##### 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 March 31,
    2004                                           
| 
|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. 333-110082



---

American Cellular Corporation

(Exact name of registrant as specified in its
charter)


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

(405) 529-8500

(Registrants telephone number, including
area code)




---

Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the
past
90 days.     Yes o          No þ

The registrant is not subject to 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 May 9, 2004 there were 50 shares
of the registrants $0.01 par value Class A
common stock outstanding, which are owned of record by
Dobson JV Company and 300 shares of the
registrants $0.01 par value Class B common stock
outstanding, which are owned of record by Dobson Communications
Corporation.



---






---










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 March 31, 2004 and December 31,
    2003                   |    |  | 2 | 
|                                      |  |                                                                                           |  | Condensed Consolidated
    Statements of Operations for the Three Months Ended
    March 31, 2004 and 2003 |    |  | 3 | 
|                                      |  |                                                                                           |  | Condensed Consolidated
    Statement of Stockholders Equity for the Three Months
    Ended March 31, 2004 |    |  | 4 | 
|                                      |  |                                                                                           |  | Condensed Consolidated
    Statements of Cash Flows for the Three Months Ended
    March 31, 2004 and 2003 |    |  | 5 | 
|                                      |  |                                                                                           |  | Notes to Condensed
    Consolidated Financial Statements                                                   |    |  | 6 | 
|2                                     |  | Managements Discussion
    and Analysis of Financial Condition and Results of Operations |  |                                                                                                            | 10 | 
|3                                     |  | Quantitative and Qualitative
    Disclosure about Market Risk                             |  |                                                                                                            | 16 | 
|4                                     |  | Controls and Procedures                                                                   |  |                                                                                                            | 16 | 
|PART II. OTHER
    INFORMATION       
|1                                     |  | Legal Proceedings                                                                         |  |                                                                                                            | 17 | 
|2                                     |  | Changes in Securities, Use
    of Proceeds and Issuer Purchases of Equity Securities      |  |                                                                                                            | 17 | 
|3                                     |  | Defaults Upon Senior
    Securities                                                       |  |                                                                                                            | 17 | 
|4                                     |  | Submission of Matters to a
    Vote of Security Holders                                   |  |                                                                                                            | 17 | 
|5                                     |  | Other Information                                                                         |  |                                                                                                            | 17 | 
|6                                     |  | Exhibits and Reports on Form
    8-K                                                      |  |                                                                                                            | 17 | 
|Certification by our Chairman and CEO
|Certification by our CFO             
|Certification by our Chairman and CEO
|Certification by our CFO             



1



---



##### Table of Contents






PART I.

