##### Table of Contents









UNITED STATES 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,
    2003                                            
| 
|o |  | TRANSITION REPORT PURSUANT TO SECTION 13
    OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| 
|  |  | For the transition period
    from           to                                             

Commission file no. 333-59322 and
333-63454



---

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                     |  | 73134                                   
|(Address of principal executive
    offices)                       |  | (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 filing
requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, but files reports required by those
sections pursuant to contractual obligations.

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

As of August 8, 2003, 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
Services, Inc.



---






---

TABLE OF CONTENTS



|                                            |                                                                                               |  |  |  |  |  |  | 
|------------------------------------------- | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION              
|                                            | CONDENSED CONSOLIDATED BALANCE SHEETS                                                        
|                                            | CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS                                              
|                                            | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS                                              
|                                            | NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)                             
|                                            | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                                            | Item 3. Quantitative and Qualitative Disclosures About Market Risk                           
|                                            | Item 4. Controls and Procedures                                                              
|PART II. OTHER INFORMATION                 
|                                            | Item 1. Legal Proceedings                                                                    
|                                            | Item 2. Changes in Securities and Use of Proceeds                                            
|                                            | Item 3. Defaults Upon Senior Securities                                                      
|                                            | Item 4. Submission of Matters to a Vote of Security Holders                                  
|                                            | Item 5. Other Information                                                                    
|                                            | Item 6. Exhibits and Reports on Form 8K                                                      
|SIGNATURES                                 
|EX-31.1 Rule 13a-14(a) Certification by CEO
|EX-31.2 Rule 13a-14(a) Certification by CFO



---



##### 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, 2003 and December 31, 2002                           |  |  | 2  | 
|                                  |   |  |  | Condensed Consolidated Statements of Operations
    for the Three and Six Months Ended June 30, 2003 and 2002 |  |  | 3  | 
|                                  |   |  |  | Condensed Consolidated Statements of Cash Flows
    for the Six Months Ended June 30, 2003 and 2002           |  |  | 4  | 
|                                  |   |  |  | Notes to Condensed Consolidated Financial
    Statements                                                      |  |  | 5  | 
|                                  | 2 |  |  | Managements Discussion and Analysis of
    Financial Condition and Results of Operations                     |  |  | 10 | 
|                                  | 3 |  |  | Quantitative and Qualitative Disclosure about
    Market Risk                                                 |  |  | 21 | 
|                                  | 4 |  |  | Controls and Procedures                                                                                       |  |  | 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



---



##### Table of Contents






PART I.

FINANCIAL INFORMATION



|        |                     
|------- | --------------------
|Item 1. | Financial Statements

AMERICAN CELLULAR CORPORATION AND
SUBSIDIARIES






CONDENSED CONSOLIDATED BALANCE
SHEETS


|                                          |                                                                                  |                             |                                             |                |               |               |             |                |               |               | 
|----------------------------------------- | -------------------------------------------------------------------------------- | --------------------------- | ------------------------------------------- | -------------- | ------------- | ------------- | ----------- | -------------- | ------------- | ------------- | 
|                                          |                                                                                  | June 30,                    |                                             | December 31,  
|                                          |                                                                                  | 2003                        |                                             | 2002          
|                                          |                                                                                  |                             |                                             |               
|                                          |                                                                                  | (Unaudited)                 |                                             |               
|ASSETS                                   
|CURRENT ASSETS:                           |                                                                                  |                             |                                             |                |               |               |             |               
|                                          | Cash and cash equivalents                                                        |                             | $                                           | 23,103,372     |               |               | $           | 15,865,547     |              
|                                          | Accounts receivable, net                                                         |                             |                                             | 43,560,933     |               |               |             | 38,545,920     |              
|                                          | Restricted cash and investments                                                  |                             |                                             | 4,148,988      |               |               |             | 38,206,378     |              
|                                          | Inventory                                                                        |                             |                                             | 3,464,195      |               |               |             | 4,327,769      |              
|                                          | Prepaid expenses and other                                                       |                             |                                             | 6,524,405      |               |               |             | 5,253,085      |              
|                                          |                                                                                  |                             |                                             |                |               |               |             |               
|                                          |                                                                                  | Total current assets        |                                             |                | 80,801,893    |               |             |                | 102,198,699   |              
|                                          |                                                                                  |                             |                                             |                |               |               |             |               
|PROPERTY, PLANT AND EQUIPMENT             |                                                                                  |                             | 184,787,573                                 |                |               |               | 185,935,029 |               
|                                          |                                                                                  |                             |                                             |                |               |               |             |               
|OTHER ASSETS:                             |                                                                                  |                             |                                             |                |               |               |             |               
|                                          | Receivables  affiliates                                                         |                             |                                             |               |               |               |             | 1,278,034      |              
|                                          | Restricted investments                                                           |                             |                                             |               |               |               |             | 4,122,232      |              
|                                          | Wireless license acquisition costs                                               |                             |                                             | 569,168,796    |               |               |             | 569,168,796    |              
|                                          | Goodwill                                                                         |                             |                                             | 285,107,091    |               |               |             | 285,107,091    |              
|                                          | Deferred financing costs and other, net                                          |                             |                                             | 37,863,495     |               |               |             | 41,007,037     |              
|                                          | Customer list, net                                                               |                             |                                             | 15,695,125     |               |               |             | 20,562,127     |              
|                                          | Other non-current assets                                                         |                             |                                             | 585,139        |               |               |             | 539,264        |              
|                                          |                                                                                  |                             |                                             |                |               |               |             |               
|                                          |                                                                                  | Total other assets          |                                             |                | 908,419,646   |               |             |                | 921,784,581   |              
|                                          |                                                                                  |                             |                                             |                |               |               |             |               
|                                          |                                                                                  |                             | Total assets                                |                | $             | 1,174,009,112 |             |                | $             | 1,209,918,309 | 
|                                          |                                                                                  |                             |                                             |                |               |               |             |               
|                                         
|LIABILITIES AND STOCKHOLDERS
    DEFICIT
|CURRENT LIABILITIES:                      |                                                                                  |                             |                                             |                |               |               |             |               
|                                          | Accounts payable                                                                 |                             | $                                           | 27,416,428     |               |               | $           | 35,865,934     |              
|                                          | Accounts payable  affiliates                                                    |                             |                                             | 3,734,785      |               |               |             |               |              
|                                          | Accrued expenses                                                                 |                             |                                             | 2,422,640      |               |               |             | 2,814,310      |              
|                                          | Accrued interest payable                                                         |                             |                                             | 14,500,489     |               |               |             | 14,499,071     |              
|                                          | Accrued dividends payable                                                        |                             |                                             | 9,345,561      |               |               |             | 6,799,945      |              
|                                          | Deferred revenue and customer deposits                                           |                             |                                             | 10,945,610     |               |               |             | 11,014,222     |              
|                                          | Current portion of long-term debt                                                |                             |                                             | 1,558,820,277  |               |               |             | 1,588,509,275  |              
|                                          |                                                                                  |                             |                                             |                |               |               |             |               
|                                          |                                                                                  | Total current liabilities   |                                             |                | 1,627,185,790 |               |             |                | 1,659,502,757 |              
|                                          |                                                                                  |                             |                                             |                |               |               |             |               
|OTHER LIABILITIES:                        |                                                                                  |                             |                                             |                |               |               |             |               
|                                          | Deferred tax liabilities                                                         |                             |                                             | 42,947,283     |               |               |             | 43,690,897     |              
|                                          | Commitments (Note 4)                                                             |                             |                                             |                |               |               |             |                |              
|                                          | Series A preferred stock                                                         |                             |                                             | 35,000,000     |               |               |             | 35,000,000     |              
|STOCKHOLDERS DEFICIT:                    |                                                                                  |                             |                                             |                |               |               |             |               
|                                          | Class A Common Stock, $.01 par value,
    3,000 shares authorized and 100 issued |                             |                                             | 1              |               |               |             | 1              |              
|                                          | Paid-in capital                                                                  |                             |                                             | 797,827,564    |               |               |             | 797,827,564    |              
|                                          | Retained deficit                                                                 |                             |                                             | (1,328,951,526 | )             |               |             | (1,326,102,910 | )            
|                                          |                                                                                  |                             |                                             |                |               |               |             |               
|                                          |                                                                                  | Total stockholders deficit |                                             |                | (531,123,961  | )             |             |                | (528,275,345  | )            
|                                          |                                                                                  |                             |                                             |                |               |               |             |               
|                                          |                                                                                  |                             | Total liabilities and stockholders deficit |                | $             | 1,174,009,112 |             |                | $             | 1,209,918,309 | 
|                                          |                                                                                  |                             |                                             |                |               |               |             |               

