |              | 146,447,018  |             |   | $           | 126,305,836 |            
|                                                                           | Roaming revenue                                                                                                                                                                                                       |                             |              | 35,591,912                |             |      |             | 34,319,650  |             |   |              | 62,185,375   |             |   |             | 61,047,044  |            
|                                                                           | Equipment and other revenue                                                                                                                                                                                           |                             |              | 3,957,741                 |             |      |             | 4,597,769   |             |   |              | 7,060,448    |             |   |             | 9,043,471   |            
|                                                                           |                                                                                                                                                                                                                       |                             |              |                           |             |      |             |             |             |   |              |              |             |   |             |            
|                                                                           |                                                                                                                                                                                                                       | Total operating revenue     |              |                           | 115,810,057 |      |             |             | 106,106,709 |   |              |              | 215,692,841 |   |             |             | 196,396,351 | 
|                                                                           |                                                                                                                                                                                                                       |                             |              |                           |             |      |             |             |             |   |              |              |             |   |             |            
|Operating Expenses:                                                        |                                                                                                                                                                                                                       |                             |              |                           |             |      |             |             |             |   |              |              |             |   |             |            
|                                                                           | Cost of service                                                                                                                                                                                                       |                             |              | 29,273,204                |             |      |             | 26,180,855  |             |   |              | 56,647,622   |             |   |             | 49,523,999  |            
|                                                                           | Cost of equipment                                                                                                                                                                                                     |                             |              | 7,703,870                 |             |      |             | 9,899,677   |             |   |              | 15,149,689   |             |   |             | 20,867,978  |            
|                                                                           | Marketing and selling                                                                                                                                                                                                 |                             |              | 14,812,803                |             |      |             | 13,696,300  |             |   |              | 28,387,181   |             |   |             | 27,798,760  |            
|                                                                           | General and administrative                                                                                                                                                                                            |                             |              | 16,956,189                |             |      |             | 14,916,793  |             |   |              | 33,637,869   |             |   |             | 28,997,353  |            
|                                                                           | Depreciation and amortization                                                                                                                                                                                         |                             |              | 16,762,556                |             |      |             | 45,357,831  |             |   |              | 32,744,595   |             |   |             | 88,462,661  |            
|                                                                           |                                                                                                                                                                                                                       |                             |              |                           |             |      |             |             |             |   |              |              |             |   |             |            
|                                                                           |                                                                                                                                                                                                                       | Total operating expenses    |              |                           | 85,508,622  |      |             |             | 110,051,456 |   |              |              | 166,566,956 |   |             |             | 215,650,751 | 
|                                                                           |                                                                                                                                                                                                                       |                             |              |                           |             |      |             |             |             |   |              |              |             |   |             |            
|Operating Income (Loss)                                                    |                                                                                                                                                                                                                       |                             | 30,301,435   |                           |             |      | (3,944,747  | )           |             |   | 49,125,885   |              |             |   | (19,254,400 | )          
|Other (Expense) Income:                                                    |                                                                                                                                                                                                                       |                             |              |                           |             |      |             |             |             |   |              |              |             |   |             |            
|                                                                           | Interest expense                                                                                                                                                                                                      |                             |              | (38,781,460               | )           |      |             | (41,988,713 | )           |   |              | (79,322,205  | )           |   |             | (80,945,167 | )          
|                                                                           | Impairment of goodwill                                                                                                                                                                                                |                             |              | (377,000,000              | )           |      |             |            |             |   |              | (377,000,000 | )           |   |             |            |            
|                                                                           | Other income, net                                                                                                                                                                                                     |                             |              | 786,738                   |             |      |             | 1,484,613   |             |   |              | 284,349      |             |   |             | 1,805,206   |            
|                                                                           |                                                                                                                                                                                                                       |                             |              |                           |             |      |             |             |             |   |              |              |             |   |             |            
|Loss Before Income Taxes and Discontinued
    Operations                   |                                                                                                                                                                                                                       |                             | (384,693,287 | )                         |             |      | (44,448,847 | )           |             |   | (406,911,971 | )            |             |   | (98,394,361 | )          
|                                                                           | Income tax benefit                                                                                                                                                                                                    |                             |              | 3,077,315                 |             |      |             | 11,956,092  |             |   |              | 11,964,789   |             |   |             | 27,716,273  |            
|                                                                           |                                                                                                                                                                                                                       |                             |              |                           |             |      |             |             |             |   |              |              |             |   |             |            
|Loss from Continuing Operations                                            |                                                                                                                                                                                                                       |                             | (381,615,972 | )                         |             |      | (32,492,755 | )           |             |   | (394,947,182 | )            |             |   | (70,678,088 | )          
|Discontinued Operations: (Note 2)                                          |                                                                                                                                                                                                                       |                             |              |                           |             |      |             |             |             |   |              |              |             |   |             |            
|                                                                           | Loss from discontinued operations, net of income
    tax benefit of $310,589 for the three months ended June 30,
    2001 and $435,838 and $518,140 for the six months ended
    June 30, 2002 and 2001, respectively |                             |              |                          |             |      |             | (337,813    | )           |   |              | (653,909     | )           |   |             | (843,741    | )          
|                                                                           | Gain from sale of discontinued operations, net of
    income tax expense of $50,282,976 for 2002                                                                                                                      |                             |              |                          |             |      |             |            |             |   |              | 13,472,110   |             |   |             |            |            
|                                                                           |                                                                                                                                                                                                                       |                             |              |                           |             |      |             |             |             |   |              |              |             |   |             |            
|Loss Before Cumulative Effect of Change in
    Accounting Principle        |                                                                                                                                                                                                                       |                             | (381,615,972 | )                         |             |      | (32,830,568 | )           |             |   | (382,128,981 | )            |             |   | (71,521,829 | )          
|                                                                           | Cumulative effect of change in accounting
    principle, net of income tax benefit of $187,760,000
    (Note 6)                                                                                                       |                             |              |                          |             |      |             |            |             |   |              | (281,640,000 | )           |   |             |            |            
|                                                                           |                                                                                                                                                                                                                       |                             |              |                           |             |      |             |             |             |   |              |              |             |   |             |            
|Net Loss                                                                   |                                                                                                                                                                                                                       |                             | (381,615,972 | )                         |             |      | (32,830,568 | )           |             |   | (663,768,981 | )            |             |   | (71,521,829 | )          
|Dividends on Preferred Stock                                               |                                                                                                                                                                                                                       |                             | (1,147,586   | )                         |             |      |            |             |             |   | (2,261,747   | )            |             |   |            |            
|                                                                           |                                                                                                                                                                                                                       |                             |              |                           |             |      |             |             |             |   |              |              |             |   |             |            
|Net Loss Applicable to Common Stockholder                                  |                                                                                                                                                                                                                       | $                           | (382,763,558 | )                         |             | $    | (32,830,568 | )           |             | $ | (666,030,728 | )            |             | $ | (71,521,829 | )          
|                                                                           |                                                                                                                                                                                                                       |                             |              |                           |             |      |             |             |             |   |              |              |             |   |             |            
|Basic Net Loss Applicable to Common Stockholder
    per Common Share:      |                                                                                                                                                                                                                       |                             |              |                           |             |      |             |             |             |   |              |              |             |   |             |            
|                                                                           | Continuing operations                                                                                                                                                                                                 |                             |              | (3,816,160                | )           |      |             | (324,928    | )           |   |              | (3,949,472   | )           |   |             | (706,781    | )          
|                                                                           | Discontinued operations                                                                                                                                                                                               |                             |              |                          |             |      |             | (3,378      | )           |   |              | 128,182      |             |   |             | (8,437      | )          
|                                                                           | Cumulative effect of change in accounting
    principle                                                                                                                                                               |                             |              |                          |             |      |             |            |             |   |              | (2,816,400   | )           |   |             |            |            
|                                                                           | Dividends on preferred stock                                                                                                                                                                                          |                             |              | (11,476                   | )           |      |             |            |             |   |              | (22,617      | )           |   |             |            |            
|                                                                           |                                                                                                                                                                                                                       |                             |              |                           |             |      |             |             |             |   |              |              |             |   |             |            
|Total Basic Net Loss Applicable to Common
    Stockholder per Common Share |                                                                                                                                                                                                                       | $                           | (3,827,636   | )                         |             | $    | (328,306    | )           |             | $ | (6,660,307   | )            |             | $ | (715,218    | )          
|                                                                           |                                                                                                                                                                                                                       |                             |              |                           |             |      |             |             |             |   |              |              |             |   |             |            
|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