FINANCIAL INFORMATION






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

AMERICAN CELLULAR CORPORATION AND
SUBSIDIARIES



CONDENSED CONSOLIDATED BALANCE
SHEETS


|                                                                           |                                            |             |             |               |  |   |             |               | 
|-------------------------------------------------------------------------- | ------------------------------------------ | ----------- | ----------- | ------------- |  | - | ----------- | ------------- | 
|                                                                           |                                            | March 31,   |             | December 31, 
|                                                                           |                                            | 2004        |             | 2003         
|                                                                           |                                            |             |             |              
|                                                                           |                                            | (Unaudited) |             |              
|ASSETS                                                                    
|CURRENT ASSETS:                                                            |                                            |             |             |               |  |   |             |              
|Cash and cash equivalents                                                  |                                            | $           | 19,774,338  |               |  | $ | 27,505,267  |              
|Accounts receivable, net                                                   |                                            |             | 30,085,634  |               |  |   | 35,415,003  |              
|Restricted cash and investments                                            |                                            |             |            |               |  |   | 4,165,275   |              
|Inventory                                                                  |                                            |             | 4,138,663   |               |  |   | 3,751,447   |              
|Deferred tax assets                                                        |                                            |             | 5,708,000   |               |  |   | 5,708,000   |              
|Prepaid expenses                                                           |                                            |             | 3,164,029   |               |  |   | 2,593,317   |              
|                                                                           |                                            |             |             |               |  |   |             |              
|                                                                           | Total current assets                       |             |             | 62,870,664    |  |   |             | 79,138,309    | 
|                                                                           |                                            |             |             |               |  |   |             |              
|PROPERTY, PLANT AND EQUIPMENT, net (Note 2)                                |                                            |             | 204,225,423 |               |  |   | 205,199,700 |              
|                                                                           |                                            |             |             |               |  |   |             |              
|OTHER ASSETS:                                                              |                                            |             |             |               |  |   |             |              
|Accounts receivable  affiliates                                           |                                            |             | 398,212     |               |  |   | 7,059,367   |              
|Wireless license acquisition costs                                         |                                            |             | 669,168,796 |               |  |   | 669,168,796 |              
|Goodwill                                                                   |                                            |             | 570,708,002 |               |  |   | 570,525,432 |              
|Deferred financing costs, net                                              |                                            |             | 17,505,139  |               |  |   | 18,043,316  |              
|Customer list, net                                                         |                                            |             | 71,253,333  |               |  |   | 75,253,333  |              
|Other non-current assets                                                   |                                            |             | 632,136     |               |  |   | 619,706     |              
|                                                                           |                                            |             |             |               |  |   |             |              
|                                                                           | Total other assets                         |             |             | 1,329,665,618 |  |   |             | 1,340,669,950 | 
|                                                                           |                                            |             |             |               |  |   |             |              
|                                                                           | Total assets                               |             | $           | 1,596,761,705 |  |   | $           | 1,625,007,959 | 
|                                                                           |                                            |             |             |               |  |   |             |              
|                                                                          
|LIABILITIES AND STOCKHOLDERS
    EQUITY                                  
|CURRENT LIABILITIES:                                                       |                                            |             |             |               |  |   |             |              
|Accounts payable                                                           |                                            | $           | 21,567,657  |               |  | $ | 17,933,533  |              
|Accrued expenses                                                           |                                            |             | 11,806,183  |               |  |   | 10,864,285  |              
|Accrued interest payable                                                   |                                            |             | 19,174,256  |               |  |   | 39,557,201  |              
|Deferred revenue and customer deposits                                     |                                            |             | 12,217,625  |               |  |   | 12,526,924  |              
|                                                                           |                                            |             |             |               |  |   |             |              
|                                                                           | Total current liabilities                  |             |             | 64,765,721    |  |   |             | 80,881,943    | 
|                                                                           |                                            |             |             |               |  |   |             |              
|OTHER LIABILITIES:                                                         |                                            |             |             |               |  |   |             |              
|Long-term debt (Note 3)                                                    |                                            |             | 913,066,430 |               |  |   | 912,850,706 |              
|Deferred tax liabilities                                                   |                                            |             | 164,484,614 |               |  |   | 169,162,204 |              
|Other non-current liabilities                                              |                                            |             | 6,510,978   |               |  |   | 6,814,500   |              
|Commitments (Note 5)                                                       |                                            |             |             |               |  |   |             |              
|STOCKHOLDERS EQUITY:                                                      |                                            |             |             |               |  |   |             |              
|Class A common stock, $.01 par value,
    50 shares authorized and issued  |                                            |             | 1           |               |  |   | 1           |              
|Class B common stock, $.01 par value,
    300 shares authorized and issued |                                            |             | 3           |               |  |   | 3           |              
|Paid-in capital                                                            |                                            |             | 474,547,248 |               |  |   | 474,547,248 |              
|Accumulated deficit                                                        |                                            |             | (26,613,290 | )             |  |   | (19,248,646 | )            
|                                                                           |                                            |             |             |               |  |   |             |              
|                                                                           | Total stockholders equity                 |             |             | 447,933,962   |  |   |             | 455,298,606   | 
|                                                                           |                                            |             |             |               |  |   |             |              
|                                                                           | Total liabilities and stockholders equity |             | $           | 1,596,761,705 |  |   | $           | 1,625,007,959 | 
|                                                                           |                                            |             |             |               |  |   |             |              