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

2



---



##### Table of Contents



AMERICAN CELLULAR CORPORATION AND
SUBSIDIARIES






CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS


|                                                                               |                                                                                         |                                                                                                                 |                          |                  |   |             |              |              |   |             |            |             |   |             |              |              |              |             | 
|------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------- | ------------------------ | ---------------- | - | ----------- | ------------ | ------------ | - | ----------- | ---------- | ----------- | - | ----------- | ------------ | ------------ | ------------ | ----------- | 
|                                                                               |                                                                                         |                                                                                                                 |                          |                 
|                                                                               |                                                                                         | Three Months Ended                                                                                              |                          | Six Months Ended
|                                                                               |                                                                                         | June 30,                                                                                                        |                          | June 30,        
|                                                                               |                                                                                         |                                                                                                                 |                          |                 
|                                                                               |                                                                                         | 2003                                                                                                            |                          | 2002             |   | 2003        |              | 2002        
|                                                                               |                                                                                         |                                                                                                                 |                          |                  |   |             |              |             
|                                                                               |                                                                                         |                                                                                                                
|                                                                               |                                                                                         | (Unaudited)                                                                                                    
|OPERATING REVENUE:                                                             |                                                                                         |                                                                                                                 |                          |                  |   |             |              |              |   |             |            |             |   |             |              |             
|                                                                               | Service revenue                                                                         |                                                                                                                 | $                        | 78,119,263       |   |             | $            | 76,260,404   |   |             | $          | 153,295,153 |   |             | $            | 146,447,018  |             
|                                                                               | Roaming revenue                                                                         |                                                                                                                 |                          | 34,718,232       |   |             |              | 35,591,912   |   |             |            | 62,397,978  |   |             |              | 62,185,375   |             
|                                                                               | Equipment and other revenue                                                             |                                                                                                                 |                          | 4,099,259        |   |             |              | 3,957,741    |   |             |            | 7,733,341   |   |             |              | 7,060,448    |             
|                                                                               |                                                                                         |                                                                                                                 |                          |                  |   |             |              |              |   |             |            |             |   |             |              |             
|                                                                               |                                                                                         |                                                                                                                 | Total operating revenue  |                  |   | 116,936,754 |              |              |   | 115,810,057 |            |             |   | 223,426,472 |              |              |              | 215,692,841 | 
|                                                                               |                                                                                         |                                                                                                                 |                          |                  |   |             |              |              |   |             |            |             |   |             |              |             
|OPERATING EXPENSES:                                                            |                                                                                         |                                                                                                                 |                          |                  |   |             |              |              |   |             |            |             |   |             |              |             
|                                                                               | Cost of service (exclusive of items shown
    separately below)                         |                                                                                                                 |                          | 24,853,789       |   |             |              | 29,273,204   |   |             |            | 48,423,346  |   |             |              | 56,647,622   |             
|                                                                               | Cost of equipment                                                                       |                                                                                                                 |                          | 9,182,242        |   |             |              | 7,703,870    |   |             |            | 18,090,810  |   |             |              | 15,149,689   |             
|                                                                               | Marketing and selling                                                                   |                                                                                                                 |                          | 12,441,614       |   |             |              | 14,812,803   |   |             |            | 24,832,432  |   |             |              | 28,387,181   |             
|                                                                               | General and administrative                                                              |                                                                                                                 |                          | 17,252,977       |   |             |              | 16,956,189   |   |             |            | 34,946,957  |   |             |              | 33,637,869   |             
|                                                                               | Depreciation and amortization                                                           |                                                                                                                 |                          | 17,573,485       |   |             |              | 16,762,556   |   |             |            | 34,577,058  |   |             |              | 32,744,595   |             
|                                                                               |                                                                                         |                                                                                                                 |                          |                  |   |             |              |              |   |             |            |             |   |             |              |             
|                                                                               |                                                                                         |                                                                                                                 | Total operating expenses |                  |   | 81,304,107  |              |              |   | 85,508,622  |            |             |   | 160,870,603 |              |              |              | 166,566,956 | 
|                                                                               |                                                                                         |                                                                                                                 |                          |                  |   |             |              |              |   |             |            |             |   |             |              |             
|OPERATING INCOME                                                               |                                                                                         |                                                                                                                 | 35,632,647               |                  |   |             | 30,301,435   |              |   |             | 62,555,869 |             |   |             | 49,125,885   |             
|OTHER INCOME (EXPENSE):                                                        |                                                                                         |                                                                                                                 |                          |                  |   |             |              |              |   |             |            |             |   |             |              |             
|                                                                               | Interest expense                                                                        |                                                                                                                 |                          | (31,210,375      | ) |             |              | (38,781,460  | ) |             |            | (62,464,523 | ) |             |              | (79,322,205  | )           
|                                                                               | Impairment of goodwill                                                                  |                                                                                                                 |                          |                 |   |             |              | (377,000,000 | ) |             |            |            |   |             |              | (377,000,000 | )           
|                                                                               | Other income (expense), net                                                             |                                                                                                                 |                          | (917,090         | ) |             |              | 786,738      |   |             |            | (596,223    | ) |             |              | 284,349      |             
|                                                                               |                                                                                         |                                                                                                                 |                          |                  |   |             |              |              |   |             |            |             |   |             |              |             
|INCOME (LOSS) BEFORE INCOME TAXES AND
    DISCONTINUED OPERATIONS              |                                                                                         |                                                                                                                 | 3,505,182                |                  |   |             | (384,693,287 | )            |   |             | (504,877   | )           |   |             | (406,911,971 | )           
|                                                                               | Income tax (expense) benefit                                                            |                                                                                                                 |                          | (1,402,073       | ) |             |              | 3,077,315    |   |             |            | 201,878     |   |             |              | 11,964,789   |             
|                                                                               |                                                                                         |                                                                                                                 |                          |                  |   |             |              |              |   |             |            |             |   |             |              |             
|INCOME (LOSS) FROM CONTINUING OPERATIONS                                       |                                                                                         |                                                                                                                 | 2,103,109                |                  |   |             | (381,615,972 | )            |   |             | (302,999   | )           |   |             | (394,947,182 | )           
|DISCONTINUED OPERATIONS: (Note 2)                                              |                                                                                         |                                                                                                                 |                          |                  |   |             |              |              |   |             |            |             |   |             |              |             
|                                                                               | Loss from discontinued operations, net of income
    tax benefit of $435,838            |                                                                                                                 |                          |                 |   |             |              |             |   |             |            |            |   |             |              | (653,909     | )           
|                                                                               | Gain from sale of discontinued operations, net of
    income tax expense of $50,282,976 |                                                                                                                 |                          |                 |   |             |              |             |   |             |            |            |   |             |              | 13,472,110   |             
|                                                                               |                                                                                         |                                                                                                                 |                          |                  |   |             |              |              |   |             |            |             |   |             |              |             
|INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF
    CHANGE IN ACCOUNTING PRINCIPLE   |                                                                                         |                                                                                                                 | 2,103,109                |                  |   |             | (381,615,972 | )            |   |             | (302,999   | )           |   |             | (382,128,981 | )           
|                                                                               |                                                                                         | Cumulative effect of change in accounting
    principle, net of income tax benefit of $187,760,000
    (Note 6) |                          |                  |  |             |              |              |  |             |            |             |  |             |              |              | (281,640,000 | )          
|                                                                               |                                                                                         |                                                                                                                 |                          |                  |   |             |              |              |   |             |            |             |   |             |              |             
|NET INCOME (LOSS)                                                              |                                                                                         |                                                                                                                 | 2,103,109                |                  |   |             | (381,615,972 | )            |   |             | (302,999   | )           |   |             | (663,768,981 | )           
|DIVIDENDS ON PREFERRED STOCK                                                   |                                                                                         |                                                                                                                 | (1,291,619               | )                |   |             | (1,147,586   | )            |   |             | (2,545,617 | )           |   |             | (2,261,747   | )           
|                                                                               |                                                                                         |                                                                                                                 |                          |                  |   |             |              |              |   |             |            |             |   |             |              |             
|NET INCOME (LOSS) APPLICABLE TO COMMON
    STOCKHOLDER                         |                                                                                         | $                                                                                                               | 811,490                  |                  |   | $           | (382,763,558 | )            |   | $           | (2,848,616 | )           |   | $           | (666,030,728 | )           
|                                                                               |                                                                                         |                                                                                                                 |                          |                  |   |             |              |              |   |             |            |             |   |             |              |             
|BASIC NET INCOME (LOSS) APPLICABLE TO COMMON
    STOCKHOLDER PER COMMON SHARE: |                                                                                         |                                                                                                                 |                          |                  |   |             |              |              |   |             |            |             |   |             |              |             
|                                                                               | Continuing operations                                                                   |                                                                                                                 |                          | 21,031           |   |             |              | (3,816,160   | ) |             |            | (3,030      | ) |             |              | (3,949,472   | )           
|                                                                               | Discontinued operations                                                                 |                                                                                                                 |                          |                 |   |             |              |             |   |             |            |            |   |             |              | 128,182      |             
|                                                                               | Cumulative effect of change in accounting
    principle                                 |                                                                                                                 |                          |                 |   |             |              |             |   |             |            |            |   |             |              | (2,816,400   | )           
|                                                                               | Dividends on preferred stock                                                            |                                                                                                                 |                          | (12,916          | ) |             |              | (11,476      | ) |             |            | (25,456     | ) |             |              | (22,617      | )           
|                                                                               |                                                                                         |                                                                                                                 |                          |                  |   |             |              |              |   |             |            |             |   |             |              |             
|BASIC NET INCOME (LOSS) APPLICABLE TO COMMON
    STOCKHOLDER PER COMMON SHARE  |                                                                                         | $                                                                                                               | 8,115                    |                  |   | $           | (3,827,636   | )            |   | $           | (28,486    | )           |   | $           | (6,660,307   | )           
|                                                                               |                                                                                         |                                                                                                                 |                          |                  |   |             |              |              |   |             |            |             |   |             |              |             
|BASIC WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                               |                                                                                         |                                                                                                                 | 100                      |                  |   |             | 100          |              |   |             | 100        |             |   |             | 100          |             
|                                                                               |                                                                                         |                                                                                                                 |                          |                  |   |             |              |              |   |             |            |             |   |             |              |             