AMERICAN CELLULAR CORPORATION AND
SUBSIDIARIES






CONDENSED CONSOLIDATED STATEMENTS OF
STOCKHOLDERS (DEFICIT) EQUITY


For the six months ended June 30,
2002

|                          |                                                                                  |               |              |                                |  |         |     |             |  |               |   |                  |  |   |             |   |  |   |              |   |  |   |             |            |  |   |              |            | 
|------------------------- | -------------------------------------------------------------------------------- | ------------- | ------------ | ------------------------------ |  | ------- | --- | ----------- |  | ------------- | - | ---------------- |  | - | ----------- | - |  | - | ------------ | - |  | - | ----------- | ---------- |  | - | ------------ | ---------- | 
|                          |                                                                                  |               |              |                               
|                          |                                                                                  |               |              | Stockholders (Deficit) Equity
|                          |                                                                                  |               |              |                               
|                          |                                                                                  |               |              |                                |  |        
|                          |                                                                                  |               |              | Class A                        |  |         |     | Accumulated |  | Total        
|                          |                                                                                  | Comprehensive |              | Common                         |  | Paid-in |     | Retained    |  | Other         |   | Stockholders   
|                          |                                                                                  | Loss          |              | Stock                          |  | Capital |     | Deficit     |  | Comprehensive |   | (Deficit) Equity
|                          |                                                                                  |               |              |                                |  |         |     |             |  |               |   |                 
|                          |                                                                                  |               |              |                                |  |         |     |             |  |               |   |                  |  |  
|                          |                                                                                  |              
|                          |                                                                                  | (Unaudited)  
|December 31, 2001         |                                                                                  |               |              |                                |  |         | 100 |             |  | $             | 1 |                  |  | $ | 797,827,564 |   |  | $ | (239,044,921 | ) |  | $ | (14,219,250 | )          |  | $ | 544,563,394  |           
|Net loss                  |                                                                                  | $             | (663,768,981 | )                              |  |         |    |             |  |               |  |                  |  |   |            |   |  |   | (663,768,981 | ) |  |   |            |            |  |   | (663,768,981 | )         
|                          | Amounts related to hedge transactions
    reclassified into earnings, net of tax |               |              | 12,595,376                     |  |         |     |            |  |               |   |                 |  |   |             |  |  |   |              |  |  |   |             | 12,595,376 |  |   |              | 12,595,376 | 
|                          | Ineffective hedge transaction reclassified into
    earnings, net of tax         |               |              | 643,751                        |  |         |     |            |  |               |   |                 |  |   |             |  |  |   |              |  |  |   |             | 643,751    |  |   |              | 643,751    | 
|                          | Changes in fair value of hedge transactions, net
    of tax                      |               |              | 980,123                        |  |         |     |            |  |               |   |                 |  |   |             |  |  |   |              |  |  |   |             | 980,123    |  |   |              | 980,123    | 
|                          |                                                                                  |               |              |                                |  |         |     |             |  |               |   |                  |  |   |             |   |  |   |              |   |  |   |             |            |  |   |              |           
|Total comprehensive loss  |                                                                                  | $             | (649,549,731 | )                              |  |         |     |             |  |               |   |                  |  |   |             |   |  |   |              |   |  |   |             |            |  |   |              |           
|                          |                                                                                  |               |              |                                |  |         |     |             |  |               |   |                  |  |   |             |   |  |   |              |   |  |   |             |            |  |   |              |           
|Preferred stock dividends |                                                                                  |               |              |                                |  |         |    |             |  |               |  |                  |  |   |            |   |  |   | (2,261,747   | ) |  |   |            |            |  |   | (2,261,747   | )         
|                          |                                                                                  |               |              |                                |  |         |     |             |  |               |   |                  |  |   |             |   |  |   |              |   |  |   |             |            |  |   |              |           
|June 30, 2002             |                                                                                  |               |              |                                |  |         | 100 |             |  | $             | 1 |                  |  | $ | 797,827,564 |   |  | $ | (905,075,649 | ) |  | $ |            |            |  | $ | (107,248,084 | )         
|                          |                                                                                  |               |              |                                |  |         |     |             |  |               |   |                  |  |   |             |   |  |   |              |   |  |   |             |            |  |   |              |           

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

4



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##### Table of Contents



AMERICAN CELLULAR CORPORATION AND
SUBSIDIARIES






CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS


|                                                                            |                                                                                                                               |                                                                  |                                                         |              |             |              |             |              |             |             |  
|--------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------- | ------------------------------------------------------- | ------------ | ----------- | ------------ | ----------- | ------------ | ----------- | ----------- | -
|                                                                            |                                                                                                                               |                                                                 
|                                                                            |                                                                                                                               | For the Six Months Ended June 30,                               
|                                                                            |                                                                                                                               |                                                                 
|                                                                            |                                                                                                                               | 2002                                                             |                                                         | 2001        
|                                                                            |                                                                                                                               |                                                                  |                                                         |             
|                                                                            |                                                                                                                               |                                                                 
|                                                                            |                                                                                                                               | (Unaudited)                                                     
|Cash Flows from Operating
    Activities:                                   |                                                                                                                               |                                                                  |                                                         |              |             |              |             |             
|                                                                            | Net loss from continuing operations                                                                                           |                                                                  | $                                                       | (394,947,182 | )           |              | $           | (70,678,088  | )          
|                                                                            | Adjustments to reconcile net loss from continuing
    operations to net cash provided by (used in) operating
    activities  |                                                                  |                                                         |              |             |              |             |              |            
|                                                                            |                                                                                                                               | Depreciation and amortization                                    |                                                         |              | 32,744,595  |              |             |              | 88,462,661  |            
|                                                                            |                                                                                                                               | Amortization of bond premium and financing costs                 |                                                         |              | 3,023,313   |              |             |              | 2,396,507   |            
|                                                                            |                                                                                                                               | Deferred income taxes and investment tax credits,
    net        |                                                         |              | (7,772,715  | )            |             |              | (29,034,199 | )          
|                                                                            |                                                                                                                               | Cash used in operating activities of discontinued
    operations |                                                         |              | (7,175,022  | )            |             |              |            |            
|                                                                            |                                                                                                                               | Loss on ineffective hedge transaction                            |                                                         |              | 1,072,919   |              |             |              |            |            
|                                                                            |                                                                                                                               | Impairment of goodwill                                           |                                                         |              | 377,000,000 |              |             |              |            |            
|                                                                            |                                                                                                                               | Gain (loss) on sale of assets                                    |                                                         |              | 13,359      |              |             |              | (21,518     | )          
|                                                                            | Changes in current assets and
    liabilities                                                                                |                                                                  |                                                         |              |             |              |             |              |            
|                                                                            |                                                                                                                               | Accounts receivable                                              |                                                         |              | (3,764,390  | )            |             |              | (9,336,889  | )          
|                                                                            |                                                                                                                               | Inventory                                                        |                                                         |              | 2,963,534   |              |             |              | (618,483    | )          
|                                                                            |                                                                                                                               | Prepaid expenses and other                                       |                                                         |              | (2,310,459  | )            |             |              | (3,024,738  | )          
|                                                                            |                                                                                                                               | Accounts payable                                                 |                                                         |              | 3,147,436   |              |             |              | (14,576,614 | )          
|                                                                            |                                                                                                                               | Accrued expenses                                                 |                                                         |              | (3,961,347  | )            |             |              | 6,900,092   |            
|                                                                            |                                                                                                                               | Deferred revenue and customer deposits                           |                                                         |              | (966,025    | )            |             |              | 1,206,934   |            
|                                                                            |                                                                                                                               |                                                                  |                                                         |              |             |              |             |             
|                                                                            |                                                                                                                               |                                                                  | Net cash used in operating activities                   |              |             | (931,984     | )           |              |             | (28,324,335 | )
|                                                                            |                                                                                                                               |                                                                  |                                                         |              |             |              |             |             
|Cash Flows from Investing
    Activities:                                   |                                                                                                                               |                                                                  |                                                         |              |             |              |             |             
|                                                                            | Capital expenditures                                                                                                          |                                                                  |                                                         | (29,956,371  | )           |              |             | (44,236,017  | )          
|                                                                            | Decrease in payable affiliates                                                                                                |                                                                  |                                                         |             |             |              |             | (9,193,025   | )          
|                                                                            | Net proceeds from sale of discontinued operations                                                                             |                                                                  |                                                         | 194,427,958  |             |              |             |             |            
|                                                                            | Change in receivable from discontinued operations                                                                             |                                                                  |                                                         |             |             |              |             | 5,687,789    |            
|                                                                            | Other investing activities                                                                                                    |                                                                  |                                                         | 907,337      |             |              |             | (1,366,832   | )          
|                                                                            |                                                                                                                               |                                                                  |                                                         |              |             |              |             |             
|                                                                            |                                                                                                                               |                                                                  | Net cash provided by (used in) investing
    activities |              |             | 165,378,924  |             |              |             | (49,108,085 | )
|                                                                            |                                                                                                                               |                                                                  |                                                         |              |             |              |             |             
|Cash Flows from Financing
    Activities:                                   |                                                                                                                               |                                                                  |                                                         |              |             |              |             |             
|                                                                            | Proceeds from long-term debt                                                                                                  |                                                                  |                                                         | 127,800,000  |             |              |             | 130,000,000  |            
|                                                                            | Repayments of long-term debt                                                                                                  |                                                                  |                                                         | (325,842,208 | )           |              |             | (656,752,794 | )          
|                                                                            | Proceeds from senior subordinated notes                                                                                       |                                                                  |                                                         |             |             |              |             | 693,020,500  |            
|                                                                            | Deferred financing costs                                                                                                      |                                                                  |                                                         | (901,550     | )           |              |             | (17,936,160  | )          
|                                                                            | Capital cash contribution                                                                                                     |                                                                  |                                                         |             |             |              |             | 16,413,783   |            
|                                                                            | Purchase of restricted investments                                                                                            |                                                                  |                                                         |             |             |              |             | (133,174,734 | )          
|                                                                            | Maturities of restricted investments                                                                                          |                                                                  |                                                         | 33,250,000   |             |              |             |             |            
|                                                                            | Other financing activities                                                                                                    |                                                                  |                                                         |             |             |              |             | (1,391,563   | )          
|                                                                            | Investment from Dobson Communications                                                                                         |                                                                  |                                                         |             |             |              |             | 35,000,000   |            
|                                                                            |                                                                                                                               |                                                                  |                                                         |              |             |              |             |             
|                                                                            |                                                                                                                               |                                                                  | Net cash (used in) provided by financing
    activities |              |             | (165,693,758 | )           |              |             | 65,179,032  |  
|                                                                            |                                                                                                                               |                                                                  |                                                         |              |             |              |             |             
|Net Decrease in Cash and Cash Equivalents                                   |                                                                                                                               |                                                                  | (1,246,818                                              | )            |             |              | (12,253,388 | )           
|Cash and Cash Equivalents, beginning of period                              |                                                                                                                               |                                                                  | 5,962,148                                               |              |             |              | 14,880,667  |             
|                                                                            |                                                                                                                               |                                                                  |                                                         |              |             |              |             |             
|Cash and Cash Equivalents, end of period                                    |                                                                                                                               | $                                                                | 4,715,330                                               |              |             | $            | 2,627,279   |             
|                                                                            |                                                                                                                               |                                                                  |                                                         |              |             |              |             |             
|Supplemental Disclosures of Cash Flow
    Information:                      |                                                                                                                               |                                                                  |                                                         |              |             |              |             |             
|                                                                            | Cash paid for                                                                                                                |                                                                  |                                                         |              |             |              |             |              |            
|                                                                            |                                                                                                                               | Interest, net of amounts capitalized                             |                                                         | $            | 85,321,414  |              |             | $            | 72,726,909  |            
|Supplemental Disclosures of Noncash Investing
    and Financing Activities: |                                                                                                                               |                                                                  |                                                         |              |             |              |             |             
|                                                                            | Capital contribution of PCS licenses and certain
    other assets                                                             |                                                                  |                                                         |             |             |              | $           | 16,413,783   |            

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

5



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##### Table of Contents



AMERICAN CELLULAR CORPORATION AND
SUBSIDIARIES






NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS


(Unaudited)


The condensed consolidated balance sheets of
American Cellular Corporation (ACC) and subsidiaries
(collectively with ACC, the Company) as of
June 30, 2002, the condensed consolidated statement of
operations for the three and six months ended June 30, 2002
and 2001, the condensed consolidated statement of
stockholders (deficit) equity for the six months
ended June 30, 2002 and the condensed consolidated
statements of cash flows for the six months ended June 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 data 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

American Cellular Corporation was originally
formed on February 26, 1998, to acquire the operations of
PriCellular Corporation. On February 25, 2000, the Company
was acquired by ACC Acquisition LLC, an equally owned joint
venture between Dobson Communications Corporation (Dobson
Communications) and AT&T Wireless Services, Inc.
(the Joint Venture). The acquisition costs as of
February 25, 2000 were pushed down to the Company, thus
creating a new basis in the assets and liabilities of the
Company. The Company is a provider of rural and suburban
wireless telephone services in portions of Illinois, Kansas,
Kentucky, Michigan, Minnesota, New York, Ohio, Oklahoma,
Pennsylvania, West Virginia and Wisconsin.