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


|                                                                      |                                                                 |                          |             |                 |            |   |            |             |             | 
|--------------------------------------------------------------------- | --------------------------------------------------------------- | ------------------------ | ----------- | --------------- | ---------- | - | ---------- | ----------- | ----------- | 
|                                                                      |                                                                 |                          |             | The Predecessor
|                                                                      |                                                                 |                          |             | Company        
|                                                                      |                                                                 |                          |             |                
|                                                                      |                                                                 |                         
|                                                                      |                                                                 | For the Three Months    
|                                                                      |                                                                 | Ended March 31,         
|                                                                      |                                                                 |                         
|                                                                      |                                                                 | 2004                     |             | 2003           
|                                                                      |                                                                 |                          |             |                
|                                                                      |                                                                 |                         
|                                                                      |                                                                 | (Unaudited)             
|OPERATING REVENUE:                                                    |                                                                 |                          |             |                 |            |   |            |            
|                                                                      | Service revenue                                                 |                          | $           | 77,372,582      |            |   | $          | 75,175,890  |            
|                                                                      | Roaming revenue                                                 |                          |             | 18,112,996      |            |   |            | 27,679,746  |            
|                                                                      | Equipment and other revenue                                     |                          |             | 4,423,881       |            |   |            | 3,634,082   |            
|                                                                      |                                                                 |                          |             |                 |            |   |            |            
|                                                                      |                                                                 | Total operating revenue  |             |                 | 99,909,459 |   |            |             | 106,489,718 | 
|                                                                      |                                                                 |                          |             |                 |            |   |            |            
|OPERATING EXPENSES:                                                   |                                                                 |                          |             |                 |            |   |            |            
|                                                                      | Cost of service (exclusive of items shown
    separately below) |                          |             | 22,148,365      |            |   |            | 23,569,557  |            
|                                                                      | Cost of equipment                                               |                          |             | 10,124,095      |            |   |            | 8,908,568   |            
|                                                                      | Marketing and selling                                           |                          |             | 13,214,896      |            |   |            | 12,390,818  |            
|                                                                      | General and administrative                                      |                          |             | 22,044,256      |            |   |            | 17,693,980  |            
|                                                                      | Depreciation and amortization                                   |                          |             | 20,230,711      |            |   |            | 17,003,573  |            
|                                                                      |                                                                 |                          |             |                 |            |   |            |            
|                                                                      |                                                                 | Total operating expenses |             |                 | 87,762,323 |   |            |             | 79,566,496  | 
|                                                                      |                                                                 |                          |             |                 |            |   |            |            
|OPERATING INCOME                                                      |                                                                 |                          | 12,147,136  |                 |            |   | 26,923,222 |            
|OTHER (EXPENSE) INCOME:                                               |                                                                 |                          |             |                 |            |   |            |            
|                                                                      | Interest expense                                                |                          |             | (23,675,438     | )          |   |            | (31,254,148 | )          
|                                                                      | Other (expense) income, net                                     |                          |             | (350,157        | )          |   |            | 320,867     |            
|                                                                      |                                                                 |                          |             |                 |            |   |            |            
|LOSS BEFORE INCOME TAXES                                              |                                                                 |                          | (11,878,459 | )               |            |   | (4,010,059 | )          
|                                                                      | Income tax benefit                                              |                          |             | 4,513,815       |            |   |            | 1,603,951   |            
|                                                                      |                                                                 |                          |             |                 |            |   |            |            
|NET LOSS                                                              |                                                                 |                          | (7,364,644  | )               |            |   | (2,406,108 | )          
|DIVIDENDS ON PREFERRED STOCK                                          |                                                                 |                          |            |                 |            |   | (1,253,998 | )          
|                                                                      |                                                                 |                          |             |                 |            |   |            |            
|NET LOSS APPLICABLE TO COMMON STOCKHOLDER                             |                                                                 | $                        | (7,364,644  | )               |            | $ | (3,660,106 | )          
|                                                                      |                                                                 |                          |             |                 |            |   |            |            
|BASIC NET LOSS APPLICABLE TO COMMON STOCKHOLDER
    PER COMMON SHARE: |                                                                 |                          |             |                 |            |   |            |            
|                                                                      | Continuing operations                                           |                          | $           | (21,042         | )          |   | $          | (24,061     | )          
|                                                                      | Dividends on preferred stock                                    |                          |             |                |            |   |            | (12,540     | )          
|                                                                      |                                                                 |                          |             |                 |            |   |            |            
|BASIC NET LOSS APPLICABLE TO COMMON STOCKHOLDER
    PER COMMON SHARE  |                                                                 | $                        | (21,042     | )               |            | $ | (36,601    | )          
|                                                                      |                                                                 |                          |             |                 |            |   |            |            
|BASIC WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                      |                                                                 |                          | 350         |                 |            |   | 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 STATEMENT OF
STOCKHOLDERS EQUITY