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

3



---



##### Table of Contents



AMERICAN CELLULAR CORPORATION AND
SUBSIDIARIES






CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS


|                                                                            |                                                                                                                               |                                                                  |                                                         |               |            |             |            |              |             |              |  
|--------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------- | ------------------------------------------------------- | ------------- | ---------- | ----------- | ---------- | ------------ | ----------- | ------------ | -
|                                                                            |                                                                                                                               |                                                                 
|                                                                            |                                                                                                                               | Six Months Ended                                                
|                                                                            |                                                                                                                               |                                                                 
|                                                                            |                                                                                                                               | June 30, 2003                                                    |                                                         | June 30, 2002
|                                                                            |                                                                                                                               |                                                                  |                                                         |              
|                                                                            |                                                                                                                               |                                                                 
|                                                                            |                                                                                                                               | (Unaudited)                                                     
|CASH FLOWS FROM OPERATING ACTIVITIES:                                       |                                                                                                                               |                                                                  |                                                         |               |            |             |            |             
|                                                                            | Net loss from continuing operations                                                                                           |                                                                  | $                                                       | (302,999      | )          |             | $          | (394,947,182 | )          
|                                                                            | Adjustments to reconcile net loss from continuing
    operations to net cash provided by (used in) operating
    activities  |                                                                  |                                                         |               |            |             |            |              |            
|                                                                            |                                                                                                                               | Depreciation and amortization                                    |                                                         |               | 34,577,058 |             |            |              | 32,744,595  |             
|                                                                            |                                                                                                                               | Amortization of bond premium and financing costs                 |                                                         |               | 3,474,643  |             |            |              | 3,023,313   |             
|                                                                            |                                                                                                                               | Deferred income taxes                                            |                                                         |               | (743,614   | )           |            |              | (7,772,715  | )           
|                                                                            |                                                                                                                               | 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 |             
|                                                                            |                                                                                                                               | (Loss) gain on sale of assets                                    |                                                         |               | (1,346     | )           |            |              | 13,359      |             
|                                                                            | Changes in current assets and
    liabilities                                                                                |                                                                  |                                                         |               |            |             |            |              |            
|                                                                            |                                                                                                                               | Accounts receivable                                              |                                                         |               | (5,015,013 | )           |            |              | (3,764,390  | )           
|                                                                            |                                                                                                                               | Inventory                                                        |                                                         |               | 863,574    |             |            |              | 2,963,534   |             
|                                                                            |                                                                                                                               | Prepaid expenses and other                                       |                                                         |               | (457,231   | )           |            |              | (2,310,459  | )           
|                                                                            |                                                                                                                               | Accounts payable                                                 |                                                         |               | (8,449,506 | )           |            |              | 3,147,436   |             
|                                                                            |                                                                                                                               | Accrued expenses                                                 |                                                         |               | (390,253   | )           |            |              | (3,961,347  | )           
|                                                                            |                                                                                                                               | Deferred revenue and customer deposits                           |                                                         |               | (68,612    | )           |            |              | (966,025    | )           
|                                                                            |                                                                                                                               |                                                                  |                                                         |               |            |             |            |             
|                                                                            |                                                                                                                               |                                                                  | Net cash provided by (used in) operating
    activities |               |            | 23,486,701  |            |              |             | (931,984     | )
|                                                                            |                                                                                                                               |                                                                  |                                                         |               |            |             |            |             
|CASH FLOWS FROM INVESTING ACTIVITIES:                                       |                                                                                                                               |                                                                  |                                                         |               |            |             |            |             
|                                                                            | Capital expenditures                                                                                                          |                                                                  |                                                         | (28,348,209   | )          |             |            | (29,956,371  | )          
|                                                                            | Decrease in receivable-affiliates                                                                                             |                                                                  |                                                         | 1,050,581     |            |             |            |             |            
|                                                                            | Increase in payable-affiliates                                                                                                |                                                                  |                                                         | 3,734,785     |            |             |            |             |            
|                                                                            | Net proceeds from sale of discontinued operations                                                                             |                                                                  |                                                         |              |            |             |            | 194,427,958  |            
|                                                                            | Refund of funds held in escrow for contingencies
    on sold assets                                                           |                                                                  |                                                         | 4,115,532     |            |             |            |             |            
|                                                                            | Other investing activities                                                                                                    |                                                                  |                                                         | (31,466       | )          |             |            | 907,337      |            
|                                                                            |                                                                                                                               |                                                                  |                                                         |               |            |             |            |             
|                                                                            |                                                                                                                               |                                                                  | Net cash (used in) provided by investing
    activities |               |            | (19,478,777 | )          |              |             | 165,378,924  |  
|                                                                            |                                                                                                                               |                                                                  |                                                         |               |            |             |            |             
|CASH FLOWS FROM FINANCING ACTIVITIES:                                       |                                                                                                                               |                                                                  |                                                         |               |            |             |            |             
|                                                                            | Proceeds from long-term debt                                                                                                  |                                                                  |                                                         |              |            |             |            | 127,800,000  |            
|                                                                            | Repayments of long-term debt                                                                                                  |                                                                  |                                                         | (30,019,975   | )          |             |            | (325,842,208 | )          
|                                                                            | Deferred financing costs                                                                                                      |                                                                  |                                                         | (124          | )          |             |            | (901,550     | )          
|                                                                            | Maturities of restricted investments                                                                                          |                                                                  |                                                         | 33,250,000    |            |             |            | 33,250,000   |            
|                                                                            |                                                                                                                               |                                                                  |                                                         |               |            |             |            |             
|                                                                            |                                                                                                                               |                                                                  | Net cash provided by (used in) financing
    activities |               |            | 3,229,901   |            |              |             | (165,693,758 | )
|                                                                            |                                                                                                                               |                                                                  |                                                         |               |            |             |            |             
|NET INCREASE (DECREASE) IN CASH AND CASH
    EQUIVALENTS                    |                                                                                                                               |                                                                  | 7,237,825                                               |               |            |             | (1,246,818 | )           
|CASH AND CASH EQUIVALENTS, beginning of period                              |                                                                                                                               |                                                                  | 15,865,547                                              |               |            |             | 5,962,148  |             
|                                                                            |                                                                                                                               |                                                                  |                                                         |               |            |             |            |             
|CASH AND CASH EQUIVALENTS, end of period                                    |                                                                                                                               | $                                                                | 23,103,372                                              |               |            | $           | 4,715,330  |             
|                                                                            |                                                                                                                               |                                                                  |                                                         |               |            |             |            |             
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                          |                                                                                                                               |                                                                  |                                                         |               |            |             |            |             
|                                                                            | Cash paid for                                                                                                                |                                                                  |                                                         |               |            |             |            |              |            
|                                                                            |                                                                                                                               | Interest, net of amounts capitalized                             |                                                         | $             | 58,981,927 |             |            | $            | 85,321,414  |             
|                                                                            |                                                                                                                               | Income taxes                                                     |                                                         |               | 3,601,735  |             |            |              | 3,283,362   |             
|SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND
    FINANCING ACTIVITIES: |                                                                                                                               |                                                                  |                                                         |               |            |             |            |             
|                                                                            | Transfer of fixed assets from affiliates                                                                                      |                                                                  |                                                         | 227,453       |            |             |            | 407,403      |            

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

4



---



##### Table of Contents



AMERICAN CELLULAR CORPORATION AND
SUBSIDIARIES






NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS


(Unaudited)


The condensed consolidated balance sheets of
American Cellular Corporation, or ACC, and subsidiaries
(collectively with ACC, the Company) as of
June 30, 2003, the condensed consolidated statement of
operations for the three and six months ended June 30, 2003
and 2002, and the condensed consolidated statements of cash
flows for the six months ended June 30, 2003 and 2002 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.

The condensed consolidated balance sheet data at
December 31, 2002 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, 2002 consolidated financial
statements included in the Companys Form 10-K for the
fiscal year ended December 31, 2002.



|   |             
|-- | ------------
|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 (the Joint
Venture), an equally owned joint venture between Dobson
Communications and AT&T Wireless. 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.

On July 14, 2003, the Company and Dobson
Communications initiated a plan to restructure the
Companys indebtedness and equity ownership. Pursuant to
this plan, the Company and Dobson Communications commenced
simultaneous exchange offers for the Companys existing
9.5% senior subordinated notes due 2009 (the existing
notes) and solicitation of consents and votes for a
pre-packaged bankruptcy plan of reorganization under
Chapter 11 of the U.S. Bankruptcy Code (the
Pre-Packaged Plan) in the event the requirements of
the restructuring plan are not satisfied. In connection with the
restructuring plan, holders of the existing notes who tender
their notes will receive an aggregate of up to 45.1 million
shares of Dobson Communications class A common stock,
700,000 shares of Dobson Communications convertible
preferred stock with a maximum aggregate liquidation preference
of $125 million, convertible into a maximum of
14.3 million shares of Dobson Communications class A
common stock, and up to $50.0 million in cash in exchange
for their existing notes. Under the terms of the restructuring
plan, if the requisite holders of the existing notes did not
agree to the restructuring plan, the Company would proceed to
the Pre-Packaged Plan if the Company had the approval of holders
of existing notes representing at least 66.67% of the
outstanding aggregate principle amount of the existing notes
that actually vote on the Pre-Packaged Plan and the approval of
holders representing at least a majority in number of the
holders of the existing notes who actually vote on the
Pre-Packaged Plan. Pursuant to the Pre-Packaged Plan, holders of
the Companys existing notes would receive the same
consideration as they would have received in the restructuring
plan. Upon consummation of the restructuring plan, the Company
would become a wholly-owned, indirect subsidiary of Dobson
Communications.

On August 13, 2003, the Company and Dobson
Communications jointly announced that they have accepted all of
the existing notes that were tendered in connection with the
proposed restructuring plan. As a condition of the restructuring
plan, holders of at least 99.5% of the aggregate principal
amount of the Companys outstanding notes were required to
accept the exchange offer and tender their notes, unless the
Company and Dobson Communications agreed to a lesser
participation. As of August 13, 2003, Dobson Communications
stated that 97.4% of the outstanding principal amount of the
Companys notes had been tendered, thus, the Company and
Dobson Communications determined to waive the 99.5% acceptance

5



---



##### Table of Contents



AMERICAN CELLULAR CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

requirement, and accept all notes tendered, and
to proceed with the consummation of the restructuring plan. Even
though the Company also received substantially more than the
required vote for its prepackaged plan of reorganization, the
Company and Dobson Communications do not intend to pursue the
restructuring through the Pre-Packaged Plan of reorganization
for the Company. The Company expects to close the exchange
transaction on August 18, 2003, or as soon thereafter as is
practicable.

Dobson Communications has agreed to file a
re-sale shelf registration statement for the new class A common
and preferred stock within 20 days of the closing of the
exchange.

Also related to the restructuring, on
August 8, 2003, the Company and ACC Escrow Corp., a
recently formed, wholly-owned, indirect subsidiary of Dobson
Communications, completed the private offering of
$900 million aggregate principal amount of 10% senior notes
due 2011. The senior notes were issued at par on August 8,
2003, by ACC Escrow Corp. ACC Escrow was organized to merge into
the Company as part of the restructuring plan. The net proceeds
of the note offering were placed in escrow. Upon consummation of
the restructuring plan, including the merger, the net proceeds
from the offering will be used to fully repay the Companys
existing bank credit facility and to pay expenses of the
restructuring.

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



|   |                        
|-- | -----------------------
|2. | Discontinued Operations

On February 8, 2002, the Company sold
Tennessee 4 RSA to Verizon Wireless for a total purchase price
of $202.0 million. Proceeds from this transaction were
primarily used to pay down bank debt. 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
consolidated financial statements as discontinued operations.

Pursuant to SFAS No. 144,
Accounting for the Impairment or Disposal of Long-Lived
Assets, which replaced APB Opinion No. 30 for the
disposal of segments of a business, the condensed consolidated
financial statements have been reclassified for all periods
presented to reflect the Tennessee 4 RSA operations, assets
and liabilities as discontinued operations.

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:

|                                  |  |                     |        |  
|--------------------------------- |  | ------------------- | ------ | -
|                                  |  | For the Period From
|                                  |  | January 1, 2002    
|                                  |  | Through            
|                                  |  | February 8, 2002   
|                                  |  |                    
|                                  |  | ($ in thousands)   
|Operating revenue                 |  | $                   | 2,319  |  
|Loss before income taxes          |  |                     | (1,090 | )
|Income tax benefit                |  |                     | 436    |  
|Loss from discontinued operations |  |                     | (654   | )

The long-term debt of the Company is 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 based on Tennessee
4 RSAs pro rata population coverage, to properly
reflect the interest that was incurred to finance the Tennessee
4 RSA operations. The interest expense allocated to these
operations was $1.0 million for the period from
January 1, 2002 through February 8, 2002, the date of
disposition.