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.     Discontinued
Operations

On February 8, 2002, two of the
Companys wholly-owned, indirect subsidiaries completed the
sale of Tennessee 4 RSA for a total purchase price of
$202.0 million to Verizon Wireless. Proceeds from this
transaction were primarily used to pay down bank debt. The
Tennessee 4 RSA covered a total population of approximately
290,800 and had a subscriber base of approximately 24,900. As a
result of this sale, the results of operations for
Tennessee 4 RSA during the periods presented are included
in the Companys condensed consolidated financial
statements as discontinued operations.

Pursuant to SFAS No. 144, Accounting
for the Impairment or Disposal of Long-Lived Assets, which
replaced Accounting Principles Board (APB) Opinion
No. 30 for the disposal of segments of a business, the
condensed consolidated financial statements have been restated
for all periods presented to reflect the Tennessee 4 RSA
operations, assets and liabilities as discontinued operations.
The assets and liabilities of such operations have been
classified as Assets of discontinued operations and
Liabilities of discontinued operations,
respectively, on the December 31, 2001 condensed
consolidated balance sheets and consist of the following:

|                                   |  |                  |        | 
|---------------------------------- |  | ---------------- | ------ | 
|                                   |  | December 31,    
|                                   |  | 2001            
|                                   |  |                 
|                                   |  | ($ in thousands)
|Cash and cash equivalents          |  | $                | 85     | 
|Other current assets               |  |                  | 4,442  | 
|Property, plant and equipment, net |  |                  | 9,647  | 
|Goodwill, net                      |  |                  | 63,044 | 

6



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##### Table of Contents



AMERICAN CELLULAR CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

(Unaudited)


|                                        |                                              |                  |        |         | 
|--------------------------------------- | -------------------------------------------- | ---------------- | ------ | ------- | 
|                                        |                                              | December 31,    
|                                        |                                              | 2001            
|                                        |                                              |                 
|                                        |                                              | ($ in thousands)
|Wireless license acquisition costs, net |                                              |                  | 61,303 |        
|Other assets                            |                                              |                  | 1,333  |        
|                                        |                                              |                  |        |        
|                                        | Total assets of discontinued operations      |                  | $      | 139,854 | 
|                                        |                                              |                  |        |        
|Current liabilities                     |                                              | $                | 1,744  |        
|Other liabilities                       |                                              |                  | 5,752  |        
|                                        |                                              |                  |        |        
|                                        | Total liabilities of discontinued operations |                  | $      | 7,496   | 
|                                        |                                              |                  |        |        

The net loss from discontinued operations was
classified on the condensed consolidated statement of operations
as Loss from discontinued operations. Summarized
results of discontinued operations are as follows:

|                                  |  |                        |        |                  |  |            |       |   |  |   |        |  
|--------------------------------- |  | ---------------------- | ------ | ---------------- |  | ---------- | ----- | - |  | - | ------ | -
|                                  |  |                        |        |                 
|                                  |  | 2002                   |        | 2001            
|                                  |  |                        |        |                 
|                                  |  | Period from January 1, |        | Three Months     |  | Six Months
|                                  |  | 2002 through           |        | Ended            |  | Ended     
|                                  |  | disposition            |        | June 30,         |  | June 30,  
|                                  |  |                        |        |                  |  |           
|                                  |  |                        |        |                 
|                                  |  | ($ in thousands)       |        | ($ in thousands)
|Operating revenues                |  | $                      | 2,319  |                  |  | $          | 8,169 |   |  | $ | 15,281 |  
|Loss before income taxes          |  |                        | (1,090 | )                |  |            | (27   | ) |  |   | (326   | )
|Income tax benefit (provision)    |  |                        | 436    |                  |  |            | (311  | ) |  |   | (518   | )
|Loss from discontinued operations |  |                        | (654   | )                |  |            | (338  | ) |  |   | (844   | )

The long-term debt of the Company is recorded at
the consolidated level, and is not reflected by each individual
market. Thus, the Company has allocated a portion of interest
expense to the discontinued operations to properly reflect the
interest that was incurred to finance the Tennessee 4 RSA
operations. The interest expense allocated to this market was
$1.0 million for the period from January 1, 2002
through disposition (February 8, 2002), $2.4 million
for the three months ended June 30, 2001 and
$4.7 million for the six months ended June 30, 2001.

The Company completed the sale of Tennessee 4 RSA
on February 8, 2002, and recorded losses totaling
approximately $0.7 million incurred through
February 8, 2002, and the related gain on the sale totaling
approximately $13.5 million, net of tax expense.

3.     Long-Term
Debt

The Companys long-term debt consists of the
following:

|                                           |                      |               |               |                   |  |   |               |               | 
|------------------------------------------ | -------------------- | ------------- | ------------- | ----------------- |  | - | ------------- | ------------- | 
|                                           |                      | June 30, 2002 |               | December 31, 2001
|                                           |                      |               |               |                  
|Credit facility                            |                      | $             | 915,562,248   |                   |  | $ | 1,113,604,456 |              
|Senior Subordinated Notes, net of discount |                      |               | 693,885,043   |                   |  |   | 693,512,667   |              
|                                           |                      |               |               |                   |  |   |               |              
|                                           | Total debt           |               |               | 1,609,447,291     |  |   |               | 1,807,117,123 | 
|Less  Current amounts payable on demand   |                      |               | 1,609,447,291 |                   |  |   | 46,909,091    |              
|                                           |                      |               |               |                   |  |   |               |              
|                                           | Total long-term debt |               | $             |                  |  |   | $             | 1,760,208,032 | 
|                                           |                      |               |               |                   |  |   |               |              

7



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##### Table of Contents



AMERICAN CELLULAR CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

(Unaudited)




| |                
| | ---------------
| | Credit Facility

On February 25, 2000, the Company obtained a
$1.75 billion credit facility to retire existing debt and
complete the acquisition of the Company by the Joint Venture.
This credit facility included a $300.0 million revolving
credit facility and $1.45 billion of term loan facilities.
On March 2, 2001, the Company and its lenders agreed to an
amendment to the credit facility. This amendment became
effective on March 14, 2001, when the Company permanently
repaid $200.0 million of the term notes under the credit
facility. The Company used proceeds from the issuance of
$450.0 million Senior Subordinated Notes due 2009, to
reduce the credit facility to $1.55 billion. On
May 31, 2001, the Company and its lenders agreed to a
second amendment to the credit facility. This amendment became
effective on June 4, 2001, when the Company permanently
repaid $201.3 million of the term notes under the credit
facility with proceeds from the issuance of $250.0 million
Senior Subordinated Notes due 2009, which reduced the credit
facility to $1.34 billion. On September 27, 2001, the
Company and its lenders agreed to a third amendment of the
credit facility, which modified certain financial covenants (as
described below). The maximum availability of the credit
facility is limited by restrictions, such as certain financial
ratios. As of June 30, 2002, the Company had outstanding
borrowings under the credit facility of $915.6 million,
with no additional amounts available for future borrowings.

The Companys amended credit facility
imposes a number of restrictive covenants that, among other
things, limit the Companys ability to incur additional
indebtedness, create liens and pay dividends. In addition, the
Company is required to maintain certain financial ratios,
including, but not limited to:



| |   |                                                                                                                                                                                                                             
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a ratio of senior indebtedness to operating cash
    flow of 7.00 to 1 at December 31, 2001, decreasing to 5.75
    to 1 at December 31, 2002 and decreasing over time to 2.50
    to 1;                                    
|
| |  | a ratio of total indebtedness to operating cash
    flow of 10.10 to 1 at December 31, 2001, decreasing to 7.75
    to 1 at December 31, 2002 and decreasing over time to 4.00
    to 1;                                    
|
| |  | a ratio of operating cash flow to debt service
    requirements of 1.20 to 1 at December 31, 2001, increasing
    to 1.35 to 1 at December 31, 2002 and decreasing over time
    to 1.20 to 1;                              
|
| |  | a ratio of operating cash flow to interest
    expense requirement of 1.45 to 1 at December 31, 2001,
    increasing to 1.80 to 1 at December 31, 2002 and increasing
    over time to 2.50 to 1;                           
|
| |  | beginning on December 31, 2002, a ratio of
    operating cash flow minus capital expenditures to the sum of
    debt service requirements and cash distributions of 1.00 to 1
    and continuing over time at 1.00 to 1; and
|
| |  | a limitation on capital expenditures.                                                                                                                                                                                       

Interest on the revolving credit facility and the
term loan facilities is variable and is based on a prime rate or
a LIBOR formula. The weighted average interest rate for the six
months ended June 30, 2002 was 4.8%, and interest rates
have ranged in total between 4.4% and 10.1% since inception.
This credit facility is collateralized by substantially all of
the assets of the Company.