For the Three Months Ended March 31,
2004


|                  |  |                      |    |              |  |         |   |             |  |               |     |         |  |        |   |  |  |   |             |  |  |   |             |   |  |   |             |  
|----------------- |  | -------------------- | -- | ------------ |  | ------- | - | ----------- |  | ------------- | --- | ------- |  | ------ | - |  |  | - | ----------- |  |  | - | ----------- | - |  | - | ----------- | -
|                  |  |                     
|                  |  | Stockholders Equity
|                  |  |                     
|                  |  |                      |    |              |  |        
|                  |  | Class A              |    | Class B      |  |        
|                  |  | Common Stock         |    | Common Stock |  |         |   | Total      
|                  |  |                      |    |              |  | Paid in |   | Accumulated |  | Stockholders
|                  |  | Shares               |    | Amount       |  | Shares  |   | Amount      |  | Capital       |     | Deficit |  | Equity
|                  |  |                      |    |              |  |         |   |             |  |               |     |         |  |       
|                  |  |                     
|                  |  | (Unaudited)         
|DECEMBER 31, 2003 |  |                      | 50 |              |  | $       | 1 |             |  |               | 300 |         |  | $      | 3 |  |  | $ | 474,547,248 |  |  | $ | (19,248,646 | ) |  | $ | 455,298,606 |  
|Net loss          |  |                      |   |              |  |         |  |             |  |               |    |         |  |        |  |  |  |   |            |  |  |   | (7,364,644  | ) |  |   | (7,364,644  | )
|                  |  |                      |    |              |  |         |   |             |  |               |     |         |  |        |   |  |  |   |             |  |  |   |             |   |  |   |             |  
|MARCH 31, 2004    |  |                      | 50 |              |  | $       | 1 |             |  |               | 300 |         |  | $      | 3 |  |  | $ | 474,547,248 |  |  | $ | (26,613,290 | ) |  | $ | 447,933,962 |  
|                  |  |                      |    |              |  |         |   |             |  |               |     |         |  |        |   |  |  |   |             |  |  |   |             |   |  |   |             |  