6



---



##### Table of Contents



AMERICAN CELLULAR CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

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



|   |               
|-- | --------------
|3. | Long-Term Debt

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

|                                           |                      |                  |           |              |  |   |           |           | 
|------------------------------------------ | -------------------- | ---------------- | --------- | ------------ |  | - | --------- | --------- | 
|                                           |                      | June 30,         |           | December 31,
|                                           |                      | 2003             |           | 2002        
|                                           |                      |                  |           |             
|                                           |                      |                 
|                                           |                      | ($ in thousands)
|Credit facility                            |                      | $                | 864,253   |              |  | $ | 894,273   |          
|Senior Subordinated Notes, net of discount |                      |                  | 694,567   |              |  |   | 694,236   |          
|                                           |                      |                  |           |              |  |   |           |          
|                                           | Total debt           |                  |           | 1,558,820    |  |   |           | 1,588,509 | 
|Less  Current maturities                  |                      |                  | 1,558,820 |              |  |   | 1,588,509 |          
|                                           |                      |                  |           |              |  |   |           |          
|                                           | Total long-term debt |                  | $         |             |  |   | $         |          | 
|                                           |                      |                  |           |              |  |   |           |          



| |                
| | ---------------
| | 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 loans. The Company used
proceeds from the issuance of its $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 an
additional $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). In addition to
the Companys financial covenants, the Company is required
to make prepayments of proceeds received from significant asset
sales, new borrowings and a portion of excess cash flow.
Therefore, when the Company completed the sale of Tennessee
4 RSA to Verizon Wireless for a total purchase price of
$202.0 million during February 2002, the Company
permanently prepaid approximately $190.0 million of its
credit facility. The maximum availability of the credit facility
is limited by restrictions, such as certain financial ratios. As
of June 30, 2003, the Company had outstanding borrowings
under the credit facility of $864.3 million, with no
additional amounts available for future borrowings.

The Companys 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 5.75 to 1 at June 30, 2003, decreasing over
    time to 2.50 to 1;
|
| |  | a ratio of total indebtedness to operating cash
    flow of 7.50 to 1 at June 30, 2003, decreasing over
    time to 4.00 to 1; 
|
| |  | a ratio of operating cash flow to debt service
    requirements of 1.20 to 1 at June 30, 2003, and
    thereafter;             

7



---



##### Table of Contents



AMERICAN CELLULAR CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)



| |   |                                                                                                                                               
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------
| |  | a ratio of operating cash flow to interest
    expense requirement of 1.80 to 1 at June 30, 2003,
    increasing over time to 2.50 to 1; and  
|
| |  | a ratio of operating cash flow minus capital
    expenditures to the sum of debt service requirements and cash
    distributions of 1.00 to 1.

Through September 2002, interest on the revolving
credit facility and the term loans was variable and was based on
a prime rate or a LIBOR formula. As a result of the
Companys non-compliance with a financial covenant
contained in the credit facility, beginning in October 2002, all
borrowings under the credit facility are only available based on
prime rate. The weighted average interest rate for the six
months ended June 30, 2003 was 5.8%, and interest rates
have ranged in total between 4.4% and 10.0% 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 of 7.50 to 1.00 in the second quarter
of 2003. At June 30, 2002 and continuing through
June 30, 2003, the Company has failed to comply with this
covenant. 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. To date, no such acceleration has
occurred. On June 30, 2002 and continuing through
June 30, 2003, the Company has classified all of its
long-term debt as current. Unless such non-compliance is
resolved, 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 2002 and 2001 financial statements. Also as a
result of the Companys non-compliance, beginning in
October 2002, all borrowings under its credit facility are only
available based on prime rate, which has increased the
Companys borrowing rate. As previously discussed, upon
consummation of the restructuring plan, the Company will repay
the amount outstanding under this credit facility.

The Company expects to enter into a new senior
credit facility, to be secured by certain of the Companys
assets, with availability up to $30 million. However, the
Company does not currently have commitments for any such
facility.



| |                          
| | -------------------------
| | 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. These
notes bear interest at an annual 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 also bear interest at an annual rate of
9.5%. The discount will be amortized over the life of the notes.

At December 31, 2002, restricted cash and
investments included $34.1 million, which represented the
remaining balance of interest pledge deposits to secure payment
of the first four semi-annual interest payments 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. The last interest payment made from these
reserved funds was during May 2003.



| |                     
| | --------------------
| | 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.

8



---



##### Table of Contents



AMERICAN CELLULAR CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

During 2001, 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
6.7%. This derivative contract expired in June 2002.

In accordance with SFAS No. 133, the
Company periodically assessed 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 as of June 30, 2002, which is reflected in
other (expense) income in the accompanying statement of
operations.



|   |            
|-- | -----------
|4. | 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 July 15, 2005. Of the
commitment, approximately $10.2 million remained
outstanding at June 30, 2003.



|   |              
|-- | -------------
|5. | Contingencies

The Company is party to various other legal
actions arising in the normal course of business. None of the
actions are believed by management to involve amounts that would
be material to the Companys consolidated financial
position, results of operation, or liquidity.



|   |                                                  
|-- | -------------------------------------------------
|6. | Change in Accounting Principles and
    Practices

In July 2001, the Financial Accounting Standards
Board issued Statements of Financial Accounting Standards
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, the Company is treating 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. 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. 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.



|   |                  
|-- | -----------------
|7. | Reclassifications

Certain reclassifications have been made to the
previously presented 2002 balances to conform them to the
current presentation.

9



---



##### Table of Contents








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

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

Overview

We 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, 2003, our wireless
systems covered a population of 5.0 million and we had
approximately 697,500 subscribers. We are equally owned by
AT&T Wireless and Dobson Communications.

Beginning on June 30, 2002 and continuing
through June 30, 2003, we have failed to comply with a
financial covenant in our senior credit facility, which requires
that we not exceed a certain total debt leverage ratio. 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
notes immediately due and payable. We would then be required to
either refinance the debt or repay the amounts due. To date, no
such acceleration has occurred. Absent a debt acceleration, we
anticipate that our cash flow from operations, along with cash
on hand, will be sufficient to meet our capital requirements
through October 2003, at which time we will be required to make
additional cash interest payments on our senior subordinated
notes. If the cash interest payments on our senior subordinated
notes are not made, the senior subordinated noteholders could
declare the principal and interest of the notes immediately due
and payable. Therefore, at June 30, 2003, all of our
long-term debt is classified as current. Unless such
non-compliance is resolved, there continues to be substantial
doubt about our ability to continue as a going concern, as
expressed in the independent auditors report on our 2002 and
2001 consolidated financial statements.

On July 14, 2003, we and Dobson
Communications initiated a plan to restructure our indebtedness
and equity ownership. Pursuant to this plan, we and Dobson
Communications commenced simultaneous exchange offers for our
existing 9.5% senior subordinated notes due 2009 (the
existing notes) and solicitation of consents and
votes for a pre-packaged bankruptcy plan of reorganization under
Chapter 11 of the U.S. Bankruptcy Code (the
Pre-Packaged Plan) in the event the requirements of
the restructuring plan are not satisfied. In connection with the
restructuring plan, holders of the existing notes who tender
their notes will receive an aggregate of up to 45.1 million
shares of Dobson Communications class A common stock,
700,000 shares of Dobson Communications convertible
preferred stock with a maximum aggregate liquidation preference
of $125 million, convertible into a maximum of
14.3 million shares of Dobson Communications class A
common stock, and up to $50.0 million in cash in exchange
for their existing notes. Under the terms of the restructuring
plan, if the requisite holders of the existing notes did not
agree to the restructuring plan, we would proceed to the
Pre-Packaged Plan if we had the approval of holders of existing
notes representing at least 66.67% of the outstanding aggregate
principle amount of the existing notes that actually vote on the
Pre-Packaged Plan and the approval of holders representing at
least a majority in number of the holders of the existing notes
who actually vote on the Pre-Packaged Plan. Pursuant to the
Pre-Packaged Plan, holders of our existing notes would receive
the same consideration as they would have received in the
restructuring plan. Upon consummation of the restructuring plan,
we would become a wholly-owned, indirect subsidiary of Dobson
Communications.

On August 13, 2003, we and Dobson
Communications jointly announced that we have accepted all of
the existing notes that were tendered in connection with the
proposed restructuring plan. As a condition of the restructuring
plan, holders of at least 99.5% of the aggregate principal
amount of our outstanding notes were required to accept the
exchange offer and tender their notes, unless we and Dobson
Communications agreed to a lesser participation. As of
August 13, 2003, Dobson Communications stated that 97.4% of
the outstanding principal amount of our notes had been tendered,
thus, we and Dobson Communications determined to waive the 99.5%
acceptance requirement, and accept all notes tendered, and to
proceed with the consummation of

10



---



##### Table of Contents



the restructuring plan. Even though we also
received substantially more than the required vote for our
prepackaged plan of reorganization, we and Dobson Communications
do not intend to pursue the restructuring through the
Pre-Packaged Plan of our reorganization. We expect to close the
exchange transaction on August 18, 2003, or as soon
thereafter as is practicable.


Dobson Communications has agreed to file a
re-sale shelf registration statement for the new class A common
and preferred stock within 20 days of the closing of the
exchange.

Also related to the restructuring, on
August 8, 2003, we and ACC Escrow Corp., a recently formed,
wholly-owned, indirect subsidiary of Dobson Communications,
completed the private offering of $900 million aggregate
principal amount of 10% senior notes due 2011. The senior notes
were issued at par on August 8, 2003, by ACC Escrow Corp.
ACC Escrow was organized to merge with us as part of the
restructuring plan. The net proceeds of the note offering were
placed in escrow. Upon consummation of the restructuring plan,
including the merger, the net proceeds from the offering will be
used to fully repay our existing bank credit facility and to pay
expenses of the restructuring.

We expect to enter into a new senior credit
facility, to be secured by certain of our assets, with
availability up to $30 million. However, we do not
currently have commitments for any such facility.

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 consolidated
financial statements. We used the proceeds primarily to pay down
our bank debt.

Subscribers

Our subscriber base contains three types of
subscribers; post-paid, reseller and pre-paid. At June 30,
2003 post-paid subscribers accounted for the largest portion of
our subscriber base, at 94.8%. These subscribers pay a monthly
access fee for a wireless service plan that generally includes a
fixed amount of minutes and certain service features. In
addition to the monthly access fee, these subscribers are
typically billed in arrears for long-distance charges, roaming
charges and rate plan overages. Our reseller subscribers are
similar to our post-paid subscribers in that they pay monthly
fees to utilize our network and services; however, these
subscribers are billed by a third party (reseller), who has
effectively resold our service to the end user (subscriber). We
in turn bill the third party for the monthly usage of the end
user. At June 30, 2003, the reseller base accounted for
4.1% of our total subscriber base. Our pre-paid subscribers,
which at June 30, 2003 accounted for 1.1% of our subscriber
base, are subscribers that pre-pay for an agreed upon amount of
usage.