The Companys credit facility includes a
financial covenant requiring the Company to not exceed a total
debt leverage ratio ranging from 9.25 to 1.00 in the first
quarter to 7.75 to 1.00 in the fourth quarter 2002. At
June 30, 2002, the Company was not in compliance with this
covenant. Management is currently in discussions with the
lenders regarding the credit facility. The lenders presently
have the right, but not the obligation, to accelerate the
repayment of the entire amount outstanding under the credit
facility. Acceleration under the credit facility would allow the
holders of the Senior Subordinated Notes to declare the
principal and interest of the Senior Subordinated Notes
immediately due and payable. The Company would then be required
to either refinance the debt or repay the amounts due. If this
were to occur, management would

8



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##### Table of Contents



AMERICAN CELLULAR CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

(Unaudited)


attempt to renegotiate the debt with the holders
to provide, among other things, for an extended repayment term.
There is no assurance that management would be able to
renegotiate the debt under these conditions or meet its
obligation under the accelerated repayment terms. Therefore, as
of June 30, 2002, the Company has classified all of its
long-term debt as current. There continues to be substantial
doubt about the Companys ability to continue as a going
concern, as expressed in the independent auditors report on the
Companys 2001 financial statements.



| |                          
| | -------------------------
| | Senior Subordinated Notes

On March 14, 2001, the Company completed the
sale of $450.0 million Senior Subordinated Notes due 2009.
These notes were sold at a discount of $3.3 million and
carry an interest rate of 9.5%. The discount will be amortized
over the life of the notes. On June 4, 2001, the Company
completed the sale of $250.0 million of Senior Subordinated
Notes due 2009. These notes were sold at a discount of
$3.6 million and carry an interest rate of 9.5%. The
discount will be amortized over the life of the notes.

Restricted cash and investments totaling
$66.3 million as of June 30, 2002, consist of the
remaining balance of interest pledge deposits for the Senior
Subordinated Notes. The interest pledge deposits include the
initial deposit of $85.2 million for the
$450.0 million Senior Subordinated Notes, net of interest
earned and payments issued to bondholders and the additional
deposit of $48.0 million for the $250.0 million Senior
Subordinated Notes, net of interest earned and payments issued
to bondholders.



| |                     
| | --------------------
| | Interest Rate Hedges

The Company pays interest on its bank credit
facility based on a variable factor, such as LIBOR or prime
rate. The Company will from time-to-time enter into derivative
contracts to reduce exposure against rising interest rates.

During 2000, the Company entered into a
$1.03 billion derivative contract on its credit facility,
in order to hedge its interest rate exposure, whereby the
interest rate on the facility was effectively fixed at a rate of
7.3%. This derivative contract expired in June 2001 and was
replaced with another derivative contract that expired
June 4, 2002, which set the interest rate on
$1.03 billion of debt at a rate of 6.7%. As of
June 30, 2002 the Company does not have any derivative
contracts related to its credit facility.

In accordance with SFAS No. 133,
Accounting for Derivative Instruments and Hedging
Activity, the Company periodically assesses the
effectiveness of its hedge transactions. During February 2002,
the Company used a portion of the proceeds from the sale of the
Tennessee 4 RSA to pay down bank debt. As a result, the
Company determined that one of its hedge transactions totaling
$125.0 million was ineffective, thus, reducing the total
derivative contracts to $900.0 million. The Company
recorded a loss of approximately $1.1 million representing
the fair value of this transaction for the six months ended
June 30, 2002, which is reflected in other income in the
accompanying statement of operations.

4.     Stockholders
(Deficit) Equity

On June 29, 2001, the Company received
$35.0 million from one of its principal owners, Dobson
Communications, for the purchase of 35,000 shares of its
Series A Preferred Stock. Each share of Series A
Preferred Stock is entitled to cumulative annual dividends on
the liquidation preference of $1,000 per share, subject to
certain adjustments. Dividends will accrue but will not be
payable until the fifth anniversary of the issuance of the
Series A Preferred Stock.

On January 18, 2001, the Company received a
$32.8 million capital contribution from its shareholder.
This contribution consisted of cash, PCS licenses relating to
areas in northeast Oklahoma and southeast Kansas, and certain
other assets.

9



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##### Table of Contents



AMERICAN CELLULAR CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

(Unaudited)


5.     Commitments

Effective November 16, 2001, the Company
entered into an equipment supply agreement with Nortel Networks
Inc., in which the Company agreed to purchase approximately
$49.5 million of cell site and switching equipment between
November 16, 2001 and December 31, 2004. Of the
commitment, approximately $32.9 million remained at
June 30, 2002.

6.     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 required
under the new standards, the Company treats its wireless license
acquisition costs as indefinite life intangible assets. As a
result, effective January 1, 2002, the Company ceased the
amortization of goodwill and wireless license acquisition costs.
Instead, the Company now tests for impairment of goodwill or
indefinite life intangible assets at least annually and will
only adjust the carrying amount of these intangible assets upon
an impairment of the goodwill or indefinite life intangible
assets. For the three and six months ended June 30, 2001,
the Company recorded approximately $14.5 million and
$29.0 million of amortization expense related to its
goodwill and approximately $8.8 million and
$17.0 million of amortization expense, net of income tax
benefit, related to its wireless license acquisition costs,
respectively. Without this amortization, the Companys net
loss applicable to common stockholder would have been
$9.5 million and $25.5 million for the three and six
months ended June 30, 2001, respectively.

Through December 31, 2001, the
Companys accounting policy was to evaluate the carrying
value of its intangible assets based on its undiscounted cash
flows. However, as a result of implementing SFAS No. 142,
the Company is now required to evaluate the carrying value of
its indefinite life intangible assets using their fair values,
at least annually. Upon implementation of SFAS No. 142 on
January 1, 2002, the Company recorded charges, net of
income tax benefit, of approximately $281.6 million to
reflect the write-down of its wireless license acquisition costs
to their fair value.

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. During the fourth quarter 2001, two of the
Companys wholly-owned, indirect subsidiaries, entered into
a definitive agreement to sell Tennessee 4 RSA. With this
sale, the Company decided to early adopt this standard during
the fourth quarter 2001, effective January 1, 2001, to
properly reflect the results of operations, assets and
liabilities of Tennessee 4 RSA as discontinued operations.
See Note 2 above.

7.     Goodwill
Impairment

Based on factors and circumstances impacting the
Company as of June 30, 2002, the Company determined that it
was necessary to re-evaluate the carrying value of its goodwill
and indefinite life intangible assets in accordance with SFAS
No. 142. Based on this evaluation, the Company concluded
that there was an

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AMERICAN CELLULAR CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

(Unaudited)


impairment of its goodwill. Therefore, at
June 30, 2002, the Company has written-down its goodwill
and has recorded an impairment loss totaling $377.0 million.

8.     Reclassifications

Certain items have been reclassified in the 2001
consolidated financials to conform to the current presentation.

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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

Our predecessor, PriCellular, was formed on
February 21, 1990. We were formed on February 26, 1998
and acquired PriCellular, for accounting purposes, on
June 25, 1998. On February 25, 2000, we were acquired
by a joint venture equally owned by AT&T Wireless and Dobson
Communications Corporation. We provide rural and suburban
wireless telephone services in portions of Illinois, Kansas,
Kentucky, Michigan, Minnesota, New York, Ohio, Oklahoma,
Pennsylvania, West Virginia and Wisconsin. At June 30,
2002, our wireless systems covered a population of approximately
5.0 million and we had approximately
657,900 subscribers.

Discontinued Operations

On February 8, 2002, we sold
Tennessee 4 RSA to Verizon Wireless for a total purchase
price of $202.0 million. The Tennessee 4 RSA covered a
population of approximately 290,800 and had a subscriber base of
approximately 24,900. As a result of this sale, the results of
operations for Tennessee 4 RSA during the periods presented
are included as discontinued operations in our condensed
consolidated financial statements. We used the proceeds
primarily to pay down our bank debt.

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 declining average revenue per minute as competition
among wireless service providers has led to reductions in rates
for airtime. The per minute yield on our service revenue
(service revenue divided by subscriber minutes of use) was $0.18
and $0.23 per minute for the three months ended
June 30, 2002 and 2001, respectively, and $0.18 and
$0.24 per minute for the six months ended June 30,
2002 and 2001, respectively. These declines have generally been
offset by significant increases in average minutes-of-use per
subscriber. The average minute-of-use per subscriber increased
31.5% and 30.5% for the three and six months ended June 30,
2002, compared to the same periods in 2001, respectively. We
believe that the industry trend toward 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 30.7% and 32.4% of
our operating revenue for the three months ended June 30,
2002 and 2001, respectively, and 28.8% and 31.1% of our
operating revenue for the six months ended June 30, 2002
and 2001, respectively. Roaming revenue typically yields 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
operations, 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 and are becoming more comparable to yields from our
subscribers 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 minutes of use) was $0.29 and $0.40 per minute for
the three months ended June 30, 2002 and 2001,
respectively, and $0.29 and $0.41 per minute for the six
months ended June 30, 2002 and 2001, respectively. We
believe that the trend of increasing roaming minutes will
continue to at least partially offset declining roaming yields.
Roaming minutes increased 44.0% and 41.6% for the three and six
months ended June 30, 2002, compared to the same periods in
2001, respectively. Roaming yields are decreasing as a result of
new contracts and scheduled rate

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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 and
roaming revenue. Equipment revenue is revenue from selling
wireless equipment to our subscribers.

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. 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 cost
associated with telephone equipment and accessories sold to
customers. In recent years, we and other wireless providers have
increased the use of discounts on phone equipment and free phone
promotions, 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 direct 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. One of our
principal owners, Dobson Communications provides management and
certain other services to us in accordance with a management
agreement. We share corporate and shared call center costs
incurred by Dobson Communications and us primarily based on the
estimated populations in our respective licensed areas and
subscribers.

Our depreciation and amortization expense
represents the costs associated with the depreciation of our
fixed assets and the amortization of certain intangible assets.
Through December 31, 2001, these intangible assets
primarily consisted of wireless license acquisition costs,
goodwill 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 and goodwill 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.

Our general and administrative expenses and
certain other operating expenses include all infrastructure
costs, including costs for customer support, billing,
collections and corporate administration. One of our principal
owners, Dobson Communications, provides management and certain
other services to us in

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accordance with a management agreement. We share
corporate and shared call center costs with Dobson
Communications 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 among 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 intangible
assets over their useful lives. These useful lives are based on
our estimates of the period that the assets will generate
revenue. We review our intangible assets for impairment whenever
events or changes in circumstances indicate that the carrying
amount of an asset 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. As a result,
effective January 1, 2002, we ceased the amortization of
goodwill and wireless license acquisition costs. Instead, we now
test our goodwill and wireless license acquisition costs for
impairment at least annually. This change in policy has and may
continue to have a significant impact on our results of
operations and financial position. For the three and six months
ended June 30, 2001, the aggregate amount of amortization
expense attributable to our goodwill, was approximately
$14.5 million and $29.0 million and the aggregate
amount of amortization expense, net of income tax benefit,
attributable to our wireless license acquisition costs was
approximately $8.8 million and $17.0 million,
respectively. Without this amortization, our net loss applicable
to common stockholder would have been $9.5 million and
$25.5 million for the three and six months ended
June 30, 2001, respectively.