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

4



---



##### Table of Contents



AMERICAN CELLULAR CORPORATION AND
SUBSIDIARIES



CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS


|                                                                            |                                                                                                                               |                                                  |                                                         |                 |             |            |            |             |             |             |  
|--------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------ | ------------------------------------------------------- | --------------- | ----------- | ---------- | ---------- | ----------- | ----------- | ----------- | -
|                                                                            |                                                                                                                               |                                                  |                                                         | The Predecessor
|                                                                            |                                                                                                                               |                                                  |                                                         | Company        
|                                                                            |                                                                                                                               |                                                  |                                                         |                
|                                                                            |                                                                                                                               |                                                 
|                                                                            |                                                                                                                               | For the Three Months                            
|                                                                            |                                                                                                                               | Ended March 31,                                 
|                                                                            |                                                                                                                               |                                                 
|                                                                            |                                                                                                                               | 2004                                             |                                                         | 2003           
|                                                                            |                                                                                                                               |                                                  |                                                         |                
|                                                                            |                                                                                                                               |                                                 
|                                                                            |                                                                                                                               | (Unaudited)                                     
|CASH FLOWS FROM OPERATING ACTIVITIES:                                       |                                                                                                                               |                                                  |                                                         |                 |             |            |            |            
|                                                                            | Net loss from continuing operations                                                                                           |                                                  | $                                                       | (7,364,644      | )           |            | $          | (2,406,108  | )          
|                                                                            | Adjustments to reconcile net loss from continuing
    operations to net cash (used in) provided by operating
    activities  |                                                  |                                                         |                 |             |            |            |             |            
|                                                                            |                                                                                                                               | Depreciation and amortization                    |                                                         |                 | 20,230,711  |            |            |             | 17,003,573  |            
|                                                                            |                                                                                                                               | Amortization of bond premium and financing costs |                                                         |                 | 804,138     |            |            |             | 1,571,806   |            
|                                                                            |                                                                                                                               | Deferred income taxes                            |                                                         |                 | (4,677,590  | )          |            |             | (1,783,187  | )          
|                                                                            |                                                                                                                               | Gain on disposition on assets, net               |                                                         |                 | (5,700      | )          |            |             |            |            
|                                                                            | Changes in current assets and
    liabilities                                                                                |                                                  |                                                         |                 |             |            |            |             |            
|                                                                            |                                                                                                                               | Accounts receivable                              |                                                         |                 | 5,329,369   |            |            |             | 3,536,243   |            
|                                                                            |                                                                                                                               | Inventory                                        |                                                         |                 | (387,216    | )          |            |             | 1,330,206   |            
|                                                                            |                                                                                                                               | Prepaid expenses and other                       |                                                         |                 | (574,052    | )          |            |             | (427,754    | )          
|                                                                            |                                                                                                                               | Accounts payable                                 |                                                         |                 | 3,634,124   |            |            |             | (12,956,377 | )          
|                                                                            |                                                                                                                               | Accrued expenses                                 |                                                         |                 | (19,927,139 | )          |            |             | 16,346,088  |            
|                                                                            |                                                                                                                               | Deferred revenue and customer deposits           |                                                         |                 | (309,299    | )          |            |             | (77,161     | )          
|                                                                            |                                                                                                                               |                                                  |                                                         |                 |             |            |            |            
|                                                                            |                                                                                                                               |                                                  | Net cash (used in) provided by operating
    activities |                 |             | (3,247,298 | )          |             |             | 22,137,329  |  
|                                                                            |                                                                                                                               |                                                  |                                                         |                 |             |            |            |            
|CASH FLOWS FROM INVESTING ACTIVITIES:                                       |                                                                                                                               |                                                  |                                                         |                 |             |            |            |            
|                                                                            | Capital expenditures                                                                                                          |                                                  |                                                         | (15,253,588     | )           |            |            | (13,182,227 | )          
|                                                                            | Change in receivable/payable 
    affiliates                                                                                 |                                                  |                                                         | 6,659,124       |             |            |            | 175,785     |            
|                                                                            | Refund of funds held in escrow for contingencies
    on sold assets                                                           |                                                  |                                                         | 4,168,615       |             |            |            | 4,126,876   |            
|                                                                            | Other investing activities                                                                                                    |                                                  |                                                         | (7,545          | )           |            |            | (21,807     | )          
|                                                                            |                                                                                                                               |                                                  |                                                         |                 |             |            |            |            
|                                                                            |                                                                                                                               |                                                  | Net cash used in investing activities                   |                 |             | (4,433,394 | )          |             |             | (8,901,373  | )
|                                                                            |                                                                                                                               |                                                  |                                                         |                 |             |            |            |            
|CASH FLOWS FROM FINANCING ACTIVITIES:                                       |                                                                                                                               |                                                  |                                                         |                 |             |            |            |            
|                                                                            | Repayments of long-term debt                                                                                                  |                                                  |                                                         |                |             |            |            | (14,721,071 | )          
|                                                                            | Other financing activities                                                                                                    |                                                  |                                                         | (50,237         | )           |            |            | 167,993     |            
|                                                                            |                                                                                                                               |                                                  |                                                         |                 |             |            |            |            
|                                                                            |                                                                                                                               |                                                  | Net cash used in financing activities                   |                 |             | (50,237    | )          |             |             | (14,553,078 | )
|                                                                            |                                                                                                                               |                                                  |                                                         |                 |             |            |            |            
|NET DECREASE IN CASH AND CASH EQUIVALENTS                                   |                                                                                                                               |                                                  | (7,730,929                                              | )               |             |            | (1,317,122 | )          
|CASH AND CASH EQUIVALENTS, beginning of period                              |                                                                                                                               |                                                  | 27,505,267                                              |                 |             |            | 15,865,547 |            
|                                                                            |                                                                                                                               |                                                  |                                                         |                 |             |            |            |            
|CASH AND CASH EQUIVALENTS, end of period                                    |                                                                                                                               | $                                                | 19,774,338                                              |                 |             | $          | 14,548,425 |            
|                                                                            |                                                                                                                               |                                                  |                                                         |                 |             |            |            |            
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                          |                                                                                                                               |                                                  |                                                         |                 |             |            |            |            
|                                                                            | Cash paid for                                                                                                                |                                                  |                                                         |                 |             |            |            |             |            
|                                                                            |                                                                                                                               | Interest                                         |                                                         | $               | 43,250,000  |            |            | $           | 12,976,462  |            
|                                                                            |                                                                                                                               | Income taxes                                     |                                                         | $               | 246,503     |            |            | $           | 1,654,485   |            
|SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND
    FINANCING ACTIVITIES: |                                                                                                                               |                                                  |                                                         |                 |             |            |            |            
|Transfer of fixed assets from affiliates                                    |                                                                                                                               | $                                                | 2,031                                                   |                 |             | $          | 227,453    |            

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

5



---



##### Table of Contents



AMERICAN CELLULAR CORPORATION AND
SUBSIDIARIES

(AND THE PREDECESSOR COMPANY)




NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS


(Unaudited)


The condensed consolidated balance sheet of
American Cellular, or ACC, and subsidiaries (collectively with
ACC, the Company) as of March 31, 2004, the
condensed consolidated statements of operations for the three
months ended March 31, 2004 and 2003, the condensed
consolidated statement of stockholders equity for the
three months ended March 31, 2004 and the condensed
consolidated statements of cash flows for the three months ended
March 31, 2004 and 2003 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 at
December 31, 2003 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, 2003 consolidated financial
statements included in the Companys Annual Report on
Form 10-K for the fiscal year ended December 31, 2003.