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

Revenue

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

We derive service revenue primarily by providing
wireless services to our subscribers. The wireless 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 $0.16
for the three months ended June 30, 2003, $0.18 for the
three months ended June 30, 2002, $0.17 for the six months
ended June 30, 2003, and $0.18 for the six months ended
June 30, 2002. These declines have generally been offset by
significant increases in average minutes-of-use per subscriber.
The average minute-of-use per subscriber increased 3.7% and 6.8%
for the three and six months ended June 30, 2003 compared
to 2002. We believe that the industry trend toward

11



---



##### Table of Contents



increasing minutes-of-use per subscriber will
continue to offset declining revenue per minute-of-use due to
the continued popularity of calling plans which offer a large
number of included minutes 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 accounted for 29.7% of our operating
revenue for the three months ended June 30, 2003, 30.7% for
the three months ended June 30, 2002, 27.9% for the six
months ended June 30, 2003 and 28.8% for the six months
ended June 30, 2002. Roaming revenue typically yields
higher margins than revenue 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 among wireless providers. Our
roaming yield (roaming revenue, which includes airtime, toll
charges and surcharges, divided by roaming minutes-of-use) was
$0.23 for the three months ended June 30, 2003, $0.29 for
the three months ended June 30, 2002, $0.23 for the six
months ended June 30, 2003, and $0.29 for the six months
ended June 30, 2002. We believe that the trend of
increasing roaming minutes will continue to partially offset
declining roaming yields. Roaming minutes increased 22.0% and
28.6% for the three and six months ended June 30, 2003
compared to 2002. Roaming yields are decreasing as a result of
new contracts and scheduled rate reductions in existing
contracts. We believe these roaming contracts are beneficial
because they secure existing traffic and provide opportunity for
a continuing increase in the volume of traffic. Roaming revenue
tends to be impacted by seasonality. We typically have higher
roaming revenue during the second and third quarters of each
year, as users tend to travel more and, therefore, use their
wireless phones more during the spring and summer months.

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

Costs and Expenses

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

Our cost of service consists primarily of costs
to operate and maintain our facilities utilized in providing
service to customers and amounts paid to third-party wireless
providers for providing service to our subscribers when our
subscribers roam into their markets, referred to as
roaming costs. Consistent with the trend of
declining roaming revenue per minute, our roaming expense per
minute has declined as well. This decline in expense per minute
has contributed significantly to the recent trend of declining
cost of service.

Our cost of equipment represents the costs
associated with telephone equipment and accessories sold. We,
like other wireless providers, have continued the use of
discounts on phone equipment and free phone promotions for
phones sold to our customers, as competition between service
providers continues to intensify. 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 our number of wireless subscribers.

Our marketing and selling costs include
advertising, compensation paid to sales personnel and
independent dealers 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 dealers 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,

12



---



##### Table of Contents



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 subscribers and
populations in our respective licensed areas.


Our depreciation and amortization expense
represents the costs associated with the depreciation of our
fixed assets and the amortization of certain intangible assets.

Critical Accounting Policies and
Practices

It is necessary that we 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 revenue 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 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 definite life
intangible assets over their useful lives. These useful lives
are based on our estimates of the period that the assets will
generate revenue. Our policy was to review the carrying value of
our long-lived assets and certain identifiable intangibles
whenever events or changes in circumstances indicate that the
carrying value may not be recoverable. With the implementation
of SFAS No. 142, Goodwill and Other Intangible
Assets, which requires companies to cease the amortization
of existing goodwill and intangible assets with indefinite
lives, we reassessed the useful lives of our intangible assets.
A significant portion of our intangible assets is classified as
Wireless license acquisition costs, which represents
our costs associated with acquiring our FCC licenses. These
licenses allow us to provide wireless services by giving us the
exclusive right to utilize certain radio frequency spectrum.
Although the FCC licenses are issued for only a fixed time,
generally ten years, these licenses are renewed by the FCC on a
routine basis and for a nominal fee. In addition, we have
determined that there are no legal, regulatory, contractual,
competitive, economic or other factors that limit the useful
life of these FCC licenses. As a result, our wireless license
acquisition costs are treated as indefinite life intangible
assets. Therefore, upon implementing SFAS No. 142 in
its entirety on January 1, 2002, we ceased the amortization
of both goodwill and wireless license acquisition costs and now
test for impairment of goodwill and wireless license acquisition
costs at least annually and only adjust the carrying amount of
these intangible assets upon an impairment of the goodwill or
wireless license acquisition costs. We also determine on an
annual basis whether facts and circumstances continue to support
an indefinite useful life.

This change in policy has and may continue to
have a significant impact to our results of operations and
financial position. Through December 31, 2001, as stated
above, our accounting policy for impairment of long-lived assets
was to review the carrying value of our long-lived assets and
certain identifiable intangible assets whenever events or
changes in circumstances indicate that the carrying value may
not be recoverable. If such circumstances were deemed to exist,
the carrying value of the asset would be compared to the
estimated undiscounted future cash flows generated by the asset.
Our definite life assets will continue to be amortized over
their estimated useful lives and are subject to the same
impairment criteria. As a result of fully implementing
SFAS No. 142 on January 1, 2002, we are now
required to evaluate the carrying value of our indefinite life
intangible assets using their fair values, at least annually. To
complete this evaluation, we first performed a comparison of the
carrying amount of our wireless license acquisition costs to the
fair value of those assets. For purposes of this comparison, it
is our policy to aggregate our wireless license acquisition
costs. We determined the fair value of our wireless license
acquisition costs based on their estimated future discounted
cash flows. Based on the comparison we performed upon
implementation, we determined that the carrying amount of our
wireless license acquisition costs exceeded their estimated fair
value. Therefore, upon

13



---



##### Table of Contents



implementation of this new pronouncement in its
entirety, we recorded a charge, net of income tax benefit, of
$281.6 million to reflect the write-down of our wireless
license acquisition costs to their fair value. We then assessed
the carrying amount of our goodwill for possible impairment. For
goodwill, there is a two-step approach for assessing impairment.
The first step requires an evaluation of our fair value as a
company to our carrying amount, including goodwill. Our fair
value was determined based on estimated future discounted cash
flows. It was determined that our estimated fair value as a
company exceeded our carrying amount and thus, our goodwill was
not deemed to be impaired. Since our goodwill was not deemed to
be impaired as of January 1, 2002, the second step of the
impairment test, which is used to measure the amount of
impairment loss was not required to be completed.


Based on factors and circumstances impacting us
and the business climate in which we operated 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. The legal factors include the
non-compliance with our total leverage ratio covenant on our
senior credit facility, which gave our lenders the right to
accelerate the repayment of the entire amount outstanding under
our senior credit facility. In addition, our business climate
was impacted due to the fact that the rural wireless industry
had continued to experience a significant deterioration in
public equity valuations during the second quarter of 2002. As a
result of the re-evaluation of our wireless license acquisition
costs and goodwill, we concluded that the fair value of our
wireless license acquisition costs, as determined upon
implementation of SFAS No. 142, had not changed and
deemed that there was no further impairment of these assets. In
performing the impairment test on our goodwill, we concluded
that the overall assumptions used in first quarter 2002 were
still valid with the exception of the risk-based discount factor
and enterprise valuations. With the revised assumptions at
June 30, 2002, we determined that our goodwill was impaired
and as a result, we recorded an impairment loss totaling
$377.0 million.

In addition, during fourth quarter 2002, we
continued to have factors impacting our business for which a
re-evaluation was necessary. We continue to not be in-compliance
with our total leverage ratio covenant of our senior credit
facility, which has given our lenders the right to accelerate
the repayment of the entire amount outstanding under our senior
credit facility. To date, no such acceleration has occurred and
we continue to hold discussions with our bank lenders and with
representatives of certain of our bondholders concerning a
potential reorganization. Based on these discussions and other
factors, including an increase in a risk-based discount factor,
we determined that our goodwill continued to be impaired based
on current enterprise valuations. Therefore, we recorded an
additional impairment loss of $423.9 million at
December 31, 2002, bringing our total impairment loss on
goodwill to $800.9 million for the year ended
December 31, 2002.

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, 2003
    Compared to Three Months Ended June 30, 2002

Operating revenue.For the three months ended
June 30, 2003, our total operating revenue increased
$1.1 million, or 1.0%, to $116.9 million from
$115.8 million for the comparable period in 2002. The
following table sets forth the components of our operating
revenue for the periods indicated:

|                            |       |                             |        |            |  |        |      |            |   |   |        |         |  |  |      |       |  
|--------------------------- | ----- | --------------------------- | ------ | ---------- |  | ------ | ---- | ---------- | - | - | ------ | ------- |  |  | ---- | ----- | -
|                            |       |                            
|                            |       | Three Months Ended June 30,
|                            |       |                            
|                            |       |                             |        |           
|                            |       | 2003                        |        | 2002      
|                            |       |                             |        |           
|                            |       | Amount                      |        | Percentage |  | Amount |      | Percentage
|                            |       |                             |        |            |  |        |      |           
|                            |       |                            
|                            |       | ($ in thousands)           
|Service revenue             |       | $                           | 78,120 |            |  |        | 66.8 | %          |   | $ | 76,260 |         |  |  | 65.9 | %    
|Roaming revenue             |       |                             | 34,718 |            |  |        | 29.7 | %          |   |   | 35,592 |         |  |  | 30.7 | %    
|Equipment and other revenue |       |                             | 4,099  |            |  |        | 3.5  | %          |   |   | 3,958  |         |  |  | 3.4  | %    
|                            |       |                             |        |            |  |        |      |            |   |   |        |         |  |  |      |      
|                            | Total |                             | $      | 116,937    |  |        |      | 100.0      | % |   | $      | 115,810 |  |  |      | 100.0 | %
|                            |       |                             |        |            |  |        |      |            |   |   |        |         |  |  |      |      

14



---



##### Table of Contents



For the three months ended June 30, 2003,
our service revenue increased $1.8 million, or 2.4%, to
$78.1 million from $76.3 million for the three months
ended June 30, 2002. The increase was primarily
attributable to increased penetration and usage. Our average
subscriber base increased 5.7% to 659,400 at June 30, 2003
from 623,600 at June 30, 2002. However, our average monthly
service revenue per subscriber decreased to $39 for the three
months ended June 30, 2003 compared to $40 for the three
months ended June 30, 2002.

For the three months ended June 30, 2003,
our roaming revenue decreased $0.9 million, or 2.5%, to
$34.7 million from $35.6 million for the three months
ended June 30, 2002. We experienced a 22.0% increase in
roaming minutes in our markets due to expanded coverage areas
and increased usage, however it was offset by a 20.1% decline in
our roaming revenue per minute-of-use.