Through December 31, 2001, our accounting
policy was to evaluate the carrying value of our intangible
assets based on our undiscounted cash flows. However, as a
result of implementing SFAS No. 142, we are now required to
evaluate the carrying value of our indefinite life intangible
assets using their fair values. Upon implementation of this new
pronouncement, we recorded charges, net of income tax benefit of
approximately $281.6 million to reflect the write-down of
our wireless license acquisition costs to their fair values. In
addition, based on factors and circumstances impacting us as of
June 30, 2002, we determined that it was necessary to
re-evaluate the carrying value of our goodwill and indefinite
life intangible assets in accordance with SFAS No. 142.
Based on this evaluation, we concluded that there was an
impairment of our goodwill. Therefore, at June 30, 2002, we
recorded an additional impairment loss totaling
$377.0 million.

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 June 30, 2002
    Compared to Three Months Ended June 30, 2001

Operating revenue.For the three months ended
June 30, 2002, our total operating revenue increased
$9.7 million, or 9.1%, to $115.8 million from
$106.1 million for the comparable period in 2001. Our total
service revenue, roaming revenue and equipment and other revenue
represented 65.9%, 30.7% and 3.4%, respectively, of our total
operating revenue during the three months ended June 30,
2002 and 63.3%, 32.4% and 4.3%, respectively, of our total
operating revenue during the three months ended June 30,
2001.

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The following table sets forth the components of
our operating revenue for the three months ended June 30,
2002 and 2001.

|                   |                             |                    |   |        |         |  |   |        |         | 
|------------------ | --------------------------- | ------------------ | - | ------ | ------- |  | - | ------ | ------- | 
|                   |                             |                   
|                   |                             | Three Months Ended
|                   |                             | June 30,          
|                   |                             |                   
|                   |                             | 2002               |   | 2001  
|                   |                             |                    |   |       
|                   |                             |                   
|                   |                             | ($ in thousands)  
|Operating revenue: |                             |                    |   |        |         |  |   |       
|                   | Service revenue             |                    | $ | 76,260 |         |  | $ | 67,189 |        
|                   | Roaming revenue             |                    |   | 35,592 |         |  |   | 34,320 |        
|                   | Equipment and other revenue |                    |   | 3,958  |         |  |   | 4,598  |        
|                   |                             |                    |   |        |         |  |   |       
|                   |                             | Total              |   | $      | 115,810 |  |   | $      | 106,107 | 
|                   |                             |                    |   |        |         |  |   |       

For the three months ended June 30, 2002,
our service revenue increased $9.1 million, or 13.5%, to
$76.3 million from $67.2 million for the three months
ended June 30, 2001. The increase was primarily
attributable to increased penetration and usage. Our subscriber
base increased 12.5% to 657,900 at June 30, 2002 from
584,900 at June 30, 2001. Even though we have experienced
increased competition and market pressure, our average monthly
service revenue per subscriber remained constant at $40 for the
three months ended June 30, 2002 and 2001, because our
service revenue has been positively impacted by changes in the
mix of digital and analog subscribers in our subscriber base. On
June 30, 2002, 80.0% of our subscriber base was on digital
rate plans compared to 61.2% at June 30, 2001. Our digital
subscribers tend to use more minutes in a larger home area than
our analog subscribers.

For the three months ended June 30, 2002,
our roaming revenue increased $1.3 million, or 3.7%, to
$35.6 million from $34.3 million for the three months
ended June 30, 2001. Roaming minutes have increased by
44.0% from June 30, 2001 to June 30, 2002, however,
our roaming revenue per minute-of-use has decreased by 27.5%.

For the three months ended June 30, 2002,
our equipment and other revenue decreased $0.6 million, or
13.9%, to $4.0 million from $4.6 million for the three
months ended June 30, 2001. This decrease primarily
resulted from a slow-down in the migration of existing
subscribers from analog to digital service, along with a
decrease in gross subscriber additions.

Cost of service.For
the three months ended June 30, 2002, our total cost of
service increased $3.1 million, or 11.8%, to
$29.3 million from $26.2 million for the comparable
period in 2001. As described with our service revenue above, on
average, our digital subscribers use more minutes than our
analog subscribers. This increased usage also increases the
minutes used by our subscribers outside our markets, thus
increasing the expenses we are charged by third-party wireless
providers. Our cost of service increased approximately
$0.4 million due to increased charges by third-party
wireless providers. The remaining increase of $2.7 million
was primarily the result of increased networking costs
associated with increases in our network capacity necessary to
handle minute-of-use growth. Minutes-of-use on our network
increased approximately 50.7% for the three months ended
June 30, 2002 compared to the same period in 2001.

Cost of equipment.For the three months ended
June 30, 2002, our cost of equipment decreased
$2.2 million, or 22.2%, to $7.7 million during 2002
from $9.9 million in 2001. This decrease primarily resulted
from a slow-down in the migration of existing subscribers from
analog to digital service, along with a decrease in gross
subscriber additions.

Marketing and selling costs.For the three months ended
June 30, 2002, our marketing and selling costs increased
$1.1 million, or 8.2%, to $14.8 million from
$13.7 million for the three months ended June 30,
2001, due to increases in selling cost primarily as a result of
increased advertising related to the second quarter introduction
of a new line of rate plans. Gross subscriber additions were
50,100 for the three months ended June 30, 2002 compared to
52,800 for the three months ended June 30, 2001.

General and administrative costs.For the three months ended
June 30, 2002, our general and administrative costs
increased $2.1 million, or 13.7%, to $17.0 million
from $14.9 million for the three months

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ended June 30, 2001. This increase is a
result of increased infrastructure costs such as customer
service, billing, collections and administrative costs as a
result of the overall growth of our business. Our overall
monthly general and administrative costs per subscriber remained
constant at $9 for the three-month periods ended June 30,
2002 and 2001.


Depreciation and amortization expense.For the three months ended
June 30, 2002, our depreciation and amortization expense
decreased $28.6 million, or 63.0%, to $16.8 million
from $45.4 million for 2001. The decrease is a result of
the implementation of 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
June 30, 2001, the aggregate amount of amortization expense
attributable to our goodwill was approximately
$14.5 million and the aggregate amount of amortization
expense attributable to wireless license acquisition costs was
approximately $14.5 million.

Interest expense.For the three months ended
June 30, 2002, our interest expense decreased
$3.2 million, or 7.6%, to $38.8 million from $42.0 for
the three months ended June 30, 2001. The decrease
primarily resulted from an overall decrease in interest rates
and the reduction of the outstanding balance on our credit
facility.

Impairment on
Goodwill.For the three months ended
June 30, 2002, we recognized an impairment of our goodwill
totaling $377.0 million. This impairment was a result of
our re-evaluation of our carrying values of goodwill and
indefinite life intangible assets in accordance with SFAS
No. 142, Goodwill and Other Intangible Assets.

Net loss.For the
three months ended June 30, 2002, our net loss was
$381.6 million. Our net loss increased $348.8 million
from $32.8 million for the three months ended June 30,
2001. The increase in our net loss was primarily attributable to
our impairment of goodwill, as described above.

Dividends on preferred stock.For the three months ended
June 30, 2002, our dividends on preferred stock were
$1.1 million. They are the result of the purchase of
35,000 shares of our preferred stock by one of our
principal owners, Dobson Communications, on June 29, 2001.



| |                                                                              
| | -----------------------------------------------------------------------------
| | Six Months Ended June 30, 2002
    Compared to Six Months Ended June 30, 2001

Operating revenue.For the six months ended June 30,
2002, our total operating revenue increased $19.3 million,
or 9.8%, to $215.7 million from $196.4 million for the
comparable period in 2001. Our total service revenue, roaming
revenue and equipment and other revenue represented 67.9%, 28.8%
and 3.3%, respectively, of our total operating revenue during
the six months ended June 30, 2002 and 64.3%, 31.1% and
4.6%, respectively, of our total operating revenue during the
six months ended June 30, 2001.

The following table sets forth the components of
our operating revenue for the six months ended June 30,
2002 and 2001.

|                   |                             |                  |   |         |         |  |   |         |         | 
|------------------ | --------------------------- | ---------------- | - | ------- | ------- |  | - | ------- | ------- | 
|                   |                             |                 
|                   |                             | Six Months Ended
|                   |                             | June 30,        
|                   |                             |                 
|                   |                             | 2002             |   | 2001   
|                   |                             |                  |   |        
|                   |                             |                 
|                   |                             | ($ in thousands)
|Operating revenue: |                             |                  |   |         |         |  |   |        
|                   | Service revenue             |                  | $ | 146,447 |         |  | $ | 126,306 |        
|                   | Roaming revenue             |                  |   | 62,185  |         |  |   | 61,047  |        
|                   | Equipment and other revenue |                  |   | 7,061   |         |  |   | 9,043   |        
|                   |                             |                  |   |         |         |  |   |        
|                   |                             | Total            |   | $       | 215,693 |  |   | $       | 196,396 | 
|                   |                             |                  |   |         |         |  |   |        

For the six months ended June 30, 2002, our
service revenue increased $20.1 million, or 15.9%, to
$146.4 million from $126.3 million for the six months
ended June 30, 2001. The increase was primarily
attributable to increased penetration and usage. Our subscriber
base increased 12.5% to 657,900 at June 30,

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2002 from 584,900 at June 30, 2001. Even
though we have experienced increased competition and market
pressure, our average monthly service revenue per subscriber
remained constant at $39 for the six months ended June 30,
2002 and 2001, because our average monthly service revenue per
subscriber has been positively impacted by changes in the mix of
digital and analog subscribers in our subscriber base. On
June 30, 2002, 80.0% of our subscriber base was on digital
rate plans compared to 61.2% at June 30, 2001. Our digital
rate plans typically produce higher service revenue per
subscriber and allow subscribers to use more minutes in a larger
home area than our analog rate plans.


For the six months ended June 30, 2002, our
roaming revenue increased $1.2 million, or 1.9%, to
$62.2 million from $61.0 million for the six months
ended June 30, 2001. Roaming minutes have increased by
41.6% from June 30, 2001 to June 30, 2002, however,
our roaming revenue per minute-of-use has decreased by 29.3%.