For the three months ended June 30, 2003,
our equipment and other revenue increased $0.1 million, or
3.6%, to $4.1 million from $4.0 million for the three
months ended June 30, 2002. This increase primarily
resulted from an increased amount of wireless equipment upgrades
during the three months ended June 30, 2003 compared to the
same period in 2002.

Cost of Service.For
the three months ended June 30, 2003, our total cost of
service decreased $4.4 million, or 15.1%, to
$24.9 million from $29.3 million for the comparable
period in 2002. The following table sets forth the components of
our cost of service for the periods indicated:

|              |                       |                             |        |            |  |        |      |            |   |   |        |        |  |  |      |       |  
|------------- | --------------------- | --------------------------- | ------ | ---------- |  | ------ | ---- | ---------- | - | - | ------ | ------ |  |  | ---- | ----- | -
|              |                       |                            
|              |                       | Three Months Ended June 30,
|              |                       |                            
|              |                       |                             |        |           
|              |                       | 2003                        |        | 2002      
|              |                       |                             |        |           
|              |                       | Amount                      |        | Percentage |  | Amount |      | Percentage
|              |                       |                             |        |            |  |        |      |           
|              |                       |                            
|              |                       | ($ in thousands)           
|Network costs |                       | $                           | 13,705 |            |  |        | 55.1 | %          |   | $ | 13,075 |        |  |  | 44.7 | %    
|Roaming costs |                       |                             | 11,149 |            |  |        | 44.9 | %          |   |   | 16,198 |        |  |  | 55.3 | %    
|              |                       |                             |        |            |  |        |      |            |   |   |        |        |  |  |      |      
|              | Total cost of service |                             | $      | 24,854     |  |        |      | 100.0      | % |   | $      | 29,273 |  |  |      | 100.0 | %
|              |                       |                             |        |            |  |        |      |            |   |   |        |        |  |  |      |      

For the three months ended June 30, 2003,
our network costs, which are the costs incurred from operating
our wireless network and providing service to our customers,
increased $0.6 million, or 4.8%, to $13.7 million from
$13.1 million for the comparable period in 2002. This
increase primarily resulted from the increase in our network
capacity necessary to handle minute-of-use growth.

For the three months ended June 30, 2003,
roaming costs decreased by $5.0 million, or 31.2%, to
$11.2 million from $16.2 million for the same period
in 2002. This decrease was the result of a 28.7% decline in
rates charged by third-party providers resulting from new lower
rate agreements and a 3.5% decrease in the minutes used by our
customers on those providers networks.

Cost of equipment.For the three months ended
June 30, 2003, our cost of equipment increased
$1.5 million, or 19.2%, to $9.2 million during 2003
from $7.7 million in 2002. This increase resulted from an
increase in the equipment upgrades during the three months ended
June 30, 2003 compared to the same period in 2002.

Marketing and selling costs.For the three months ended
June 30, 2003, our marketing and selling costs decreased
$2.4 million, or 16.0%, to $12.4 million from
$14.8 million for the three months ended June 30, 2002
due to efficiencies gained from centralized marketing functions
with one of our principal owners, Dobson Communications, and a
decrease in gross subscriber additions. Gross subscriber
additions were 37,900 for the three months ended June 30,
2003 compared to 48,700 for the three months ended June 30,
2002.

General and administrative costs.For the three months ended
June 30, 2003, our general and administrative costs
increased $0.3 million, or 1.8%, to $17.3 million from
$17.0 million for the three months ended June 30,
2002. 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 decrease 4.6% to approximately $8 for the three
months ended June 30, 2003 compared to approximately $9 for
the six months ended June 30, 2002.

15



---



##### Table of Contents



Depreciation and amortization expense.For the three months ended
June 30, 2003, our depreciation and amortization expense
increased $0.8 million, or 4.8%, to $17.6 million from
$16.8 million for 2002. The increase was the result of
additional depreciation on fixed assets acquired in 2002 and the
first six months of 2003.

Interest expense.For the three months ended
June 30, 2003, our interest expense decreased
$7.6 million, or 19.5%, to $31.2 million from
$38.8 million for the three months ended June 30,
2002. The decrease resulted primarily from the reduction of our
outstanding balance on our credit facility and decreased
variable interest rates as a result of lower interest rates and
the expiration of our hedges.

Impairment on Goodwill.For the three months ended
June 30, 2002, we recognized am impairment of our goodwill
totaling $377.0 million. This impairment was a result of
our periodic 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, 2003, our net income was
$2.1 million. Our net income increased $383.7 million
from a net loss of $381.6 million for the three months
ended June 30, 2002. The increase in our net income was
primarily attributable to our loss recognized from the
$377.0 million impairment of a portion of our goodwill
during 2002, as described above, and an increase in our
operating income during the three months ended June 30,
2003 compared to 2002.



| |                                                                              
| | -----------------------------------------------------------------------------
| | Six Months Ended June 30, 2003
    Compared to Six Months Ended June 30, 2002

Operating revenue.For the six months ended June 30,
2003, our total operating revenue increased $7.7 million,
or 3.6%, to $223.4 million from $215.7 million for the
comparable period in 2002. The following table sets forth the
components of our operating revenue for the periods indicated:

|                            |       |                           |         |            |  |        |      |            |   |   |         |         |  |  |      |       |  
|--------------------------- | ----- | ------------------------- | ------- | ---------- |  | ------ | ---- | ---------- | - | - | ------- | ------- |  |  | ---- | ----- | -
|                            |       |                          
|                            |       | Six Months Ended June 30,
|                            |       |                          
|                            |       |                           |         |           
|                            |       | 2003                      |         | 2002      
|                            |       |                           |         |           
|                            |       | Amount                    |         | Percentage |  | Amount |      | Percentage
|                            |       |                           |         |            |  |        |      |           
|                            |       |                          
|                            |       | ($ in thousands)         
|Service revenue             |       | $                         | 153,295 |            |  |        | 68.6 | %          |   | $ | 146,447 |         |  |  | 67.9 | %    
|Roaming revenue             |       |                           | 62,398  |            |  |        | 27.9 | %          |   |   | 62,185  |         |  |  | 28.8 | %    
|Equipment and other revenue |       |                           | 7,733   |            |  |        | 3.5  | %          |   |   | 7,061   |         |  |  | 3.3  | %    
|                            |       |                           |         |            |  |        |      |            |   |   |         |         |  |  |      |      
|                            | Total |                           | $       | 223,426    |  |        |      | 100.0      | % |   | $       | 215,693 |  |  |      | 100.0 | %
|                            |       |                           |         |            |  |        |      |            |   |   |         |         |  |  |      |      

For the six months ended June 30, 2003, our
service revenue increased $6.9 million, or 4.7%, to
$153.3 million from $146.4 million for the six months
ended June 30, 2002. The increase was primarily
attributable to increased penetration and usage. Our average
subscriber base increased 6.7% to 658,800 at June 30, 2003
from 617,500 at June 30, 2002. Our average monthly service
revenue per subscriber remained constant at $39 for the six
months ended June 30, 2003 and 2002.

For the six months ended June 30, 2003, our
roaming revenue increased $0.2 million, or 0.3%, to
$62.4 million from $62.2 million for the six months
ended June 30, 2002. This slight increase was primarily
attributable to a 28.6% increase in roaming minutes in our
markets due to expanded coverage areas and increased usage
offset by a 22.0% decline in our roaming revenue per
minute-of-use.

For the six months ended June 30, 2003, our
equipment and other revenue increased $0.6 million, or
9.5%, to $7.7 million from $7.1 million for the six
months ended June 30, 2002. This increase primarily
resulted from an increased amount of wireless equipment upgrades
during the six months ended June 30, 2003 compared to the
same period in 2002.

16



---



##### Table of Contents



Cost of Service.For
the six months ended June 30, 2003, our total cost of
service decreased $8.3 million, or 14.5%, to
$48.4 million from $56.7 million for the comparable
period in 2002. The following table sets forth the components of
our cost of service for the periods indicated:

|              |                       |                           |        |            |  |        |      |            |   |   |        |        |  |  |      |       |  
|------------- | --------------------- | ------------------------- | ------ | ---------- |  | ------ | ---- | ---------- | - | - | ------ | ------ |  |  | ---- | ----- | -
|              |                       |                          
|              |                       | Six Months Ended June 30,
|              |                       |                          
|              |                       |                           |        |           
|              |                       | 2003                      |        | 2002      
|              |                       |                           |        |           
|              |                       | Amount                    |        | Percentage |  | Amount |      | Percentage
|              |                       |                           |        |            |  |        |      |           
|              |                       |                          
|              |                       | ($ in thousands)         
|Network costs |                       | $                         | 26,577 |            |  |        | 54.9 | %          |   | $ | 24,645 |        |  |  | 43.5 | %    
|Roaming costs |                       |                           | 21,846 |            |  |        | 45.1 | %          |   |   | 32,003 |        |  |  | 56.5 | %    
|              |                       |                           |        |            |  |        |      |            |   |   |        |        |  |  |      |      
|              | Total cost of service |                           | $      | 48,423     |  |        |      | 100.0      | % |   | $      | 56,648 |  |  |      | 100.0 | %
|              |                       |                           |        |            |  |        |      |            |   |   |        |        |  |  |      |      

For the six months ended June 30, 2003, our
network costs, which are the costs incurred from operating our
wireless network and providing service to our customers,
increased $2.0 million, or 7.8%, to $26.6 million from
$24.6 million for the comparable period in 2002. This
increase primarily resulted from the increase in our network
capacity necessary to handle minute-of-use growth.

For the six months ended June 30, 2003,
roaming costs decreased by $10.2 million, or
31.7      %, to $21.8 million from
$32.0 million for the same period in 2002. This decrease
was the result of a 30.6% decline in rates charged by
third-party wireless providers resulting from new lower rate
agreements and a 1.6% decrease in the minutes used by our
customers on those providers networks.

Cost of equipment.For the six months ended June 30,
2003, our cost of equipment increased $3.0 million, or
19.4%, to $18.1 million during 2003 from $15.1 million
in 2002. This increase resulted from an increase in the
equipment upgrades during the six months ended June 30,
2003 compared to the same period in 2002.

Marketing and selling costs.For the six months ended June 30,
2003, our marketing and selling costs decreased
$3.6 million, or 12.5%, to $24.8 million from
$28.4 million for the six months ended June 30, 2002
due to efficiencies gained from centralized marketing functions
with one of our principal owners, Dobson Communications, and a
decrease in gross subscriber additions. Gross subscriber
additions were 76,400 for the six months ended June 30,
2003 compared to 95,500 for the six months ended June 30,
2002.

General and administrative costs.For the six months ended June 30,
2003, our general and administrative costs increased
$1.3 million, or 3.9%, to $34.9 million from
$33.6 million for the six months ended June 30, 2002.
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
decreased 3.3% to approximately $8 for the six months ended
June 30, 2003 compared to approximately $9 for the
six-month periods ended June 30, 2002.

Depreciation and amortization expense.For the six months ended June 30,
2003, our depreciation and amortization expense increased
$1.9 million, or 5.6%, to $34.6 million from
$32.7 million for 2002. The increase was the result of
additional depreciation on fixed assets acquired in 2002 and the
first six months of 2003.

Interest expense.For the six months ended June 30,
2003, our interest expense decreased $16.8 million, or
21.2%, to $62.5 million from $79.3 million for the six
months ended June 30, 2002. The decrease resulted primarily
from the reduction of our outstanding balance on our credit
facility and decreased variable interest rates as a result of
lower interest rates and the expiration of our hedges.

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
periodic re-evaluation of our carrying values of goodwill and
indefinite life intangible assets in accordance with
SFAS No. 142, Goodwill and Other Intangible
Assets.

17



---



##### Table of Contents



Loss from discontinued operations.For the six months ended June 30,
2002, we had a net loss from discontinued operations of
$0.7 million. This loss from discontinued operations
reflects our 2002 operating 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, 2003, our net loss was
$0.3 million. Our net loss decreased $663.5 million,
or 100.0%, from $663.8 million for the six months ended
June 30, 2002. The decrease in our net loss was primarily
attributable to our cumulative effect of change in accounting
principle related to the implementation of
SFAS No. 142 and our impairment of goodwill in 2002,
as described above.

Liquidity and Capital Resources

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

At June 30, 2003, we had $23.1 million
of unrestricted cash and $4.1 million in restricted cash.
Upon consummation of the proposed restructuring and the
execution of a new secured credit facility, we expect to have
sufficient resources to satisfy our expected capital
expenditures, working capital and debt service obligations for
the foreseeable future.



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

At June 30, 2003, we had a working capital
deficit of $1.5 billion, a ratio of current assets to
current liabilities of 0.05:1 and an unrestricted cash balance
of $23.1 million, which compares to a working capital
deficit of $1.6 billion, a ratio of current assets to
current liabilities of 0.06:1, and an unrestricted cash balance
of $15.9 million at December 31, 2002. Our callable
long-term debt of $1.56 billion at June 30, 2003 and
$1.59 billion at December 31, 2002, is included in our
current liabilities. Without consideration of our long-term
debt, we would have had working capital of $12.4 million at
June 30, 2003 and $31.2 million at December 31,
2002.

Our net cash provided by operating activities
totaled $23.5 million for the six months ended
June 30, 2003 compared to net cash used in operating
activities of $0.9 million for the six months ended
June 30, 2002. The increase is primarily due to increases
from operating income in 2003 and additional cash used in 2002
for our discontinued operations.

Our net cash used in investing activities totaled
$19.5 million for the six months ended June 30, 2003
compared to net cash provided by investing activities of
$165.4 million for the six months ended June 30, 2002.
This decrease 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
$8.1 million reserved in escrow received in 2002. Capital
expenditures were $28.3 million for the six months ended
June 30, 2003 and $30.0 million for the six months
ended June 30, 2002.

Net cash provided by financing activities was
$3.2 million for the six months ended June 30, 2003
compared to net cash used in financing activities of
$165.7 million for the six months ended June 30, 2002.
This increase compared to 2002 is primarily due to repayments of
long-term debt totaling $325.8 million during 2002,
including using the proceeds from the sale of Tennessee
4 RSA.

18



---



##### Table of Contents





| |                  
| | -----------------
| | 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 loans. Our credit facility was
amended on March 14, 2001, when we permanently repaid
$200.0 million of the term loans. We used proceeds from the
March 2001 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 an additional $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 $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, 2003, we had outstanding borrowings
under our credit facility of $864.3 million, with no
additional amounts available for future borrowings.

Our 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 5.75 to 1 at June 30, 2003, decreasing over
    time to 2.50 to 1;               
|
| |  | a ratio of total indebtedness to operating cash
    flow of 7.50 to 1 at June 30, 2003, decreasing over
    time to 4.00 to 1;                
|
| |  | a ratio of operating cash flow to debt service
    requirements of 1.20 to 1 at June 30, 2003 and
    thereafter;                             
|
| |  | a ratio of operating cash flow to interest
    expense requirement of 1.80 to 1 at June 30, 2003,
    increasing over time to 2.50 to 1; and  
|
| |  | a ratio of operating cash flow minus capital
    expenditures to the sum of debt service requirements and cash
    distributions of 1.00 to 1.

Through September 2002, interest on the revolving
credit facility and the term loan facilities was variable and
was based on a prime rate or a LIBOR formula. As a result of our
non-compliance with a financial covenant contained in the credit
facility, beginning in October 2002, all borrowings under our
credit facility are only available based on prime rate. The
weighted average interest rate for the three months ended
June 30, 2003 was 5.8% and interest rates have ranged in
total between 4.4% and 10.0% since inception.

Our credit facility includes a financial covenant
requiring that we not exceed a total debt leverage ratio of 7.50
to 1.00 in the second quarter of 2003. At June 30, 2002 and
continuing through June 30, 2003, we have failed to comply
with this covenant. 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 notes immediately due and payable. We would
then be required to either refinance the debt or repay the
amounts due. To date, no such acceleration has occurred. On
June 30, 2002 and continuing through June 30, 2003, we
classified all of our long-term debt as current. Unless such
non-compliance is resolved, there continues to be substantial
doubt about our ability to continue as a going concern, as
expressed in the independent auditors reports on our 2002 and
2001 financial statements. Also as a result of our
non-compliance, beginning in October 2002, all borrowings under
our credit facility are only available based on prime rate,
which has increased our borrowing rate. During the six months
ended June 30, 2003, our total scheduled principal payments
were $23.2 million under this facility. On August 8,
2003, however, we and ACC Escrow Corp., a recently formed,
wholly-owned, indirect subsidiary of Dobson Communications,
completed a private offering of $900 million aggregate
principle amount of 10% senior notes due 2011, for

19



---



##### Table of Contents



which proceeds were placed in escrow. Upon
consummation of the exchange offer, the net proceeds of this
offer will be used to repay our credit facility, as part of the
restructuring plan.


We expect to enter into a new senior credit
facility, to be secured by certain of our assets, with
availability up to $30 million. However, we do not
currently have commitments for any such facility.

On March 14, 2001, we sold
$450.0 million principal amount of senior subordinated
notes due 2009 at a discount of $3.3 million. These notes
bear interest at an annual rate of 9.5%. The discount will be
amortized over the life of the notes. On June 4, 2001, we
sold $250.0 million principal amount of senior subordinated
notes due 2009 at a discount of $3.6 million that also bear
interest at an annual 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 $28.3 million
for the six month ended June 30, 2003. On July 18,
2003, we announced our plans to accelerate our GSM/ GPRS overlay
of networks and thus, we revised our expected capital
expenditures for 2003. While we originally projected 2003
capital expenditures of approximately $60 million, we now
plan to accelerate construction from 2004 into the current year,
thus increasing 2003s capital expenditures to
approximately $105 million. We plan on investing in our
property and equipment from operating cash flows expected to be
generated during 2003 and the proceeds of our new secured credit
facility. The amount and timing of capital expenditures may vary
depending on the rate at which we expand and develop our
wireless systems, new regulatory requirements, whether we
consummate additional acquisitions and whether we are successful
in reorganizing.

We are obligated under an agreement to purchase
approximately $49.5 million of cell site and switching
equipment from Nortel Network Corp. prior to July 15, 2005.
Approximately $10.2 million of the commitment remained
outstanding at June 30, 2003. If we fail to fully meet this
commitment by July 15, 2005, we could be forced to pay a
penalty of up to 20% of the unfulfilled commitment. We expect to
substantially fulfill our purchase commitment under this
agreement prior to its scheduled completion date. We have and
will continue to finance our purchases under this commitment
using cash flows from operations.

Effect of the Restructuring

As a result of the consummation of the
restructuring, we will become a wholly-owned subsidiary of
Dobson Communications and its subsidiaries. Our existing credit
facility is expected to be repaid in full and terminated, and
the existing notes are exchanged for cash and Dobson
Communications common and convertible preferred stock. We expect
to enter into a new senior credit facility, to be secured by
certain of our assets, with an availability of up to
$30.0 million, subject to customary borrowing conditions.
We do not currently have commitments for any such facility.
There can be no assurance we will be able to obtain one on
acceptable terms. We believe that cash on hand, cash generated
by our operations and the proceeds available to us under the
proposed new senior credit facility will be adequate to satisfy
our expected capital expenditures, anticipated working capital
requirements and debt service obligations for the foreseeable
future.

Because the new senior notes are not guaranteed
by Dobson Communications or any of its subsidiaries other than
our domestic restricted subsidiaries, and because we and our
subsidiaries will not be guarantors of Dobson Communications
indebtedness, there will be restrictions on the ability of
Dobson Communications to contribute cash to us for working
capital needs, and conversely, to obtain cash from us, either as
dividends or borrowings. As a result, despite our status as a
consolidated subsidiary of Dobson Communications for tax and
financial reporting purposes, it is anticipated that we and our
subsidiaries, on the one hand, and Dobson Communications and its
subsidiaries, on the other hand, will need to have and maintain
separate sources of capital.

20



---



##### Table of Contents



Effect of New Accounting Standards

In July 2001, the FASB issued Statements of
Financial Accounting Standards 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 stop the amortizing of existing goodwill and
intangible assets with indefinite lives effective
January 1, 2002. Under the new rules, we are treating our
wireless license acquisition costs as indefinite life intangible
assets. As a result, effective January 1,2002, we ceased
the amortization of wireless license acquisition costs. Instead,
we will test our indefinite life intangible assets for
impairment at least annually and will only adjust the carrying
amount of these intangible assets upon an impairment of the
indefinite life intangible assets. 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. As a
result of our implementation of SFAS No. 142 on
January 1, 2002, we recorded a charge, 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 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 adopted this standard on
January 1, 2003, with no material effect on our financial
condition or operations.

The FASBs Emerging Issues Task Force issued
EITF 00-21: Accounting for Revenue Arrangements with
Multiple Deliverables, to address certain revenue
recognition issues. The guidance provided from EITF 00-21
addresses both the timing and classification in accounting for
different earnings processes. We do not expect that the adoption
of EITF 00-21 will have a material impact on our financial
condition or operations.