For the six months ended June 30, 2002, our
equipment and other revenue decreased $1.9 million, or
21.9%, to $7.1 million from $9.0 million for the six
months ended June 30, 2001. This decrease primarily
resulted from a slow-down in the migration of existing
subscribers from analog to digital service, along with a
decrease in gross subscriber additions.

Cost of service.For
the six months ended June 30, 2002, our total cost of
service increased $7.1 million, or 14.4%, to
$56.6 million from $49.5 million for the comparable
period in 2001. As described with our service revenue above, on
average, our digital subscribers use more minutes than our
analog subscribers. This increased usage also increases the
minutes used by our subscribers outside our markets, thus
increasing the expenses we are charged by third-party wireless
providers. Our cost of service increased approximately
$2.9 million due to increased charges by third-party
wireless providers. The remaining increase of $4.2 million
was primarily the result of increased networking costs
associated with increases in our network capacity necessary to
handle minute-of-use growth. Minutes-of-use on our network
increased approximately 50.4% for the six months ended
June 30, 2002 compared to the same period in 2001.

Cost of equipment.For the six months ended June 30,
2002, our cost of equipment decreased $5.8 million, or
27.4%, to $15.1 million during 2002 from $20.9 million
in 2001. This decrease primarily resulted from a slow-down in
the migration of existing subscribers from analog to digital
service, along with a decrease in gross subscriber additions.

Marketing and selling costs.For the six months ended June 30,
2002, our marketing and selling costs increased slightly by
$0.6 million, or 2.1%, to $28.4 million from
$27.8 million for the six months ended June 30, 2001
due to a slight increase in selling costs primarily as a result
of increased advertising related to the second quarter
introduction of a new line of rate plans. Gross subscriber
additions were 102,600 for the six months ended June 30,
2002 compared to 113,000 for the six months ended June 30,
2001.

General and administrative costs.For the six months ended June 30,
2002, our general and administrative costs increased
$4.6 million, or 16.0%, to $33.6 million from
$29.0 million for the six months ended June 30, 2001.
This increase is a result of increased infrastructure costs such
as customer service, billing, collections and administrative
costs as a result of the overall growth of our business. Our
overall monthly general and administrative costs per subscriber
remained constant at $9 for the six-month periods ended
June 30, 2002 and 2001.

Depreciation and amortization expense.For the six months ended June 30,
2002, our depreciation and amortization expense decreased
$55.8 million, or 63.0%, to $32.7 million from
$88.5 million for 2001. The decrease is a result of the
implementation of 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 six months ended
June 30, 2001, the aggregate amount of amortization expense
attributable to our goodwill was approximately
$29.0 million and the aggregate amount of amortization
expense attributable to our wireless license acquisition costs
was approximately $28.3 million.

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Interest expense.For the six months ended June 30,
2002, our interest expense decreased $1.6 million, or 2.0%,
to $79.3 million from $80.9 for the six months ended
June 30, 2001. The decrease primarily resulted from an
overall decrease in interest rates and the reduction of the
outstanding balance on our credit facility.

Impairment on
Goodwill.For the six months ended
June 30, 2002, we recognized an impairment of our goodwill
totaling $377.0 million. This impairment was a result of
our re-evaluation of our carrying values of goodwill and
indefinite life intangible assets in accordance with SFAS
No. 142, Goodwill and Other Intangible Assets.

Loss from discontinued operations.For the six months ended June 30,
2002, we had a net loss from discontinued operations of
$0.7 million, compared to $0.8 million for the six
months ended June 30, 2001. These losses from discontinued
operations reflect our losses from Tennessee 4 RSA, which
we sold to Verizon Wireless on February 8, 2002.

Gain from sale of discontinued operations.For the six months ended June 30,
2002, we had a gain from sale of discontinued operations of
$13.5 million, net of tax. This gain reflects our sale of
our Tennessee 4 RSA market, which we sold to Verizon Wireless on
February 8, 2002.

Cumulative effect of change in accounting
principle.For the six months ended
June 30, 2002 we recognized an impairment on our wireless
license acquisition costs of approximately $281.6 million,
net of tax benefit, as a result of implementing SFAS
No. 142 Goodwill and Other Intangible Assets.

Net loss.For the
six months ended June 30, 2002, our net loss was
$663.8 million. Our net loss increased $592.3 million
from $71.5 million for the six months ended June 30,
2001. The increase in our net loss was primarily attributable to
our impairment of goodwill and the cumulative effect of change
in accounting principle related to the implementation of SFAS
No. 142, both described above.

Dividends on preferred stock.For the six months ended June 30,
2002, our dividends on preferred stock were $2.3 million.
They are the result of the purchase of 35,000 shares of our
preferred stock by one of our principal owners, Dobson
Communications, on June 29, 2001.

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, bank debt, which may not be available to us in the
future, the sale of debt securities and infusions of equity
capital from one of our parents and its affiliates. Neither
Dobson Communications nor AT&T Wireless is obligated to
contribute equity capital or other financing to our subsidiaries
or us.



| |              
| | -------------
| | Net Cash Flow

At June 30, 2002, we had a working capital
deficit of $1.6 billion, a ratio of current assets to
current liabilities of 0.08:1 and an unrestricted cash balance
of $4.7 million, which compares to a working capital
deficit of $8.4 million, a ratio of current assets to
current liabilities of 0.9:1 and an unrestricted cash balance of
$6.0 million at December 31, 2001.

Our net cash used in operating activities totaled
$0.9 million for the six months ended June 30, 2002
compared to $28.3 million for the six months ended
June 30, 2001. The decrease in our cash used is primarily a
result of improved operating income.

Our net cash provided by investing activities
totaled $165.4 million for the six months ended
June 30, 2002 compared to net cash used in investing
activities of $49.1 million for the six months ended
June 30, 2001. This increase is related primarily to the
net proceeds from the sale of Tennessee 4 RSA to Verizon
Wireless for a total of approximately $202.6 million, less
approximately $8.2 million reserved in escrow and a
decrease in capital expenditures. Capital expenditures were
$30.0 million for the six months ended June 30, 2002
and $44.2 million for the six months ended June 30,
2001.

18



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##### Table of Contents



Net cash used in financing activities was
$165.7 million for the six months ended June 30, 2002
compared to net cash provided by financing activities of
$65.2 million for the six months ended June 30, 2001.
This decrease is primarily due to proceeds from senior
subordinated notes of $693.0 million, proceeds from long
term debt of $130.0 million and investment from Dobson
Communications of $35.0 million, offset by repayment of
long term debt of $656.8 million and purchase of restricted
investment of $133.2 million for the six months ended
June 30, 2001. Financing activity sources for the six
months ended June 30, 2002 consisted of proceeds from
long-term debt of $127.8 million and maturities of
restricted investments of $33.3 million, which were offset
by repayments of long-term debt totaling $325.8 million.



| |                  
| | -----------------
| | Capital Resources

On February 25, 2000, we obtained a
$1.75 billion bank credit facility that included a
$300.0 million revolving credit facility and
$1.45 billion of term loan facilities. Our credit facility
was amended on March 14, 2001, when we permanently repaid
$200.0 million of the term loan. We used proceeds from the
issuance of our $450.0 million Senior Subordinated Notes
due 2009, to reduce our credit facility to $1.55 billion.
We further amended our credit facility on June 4, 2001,
when we permanently repaid $201.3 million of the term loan
with proceeds from our issuance of $250.0 million Senior
Subordinated Notes due 2009, which reduced our credit facility
to $1.34 billion. On September 27, 2001, our lenders
and we agreed to a third amendment of the credit facility, which
modified certain financial covenants (as described below). In
addition to our financial covenants, we are required to make
prepayments of proceeds received from significant asset sales,
new borrowings and a portion of excess cash flow. Therefore,
when we completed the sale of Tennessee 4 RSA to Verizon
Wireless for a total purchase price of $202.0 million
during February 2002, we permanently prepaid approximately
$190.0 million of this credit facility. The maximum
availability of the credit facility is limited by restrictions,
such as certain financial ratios. As of June 30, 2002, we
had outstanding borrowings under our credit facility of
$915.6 million, with no additional amounts available for
future borrowings.

Our amended credit facility imposes a number of
restrictive covenants that, among other things, limit our
ability to incur additional indebtedness, create liens and pay
dividends. In addition, we are required to maintain certain
financial ratios, including, but not limited to:



| |   |                                                                                                                                                                                                                             
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a ratio of senior indebtedness to operating cash
    flow of 7.00 to 1 at December 31, 2001, decreasing to 5.75
    to 1 at December 31, 2002 and decreasing over time to 2.50
    to 1;                                    
|
| |  | a ratio of total indebtedness to operating cash
    flow of 10.10 to 1 at December 31, 2001, decreasing to 7.75
    to 1 at December 31, 2002 and decreasing over time to 4.00
    to 1;                                    
|
| |  | a ratio of operating cash flow to debt service
    requirements of 1.20 to 1 at December 31, 2001, increasing
    to 1.35 to 1 at December 31, 2002 and decreasing over time
    to 1.20 to 1;                              
|
| |  | a ratio of operating cash flow to interest
    expense requirement of 1.45 to 1 at December 31, 2001,
    increasing to 1.80 to 1 at December 31, 2002 and increasing
    over time to 2.50 to 1;                           
|
| |  | beginning on December 31, 2002, a ratio of
    operating cash flow minus capital expenditures to the sum of
    debt service requirements and cash distributions of 1.00 to 1
    and continuing over time at 1.00 to 1; and
|
| |  | a limitation on capital expenditures.                                                                                                                                                                                       

Interest on the revolving credit facility and the
term loan facilities is variable and is based on a prime rate or
a LIBOR formula. The weighted average interest rate for the six
months ended June 30, 2002 was 4.8% and interest rates have
ranged in total between 4.4% and 10.1% since inception.

Our credit facility includes a financial covenant
requiring that we not exceed a total debt leverage ratio ranging
from 9.25 to 1.00 in the first quarter to 7.75 to 1.00 in the
fourth quarter 2002. At June 30, 2002, we were not in
compliance with this covenant. We are currently in discussions
with our lenders regarding our credit facility. Our lenders
presently have the right, but not the obligation, to accelerate
the repayment of the entire amount outstanding under the credit
facility. Acceleration under the credit facility would allow the
holders of our Senior Subordinated Notes to declare the
principal and interest of the Senior Subordinated

19



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##### Table of Contents



Notes immediately due and payable. We would then
be required to either refinance the debt or repay the amounts
due. If this were to occur, we would attempt to renegotiate the
debt with the holders to provide, among other things, for an
extended repayment term. We can provide no assurance that we
would be able to renegotiate the debt under these conditions or
meet our obligation under the accelerated repayment terms.
Therefore, as of June 30, 2002, we classified all of our
long-term debt as current. There continues to be substantial
doubt about our ability to continue as a going concern, as
expressed in the independent auditors report on our 2001
financial statements.


On March 14, 2001, we sold
$450.0 million Senior Subordinated Notes due 2009 at a
discount of $3.3 million that carry an interest rate of
9.5%. The discount will be amortized over the life of the notes.
On June 4, 2001, we sold $250.0 million of Senior
Subordinated Notes due 2009 at a discount of $3.6 million
that carry an interest rate of 9.5%. The discount will be
amortized over the life of the notes.

On June 29, 2001, we received
$35.0 million from Dobson Communications Corporation from
its purchase of 35,000 shares of our 12.0% Series A
Preferred Stock.



| |                    
| | -------------------
| | Capital Commitments

We had capital expenditures of $30.0 million
for the six months ended June 30, 2002. We have budgeted
approximately $55.0 million for capital expenditures in
2002, of which, approximately $5.0 million to
$10.0 million will be used to begin our GSM/ GPRS overlay.
We plan on investing in our property and equipment from
operating cash flows expected to be generated during the
remainder of 2002. The amount and timing of capital expenditures
may vary depending on the rate at which we expand and develop
our wireless systems, whether we consummate additional
acquisitions and renegotiate our credit facility, as described
above.

At June 30, 2002, we had $4.7 million
of unrestricted cash and $74.5 million in restricted cash,
of which $66.3 million of the restricted cash was in escrow
to pay interest. We anticipate that our cash flow from
operations, along with this cash, will be sufficient to meet our
short-term cash needs. If we are successful in renegotiating our
debt as described above, we would have sufficient resources to
satisfy our expected capital expenditures, working capital and
debt service obligations over the next year. However, we cannot
provide any assurance that we will be successful in
renegotiating our debt or 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. Under the new
rules, we treat our wireless license acquisition costs as
indefinite life intangible assets. As a result, effective
January 1, 2002, we no longer amortize goodwill and
wireless license acquisition costs. Instead, we are testing for
impairment of goodwill or indefinite life intangible assets at
least annually and will only adjust the carrying amount of these
intangible assets upon an impairment of the goodwill or
indefinite life intangible assets. For the three and six months
ended June 30, 2001, we recorded approximately
$14.5 million and $29.0 million of amortization
expense related to our goodwill and approximately
$8.8 million and $17.0 million of amortization
expense, net of income tax benefit, related to our wireless
license acquisition costs, respectively. Without this
amortization, our net loss applicable to common stockholder
would have been $9.5 million and $25.5 million for the
three and six months ended June 30, 2001, respectively.

Through December 31, 2001, our accounting
policy was to evaluate the carrying value of our intangible
assets based on our undiscounted cash flows. However, as a
result of implementing SFAS No. 142, we are now required to
evaluate the carrying value of our indefinite life intangible
assets using their fair values. Upon the implementation of SFAS
No. 142 on January 1, 2002, we recorded charges, net
of income tax benefit, of approximately $281.6 million, to
reflect the write-down of our wireless license acquisition costs
to their fair value. In addition, based on factors and
circumstances impacting us as of June 30, 2002, we
determined that it was necessary to re-evaluate the carrying
value of our goodwill and indefinite life intangible assets in

20



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accordance with SFAS No. 142. Based on this
evaluation, we concluded that there was an impairment of our
goodwill. Therefore, at June 30, 2002, we recorded an
additional impairment loss totaling $377.0 million.


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. During the fourth quarter 2001, two of our
wholly-owned, indirect subsidiaries, entered into a definitive
agreement to sell Tennessee 4 RSA. As a result of this
sale, we elected to early adopt this standard during the fourth
quarter 2001, effective January 1, 2001 to properly reflect
the operations, assets and liabilities of Tennessee 4 RSA
as discontinued operations in our condensed consolidated
financial statements. Tennessee 4 RSA was sold to Verizon
Wireless on February 8, 2002 and proceeds were used to pay
down long-term debt.

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 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 and
preferred stock 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.

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Item 3.     Quantitative
and Qualitative Disclosures 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.
At June 30, 2002, we were not involved with any derivatives
or other financial instruments, due to the fact that our
previous interest rate swaps expired on June 4, 2002.

At June 30, 2002, we had long-term debt
outstanding of $1.6 billion, of which, $915.6 million
bears interest at floating rates. These rates averaged
4.8% for the six months ended June 30, 2002. One
percentage point of an interest rate adjustment would change our
interest expense on an annual basis by approximately
$9.2 million.

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PART II.

OTHER INFORMATION

Item 1.     Legal
Proceedings

Not applicable

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 of                                                                                                                                                                               
|Numbers |    | Description |  | Filing                                                                                                                                                                                  
|        |    |             |  |                                                                                                                                                                                         
|        | 3  | .1          |  | Fourth Restated Certificate of Incorporation of
    American Cellular Corporation                                                                                                        |  | (1)[3.1]  
|        | 3  | .1.1        |  | Amendment to Fourth Restated Certificate of
    Incorporation of American Cellular Corporation                                                                                           |  | (5)[3.1.1]
|        | 3  | .1.2        |  | Certificate of Designation for the Series A
    Preferred Stock of American Cellular Corporation                                                                                         |  | (5)[3.1.2]
|        | 3  | .2          |  | Amended and Restated Bylaws of Registrant                                                                                                                                                |  | (1)[3.2]  
|        | 4  | .1          |  | Second Amended and Restated Limited Liability
    Company Agreement of ACC Acquisition LLC, dated
    February 25, 2000, between AT&T Wireless Services JV
    Co. and Dobson JV Company |  | (1)[4.1]  
|        | 4  | .2          |  | Indenture dated March 14, 2001 between
    American Cellular Corporation and United States Trust Company of
    New York                                                                 |  | (1)[4.2]  
|        | 4  | .3          |  | Escrow and Security Agreement dated
    March 14, 2001 between American Cellular Corporation and
    United States Trust Company of New York                                             |  | (1)[4.3]  
|        | 4  | .4          |  | Registration Rights Agreement dated
    March 14, 2001 between American Cellular Corporation,
    Lehman Brothers, Inc. and Banc of America Securities LLC                               |  | (1)[4.4]  
|        | 4  | .5          |  | Escrow and Security Agreement dated June 4,
    2001 between American Cellular Corporation and United States
    Trust Company of New York                                               |  | (4)[4.5]  
|        | 4  | .6          |  | Registration Rights Agreement dated June 4,
    2001 between American Cellular Corporation, Banc of America
    Securities LLC and Lehman Brothers, Inc.                                 |  | (4)[4.6]  
|        | 10 | .1          |  | Amended and Restated Management Agreement, dated
    February 25, 2000, between Dobson Cellular Systems, Inc.
    and of ACC Acquisition LLC                                             |  | (1)[10.1] 
|        | 10 | .2          |  | Amended and Restated Operating Agreement, dated
    February 25, 2000, between Dobson Cellular Systems, Inc. (and
    its affiliates) and ACC Acquisition LLC (and its affiliates)       |  | (1)[10.2] 

23



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|        |    |             |  |                                                                                                                                                                                                                            |  |            
|------- | -- | ----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------
|Exhibit |    |             |  | Method of                                                                                                                                                                                                                 
|Numbers |    | Description |  | Filing                                                                                                                                                                                                                    
|        |    |             |  |                                                                                                                                                                                                                           
|        | 10 | .3          |  | Amended and Restated Operating Agreement, dated
    February 25, 2000, between AT&T Wireless Services, Inc.
    (and its affiliates) and ACC Acquisition LLC (and its affiliates)                                          |  | (1)[10.3]  
|        | 10 | .3.1        |  | Addendum to Amended and Restated Operating
    Agreement between AT&T Wireless Services, Inc. (and its
    affiliates) and ACC Acquisition, LLC (and its affiliates) dated
    May 8, 2002                                 |  | (7)[10.3.1]
|        | 10 | .4          |  | Credit Agreement, dated February 25, 2000,
    among American Cellular Corporation, Bank of America, N.A., CIBC
    World Market Corp., Barclays Bank PLC, Lehman Commercial Paper
    Inc., TD Securities Inc. and others |  | (1)[10.4]  
|        | 10 | .4.1        |  | First Amendment to Credit Agreement dated
    March 2, 2001                                                                                                                                                                |  | (1)[10.4.1]
|        | 10 | .4.2        |  | Second Amendment to Credit Agreement dated
    May 31, 2001                                                                                                                                                                |  | (2)[10.4.2]
|        | 10 | .4.3        |  | Third Amendment to Credit Agreement dated
    September 27, 2001                                                                                                                                                           |  | (5)[10.4.3]
|        | 10 | .4.4        |  | Limited Waiver to Credit Agreement dated
    April 10, 2002                                                                                                                                                                |  | (6)[10.4.4]
|        | 10 | .5*         |  | License Agreement, dated October 8, 2001, by
    and between H.O. Systems, Inc. and American Cellular Corporation                                                                                                          |  | (5)[10.5]  
|        | 10 | .6*         |  | Purchase and License Agreement between Nortel
    Networks, Inc. and Dobson Communications Corporation, dated
    November 16, 2001                                                                                        |  | (5)[10.6]  
|        | 10 | .7          |  | Form of License Agreement among Cellular One
    Group and various subsidiaries of American Cellular Corporation                                                                                                           |  | (1)[10.7]  
|        | 10 | .8          |  | Intercarrier Roamer Service Agreement, dated
    January 23, 1997, between American Cellular Corporation, as
    successor to PriCellular Corporation and United States Cellular
    Corporation                           |  | (1)[10.8]  
|        | 10 | .9.1        |  | Letter Agreement dated July 5, 2000
    accepting American Cellular Corporation as an affiliate of
    Dobson Cellular Systems, Inc.                                                                                       |  | (1)[10.9.1]
|        | 10 | .11         |  | Intercarrier Roamer Service Agreement, dated
    January 16, 1997, between Licensees and Permittees (as
    defined in the Agreement) and American Cellular Corporation,
    successor to PriCellular Corporation          |  | (1)[10.16] 
|        | 10 | .12         |  | Asset Purchase Agreement dated October 30,
    2001 by and between ACC of Tennessee LLC, and Cellco
    Partnership, a Delaware general partnership, d/b/a Verizon
    Wireless                                            |  | (3)[10.17] 
|        | 10 | .13*        |  | InterCarrier Multi-Standard Roaming Agreement
    effective as of January 25, 2002, between Cingular
    Wireless, LLC and Dobson Cellular Systems, Inc. and its
    Affiliates, including American Cellular Corporation   |  | (5)[10.13] 



---



|    |                                                                                                                                                                                                              
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*   | Confidential treatment has been requested for a
    portion of this document.                                                                                                                                
|   
|(1) | Filed as an exhibit to the Registrants
    Registration Statement on Form S-4 (registration
    No. 333-59322), as the exhibit number indicated in brackets
    and incorporated by reference herein.       
|   
|(2) | Filed as an exhibit to the Registrants
    Quarterly Report on Form 10-Q for the quarter ended
    March 31, 2001, as the exhibit number indicated in brackets
    and incorporated by reference herein.    
|   
|(3) | Filed as an exhibit to the Registrants
    Quarterly Report on Form 10-Q for the quarter ended
    September 31, 2001, as the exhibit number indicated in
    brackets and incorporated by reference herein.
|   
|(4) | Filed as an exhibit to the Registrants
    Registration Statement on Form S-4 (no. 333-63454) as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                     
|   
|(5) | 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.       
|   
|(6) | Filed as an exhibit to the Registrants
    Quarterly Report on Form 10-Q for the quarter ended
    March 31, 2002, as the exhibit number indicated in brackets
    and incorporated by reference herein.    