In May, 2003, the FASB issued
SFAS No. 150 Accounting for Certain Financial
Instruments with Characteristics of Liabilities and
Equity. This statement is effective for interim periods
beginning after June 15, 2003 and will require that
mandatorily redeemable preferred stock be classified as a
liability and any related accretion of discount and accrual of
dividends be charged to our statement of operations. Currently,
the charges related to the mandatorily redeemable preferred
stock are not reflected in net income (loss), but are reflected
in determining net income (loss) applicable to common stock. At
June 30, 2003, the carrying value of America
Cellulars mandatorily redeemable preferred stock that
would have been reclassified as a liability was
$35.0 million. The related dividends that would have been
reflected as interest expense was $2.5 million for the six
months ended June 30, 2003.

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

21



---



##### Table of Contents



events or circumstances after the date hereof
including, without limitation, changes in our business strategy
or planned capital expenditures, or to reflect the occurrence of
unanticipated events.







|        |                                                               
|------- | --------------------------------------------------------------
|Item 3. | Quantitative and Qualitative 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, 2003, 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, 2003, we had debt outstanding of
$1.6 billion, of which $864.3 million bears interest
at floating rates. These rates averaged 5.8% for the six months
ended June 30, 2003. One percentage point of an interest
rate adjustment would change our cash interest payments on an
annual basis by approximately $8.6 million.






|        |                        
|------- | -----------------------
|Item 4. | Controls and Procedures

As of the end of the period covered by this
report, an evaluation was carried out under the supervision and
with the participation of our management, including our
Principal Executive Officer and Principal Financial Officer, of
the effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Rule 13a-15(e) under
the Securities Exchange Act of 1934) as required by
Rule 13a-15(b). Based upon that evaluation, the Principal
Executive Officer and Principal Financial Officer concluded that
the design and operation of these disclosure controls and
procedures were effective.

22



---



##### Table of Contents






PART II. OTHER INFORMATION






|        |                  
|------- | -----------------
|Item 1. | Legal Proceedings

We are not currently aware of any additional or
material changes to pending or threatened litigation against us
or our subsidiaries that could have a material adverse effect on
our financial condition, results of operations or cash flows.






|        |                                              
|------- | ---------------------------------------------
|Item 2. | Changes in Securities and Use of
    Proceeds

Not applicable






|        |                                    
|------- | -----------------------------------
|Item 3. | Defaults Upon Senior
    Securities

We are not in compliance with a financial
covenant contained in our $1.34 billion bank credit
facility. This credit facility includes a financial covenant
requiring that we not exceed a total debt leverage ratio. At
June 30, 2003, we were not in compliance with this
covenant. Our lenders have the right, but not the obligation, to
accelerate the repayment of the entire amount outstanding under
the credit facility.






|        |                                                        
|------- | -------------------------------------------------------
|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 8K

(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          |  | Escrow and Security Agreement dated June 4,
    2001 between American Cellular Corporation and United States
    Trust Company of New York                                               |  |  | (4 | )[4.5]   
|        | 4 | .5          |  | Registration Rights Agreement dated June 4,
    2001 between American Cellular Corporation, Banc of America
    Securities LLC and Lehman Brothers, Inc.                                 |  |  | (4 | )[4.6]   
|        | 4 | .6          |  | First Amendment to Credit Agreement dated
    March 2, 2001                                                                                                                              |  |  | (1 | )[10.4.1]
|        | 4 | .7          |  | Second Amendment to Credit Agreement dated
    May 31, 2001                                                                                                                              |  |  | (2 | )[10.4.2]
|        | 4 | .8          |  | Third Amendment to Credit Agreement dated
    September 27, 2001                                                                                                                         |  |  | (5 | )[10.4.3]

23



---



##### Table of Contents



|        |    |             |  |                                                                                                                                                                                                                            |  |  |     |          
|------- | -- | ----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | --- | ---------
|Exhibit |    |             |  | Method of                                                                                                                                                                                                                 
|Numbers |    | Description |  | Filing                                                                                                                                                                                                                    
|        |    |             |  |                                                                                                                                                                                                                           
|        | 4  | .8.1        |  | Limited Waiver to Credit Agreement dated
    April 10, 2002                                                                                                                                                                |  |  | (6  | )[10.4.4]
|        | 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 | .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 | .6.1*       |  | Amendment No. 1 to the Purchase and License
    Agreement between Nortel Networks, Inc. and Dobson
    Communications Corporation, dated August 5, 2002                                                                    |  |  | (8  | )[10.6.1]
|        | 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] 
|        | 10 | .14         |  | Master Services Agreement between American
    Cellular Corporation and Convergys Information Management Group
    Inc. dated December 1, 2002.                                                                            |  |  | (9  | )[10.14] 
|        | 10 | .15*        |  | Roaming Agreement for GSM/ GPRS from AT&T
    Wireless Services, Inc. and American Cellular Corporation dated
    July 11, 2003                                                                                            |  |  | (10 | )[10.15] 
|        | 10 | .16*        |  | GSM/ GPRS Operating Agreement between AT&T
    Wireless Services, Inc. and American Cellular Corporation dated
    July 11, 2003.                                                                                          |  |  | (10 | )[10.16] 
|        | 10 | .17*        |  | Second Amended and Restated TDMA Operating
    Agreement between AT&T Wireless Services, Inc. on behalf of
    itself and its affiliates and American Cellular Corporation on
    behalf of its and its affiliates.        |  |  | (10 | )[10.17] 
|        | 31 | .1          |  | Rule 13a-14(a) Certification by our
    Principal Executive Officer.                                                                                                                                                       |  |  | (11 | )        
|        | 31 | .2          |  | Rule 13a-14(a) Certification by our
    Principal Financial Officer.                                                                                                                                                       |  |  | (11 | )        

24



---



##### Table of Contents





---



| |   |                                                                              
| | - | -----------------------------------------------------------------------------
| | * | 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.                             
|
| | (8) | Filed as an exhibit to the Registrants
    Quarterly Report on Form 10-Q for the quarter ended
    September 31, 2002, as the exhibit number indicated in
    brackets and incorporated by reference herein.
|
| | (9) | Filed as an exhibit to the Registrants
    current report on Form 8-K on December 12, 2002, as
    the exhibit number indicated in brackets and incorporated by
    reference herein.                       



|     |                                                                                                                                                                                   
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(10) | Filed as an exhibit to the Registrants
    current report on Form 8-K on July 28, 2003, as the
    exhibit number indicated in brackets and incorporated by
    reference herein.
|    
|(11) | Filed herewith                                                                                                                                                                    

(b) Reports on Form 8-K

None

25



---



##### 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 14, 2003 |  | /s/ EVERETT R. DOBSON
    ------------------------------------------------
    Everett R. DobsonPresident and Director      
|                      |  | (Principal Executive Officer)                                                                                               
|                     
|Date: August 14, 2003 |  | /s/ BRUCE R. KNOOIHUIZEN
    ------------------------------------------------
    Bruce R. KnooihuizenTreasurer and Director
|                      |  | (Principal Financial Officer)                                                                                               

26



---



##### 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          |  | Escrow and Security Agreement dated June 4,
    2001 between American Cellular Corporation and United States
    Trust Company of New York                                                                                 |  |  | (4 | )[4.5]   
|        | 4  | .5          |  | Registration Rights Agreement dated June 4,
    2001 between American Cellular Corporation, Banc of America
    Securities LLC and Lehman Brothers, Inc.                                                                   |  |  | (4 | )[4.6]   
|        | 4  | .6          |  | First Amendment to Credit Agreement dated
    March 2, 2001                                                                                                                                                                |  |  | (1 | )[10.4.1]
|        | 4  | .7          |  | Second Amendment to Credit Agreement dated
    May 31, 2001                                                                                                                                                                |  |  | (2 | )[10.4.2]
|        | 4  | .8          |  | Third Amendment to Credit Agreement dated
    September 27, 2001                                                                                                                                                           |  |  | (5 | )[10.4.3]
|        | 4  | .8.1        |  | Limited Waiver to Credit Agreement dated
    April 10, 2002                                                                                                                                                                |  |  | (6 | )[10.4.4]
|        | 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 | .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 | .6.1*       |  | Amendment No. 1 to the Purchase and License
    Agreement between Nortel Networks, Inc. and Dobson
    Communications Corporation, dated August 5, 2002                                                                    |  |  | (8 | )[10.6.1]
|        | 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]  

27



---



##### Table of Contents



|        |    |             |  |                                                                                                                                                                                                                          |  |  |     |          
|------- | -- | ----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  |  | --- | ---------
|Exhibit |    |             |  | Method of                                                                                                                                                                                                               
|Numbers |    | Description |  | Filing                                                                                                                                                                                                                  
|        |    |             |  |                                                                                                                                                                                                                         
|        | 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] 
|        | 10 | .14         |  | Master Services Agreement between American
    Cellular Corporation and Convergys Information Management Group
    Inc. dated December 1, 2002.                                                                          |  |  | (9  | )[10.14] 
|        | 10 | .15*        |  | Roaming Agreement for GSM/ GPRS from AT&T
    Wireless Services, Inc. and American Cellular Corporation dated
    July 11, 2003                                                                                          |  |  | (10 | )[10.15] 
|        | 10 | .16*        |  | GSM/ GPRS Operating Agreement between AT&T
    Wireless Services, Inc. and American Cellular Corporation dated
    July 11, 2003.                                                                                        |  |  | (10 | )[10.16] 
|        | 10 | .17*        |  | Second Amended and Restated TDMA Operating
    Agreement between AT&T Wireless Services, Inc. on behalf of
    itself and its affiliates and American Cellular Corporation on
    behalf of its and its affiliates.      |  |  | (10 | )[10.17] 
|        | 31 | .1          |  | Rule 13a-14(a) Certification by our
    Principal Executive Officer.                                                                                                                                                     |  |  | (11 | )        
|        | 31 | .2          |  | Rule 13a-14(a) Certification by our
    Principal Financial Officer.                                                                                                                                                     |  |  | (11 | )        



---



| |   |                                                                              
| | - | -----------------------------------------------------------------------------
| | * | 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.                             
|
| | (8) | Filed as an exhibit to the Registrants
    Quarterly Report on Form 10-Q for the quarter ended
    September 31, 2002, as the exhibit number indicated in
    brackets and incorporated by reference herein.
|
| | (9) | Filed as an exhibit to the Registrants
    current report on Form 8-K on December 12, 2002, as
    the exhibit number indicated in brackets and incorporated by
    reference herein.                       



|     |                                                                                                                                                                                   
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(10) | Filed as an exhibit to the Registrants
    current report on Form 8-K on July 28, 2003, as the
    exhibit number indicated in brackets and incorporated by
    reference herein.
|    
|(11) | Filed herewith                                                                                                                                                                    

28