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|    |                                                                                                                                                                                 
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(7) | Filed as an exhibit to the Registrants
    current report on Form 8-K on May 17, 2002 as the
    exhibit number indicated in brackets and incorporated by
    reference herein.

(b) Reports on Form 8-K

The Registrant filed a Current Report on form 8-K
on May 17, 2002, which reported the Registrant and AT&T
Wireless Services, Inc. amended the amended and restated
operating agreement between them originally dated
February 25, 2000 to establish rates for the amended and
restated operating agreement through June 30, 2007, under
Item 5. Other Events.

The Registrant filed a Current Report on form 8-K
on June 27, 2002, which reported the Registrants change in
certifying accountants from Arthur Andersen LLP to KPMG LLP,
under Item 4. Changes in Registrants Certifying
Accountant.

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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.



| |                              
| | -----------------------------
| | AMERICAN CELLULAR CORPORATION

Date: August 13, 2002

| |                       
| | ----------------------
| | /s/ EVERETT R. DOBSON 
| |                       
| | Everett R. Dobson     
| | President and Director

Date: August 13, 2002

| |                              
| | -----------------------------
| | /s/ BRUCE R. KNOOIHUIZEN     
| |                              
| | Bruce R. Knooihuizen         
| | Treasurer and Director       
| | (Principal Financial Officer)

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##### Table of Contents



INDEX TO EXHIBITS

|        |    |             |  |                                                                                                                                                                                                                            |  |            
|------- | -- | ----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------
|Exhibit |    |             |  | Method of                                                                                                                                                                                                                 
|Numbers |    | Description |  | Filing                                                                                                                                                                                                                    
|        |    |             |  |                                                                                                                                                                                                                           
|        | 3  | .1          |  | Fourth Restated Certificate of Incorporation of
    American Cellular Corporation                                                                                                                                          |  | (1)[3.1]   
|        | 3  | .1.1        |  | Amendment to Fourth Restated Certificate of
    Incorporation of American Cellular Corporation                                                                                                                             |  | (5)[3.1.1] 
|        | 3  | .1.2        |  | Certificate of Designation for the Series A
    Preferred Stock of American Cellular Corporation                                                                                                                           |  | (5)[3.1.2] 
|        | 3  | .2          |  | Amended and Restated Bylaws of Registrant                                                                                                                                                                                  |  | (1)[3.2]   
|        | 4  | .1          |  | Second Amended and Restated Limited Liability
    Company Agreement of ACC Acquisition LLC, dated
    February 25, 2000, between AT&T Wireless Services JV
    Co. and Dobson JV Company                                   |  | (1)[4.1]   
|        | 4  | .2          |  | Indenture dated March 14, 2001 between
    American Cellular Corporation and United States Trust Company of
    New York                                                                                                   |  | (1)[4.2]   
|        | 4  | .3          |  | Escrow and Security Agreement dated
    March 14, 2001 between American Cellular Corporation and
    United States Trust Company of New York                                                                               |  | (1)[4.3]   
|        | 4  | .4          |  | Registration Rights Agreement dated
    March 14, 2001 between American Cellular Corporation,
    Lehman Brothers, Inc. and Banc of America Securities LLC                                                                 |  | (1)[4.4]   
|        | 4  | .5          |  | Escrow and Security Agreement dated June 4,
    2001 between American Cellular Corporation and United States
    Trust Company of New York                                                                                 |  | (4)[4.5]   
|        | 4  | .6          |  | Registration Rights Agreement dated June 4,
    2001 between American Cellular Corporation, Banc of America
    Securities LLC and Lehman Brothers, Inc.                                                                   |  | (4)[4.6]   
|        | 10 | .1          |  | Amended and Restated Management Agreement, dated
    February 25, 2000, between Dobson Cellular Systems, Inc.
    and of ACC Acquisition LLC                                                                               |  | (1)[10.1]  
|        | 10 | .2          |  | Amended and Restated Operating Agreement, dated
    February 25, 2000, between Dobson Cellular Systems, Inc. (and
    its affiliates) and ACC Acquisition LLC (and its affiliates)                                         |  | (1)[10.2]  
|        | 10 | .3          |  | Amended and Restated Operating Agreement, dated
    February 25, 2000, between AT&T Wireless Services, Inc.
    (and its affiliates) and ACC Acquisition LLC (and its affiliates)                                          |  | (1)[10.3]  
|        | 10 | .3.1        |  | Addendum to Amended and Restated Operating
    Agreement between AT&T Wireless Services, Inc. (and its
    affiliates) and ACC Acquisition, LLC (and its affiliates) dated
    May 8, 2002                                 |  | (7)[10.3.1]
|        | 10 | .4          |  | Credit Agreement, dated February 25, 2000,
    among American Cellular Corporation, Bank of America, N.A., CIBC
    World Market Corp., Barclays Bank PLC, Lehman Commercial Paper
    Inc., TD Securities Inc. and others |  | (1)[10.4]  
|        | 10 | .4.1        |  | First Amendment to Credit Agreement dated
    March 2, 2001                                                                                                                                                                |  | (1)[10.4.1]
|        | 10 | .4.2        |  | Second Amendment to Credit Agreement dated
    May 31, 2001                                                                                                                                                                |  | (2)[10.4.2]
|        | 10 | .4.3        |  | Third Amendment to Credit Agreement dated
    September 27, 2001                                                                                                                                                           |  | (5)[10.4.3]
|        | 10 | .4.4        |  | Limited Waiver to Credit Agreement dated
    April 10, 2002                                                                                                                                                                |  | (6)[10.4.4]
|        | 10 | .5*         |  | License Agreement, dated October 8, 2001, by
    and between H.O. Systems, Inc. and American Cellular Corporation                                                                                                          |  | (5)[10.5]  
|        | 10 | .6*         |  | Purchase and License Agreement between Nortel
    Networks, Inc. and Dobson Communications Corporation, dated
    November 16, 2001                                                                                        |  | (5)[10.6]  
|        | 10 | .7          |  | Form of License Agreement among Cellular One
    Group and various subsidiaries of American Cellular Corporation                                                                                                           |  | (1)[10.7]  
|        | 10 | .8          |  | Intercarrier Roamer Service Agreement, dated
    January 23, 1997, between American Cellular Corporation, as
    successor to PriCellular Corporation and United States Cellular
    Corporation                           |  | (1)[10.8]  
|        | 10 | .9.1        |  | Letter Agreement dated July 5, 2000
    accepting American Cellular Corporation as an affiliate of
    Dobson Cellular Systems, Inc.                                                                                       |  | (1)[10.9.1]



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##### Table of Contents



|        |    |             |  |                                                                                                                                                                                                                          |  |           
|------- | -- | ----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----------
|Exhibit |    |             |  | Method of                                                                                                                                                                                                               
|Numbers |    | Description |  | Filing                                                                                                                                                                                                                  
|        |    |             |  |                                                                                                                                                                                                                         
|        | 10 | .11         |  | Intercarrier Roamer Service Agreement, dated
    January 16, 1997, between Licensees and Permittees (as
    defined in the Agreement) and American Cellular Corporation,
    successor to PriCellular Corporation        |  | (1)[10.16]
|        | 10 | .12         |  | Asset Purchase Agreement dated October 30,
    2001 by and between ACC of Tennessee LLC, and Cellco
    Partnership, a Delaware general partnership, d/b/a Verizon
    Wireless                                          |  | (3)[10.17]
|        | 10 | .13*        |  | InterCarrier Multi-Standard Roaming Agreement
    effective as of January 25, 2002, between Cingular
    Wireless, LLC and Dobson Cellular Systems, Inc. and its
    Affiliates, including American Cellular Corporation |  | (5)[10.13]



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|    |                                                                                                                                                                                                              
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*   | Confidential treatment has been requested for a
    portion of this document.                                                                                                                                
|   
|(1) | Filed as an exhibit to the Registrants
    Registration Statement on Form S-4 (registration
    No. 333-59322), as the exhibit number indicated in brackets
    and incorporated by reference herein.       
|   
|(2) | Filed as an exhibit to the Registrants
    Quarterly Report on Form 10-Q for the quarter ended
    March 31, 2001, as the exhibit number indicated in brackets
    and incorporated by reference herein.    
|   
|(3) | Filed as an exhibit to the Registrants
    Quarterly Report on Form 10-Q for the quarter ended
    September 31, 2001, as the exhibit number indicated in
    brackets and incorporated by reference herein.
|   
|(4) | Filed as an exhibit to the Registrants
    Registration Statement on Form S-4 (no. 333-63454) as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                     
|   
|(5) | 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.       
|   
|(6) | Filed as an exhibit to the Registrants
    Quarterly Report on Form 10-Q for the quarter ended
    March 31, 2002, as the exhibit number indicated in brackets
    and incorporated by reference herein.    
|   
|(7) | Filed as an exhibit to the Registrants
    current report on Form 8-K on May 17, 2002 as the
    exhibit number indicated in brackets and incorporated by
    reference herein.