The following Notes relate to both the Company
and the predecessor company of American Cellular (the
Predecessor Company). The Predecessor Company was owned by
a 50/50 joint venture between AT&T Wireless Services, Inc.
and Dobson Communications Corporation. On August 19, 2003,
American Cellular was reorganized and became a wholly-owned
subsidiary of Dobson Communications, as described below.



|   |             
|-- | ------------
|1. | Organization

ACC Escrow Corp, a wholly-owned, indirect
subsidiary of Dobson Communications, was formed on June 23,
2003, and began operations on August 8, 2003, when it
completed the sale of $900.0 million senior notes, the
proceeds of which were used in the Companys restructuring.
On August 19, 2003, ACC Escrow Corp. was merged into the
Company in conjunction with the Companys exchange offer
for its existing 9.5% senior subordinated notes due 2009
(the existing notes). This exchange offer resulted
in the restructuring of the Companys indebtedness and
equity ownership. As part of the restructuring, holders of
$681.9 million principal amount of the $700.0 million
of existing notes tendered their notes. In exchange for the
tendered notes, the old noteholders received from Dobson
Communications 43.9 million shares of its Class A
common stock, 681,900 shares of its convertible preferred
stock with an aggregate liquidation preference of
$121.8 million, convertible into a maximum of
13.9 million shares of Dobson Communications
Class A common stock, and $48.7 million in cash.
Dobson Communications issued an additional 4,301 shares of
its Series F convertible preferred stock and
276,848 shares of its Class A common stock in payment
of certain fees of the restructuring. Upon consummation of the
restructuring, on August 19, 2003, the Company became a
wholly-owned subsidiary of Dobson Communications. To provide a
more comparable view of the Companys condensed
consolidated financial statements, the Company has provided its
condensed consolidated financial statements and notes for the
three months ended March 31, 2004, along with the condensed
consolidated financial statements and notes of the Predecessor
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.

American Cellular Corporation, the predecessor
company, was originally formed on February 26, 1998, to
acquire the operations of PriCellular Corporation. On
February 25, 2000, American Cellular Corporation and its
subsidiaries were acquired by ACC Acquisition LLC, an
equally-owned joint venture between Dobson Communications and
AT&T Wireless.

6



---



##### Table of Contents



AMERICAN CELLULAR CORPORATION AND
SUBSIDIARIES


(AND THE PREDECESSOR COMPANY)


NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

2.     Property,
Plant and Equipment

Property, plant and equipment are recorded at
cost. Newly constructed wireless systems are added to property,
plant and equipment at cost, which includes contracted services,
direct labor, materials and overhead. Existing property, plant
and equipment purchased through acquisitions is recorded at its
fair value at the date of the purchase. Repairs, minor
replacements and maintenance are charged to operations as
incurred. The provisions for depreciation are provided using the
straight-line method based on the estimated useful lives of the
various classes of depreciable property. Depreciation expense
for the three months ended March 31, 2004 and 2003 totaled
$16.2 million and $14.6 million. Listed below are the
gross property, plant and equipment amounts and the related
accumulated depreciation for the periods described.

|                                    |  |                  |         |              |  |   |         |  
|----------------------------------- |  | ---------------- | ------- | ------------ |  | - | ------- | -
|                                    |  | March 31,        |         | December 31,
|                                    |  | 2004             |         | 2003        
|                                    |  |                  |         |             
|                                    |  |                 
|                                    |  | ($ in thousands)
|Gross property, plant and equipment |  | $                | 243,124 |              |  | $ | 227,949 |  
|Accumulated depreciation            |  |                  | (38,899 | )            |  |   | (22,749 | )
|                                    |  |                  |         |              |  |   |         |  
|Property, plant and equipment, net  |  | $                | 204,225 |              |  | $ | 205,200 |  
|                                    |  |                  |         |              |  |   |         |  



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

The Companys long-term debt as of
March 31, 2004 and December 31, 2003, consisted of the
following:

|                               |                      |                  |         |              |  |   |         |         | 
|------------------------------ | -------------------- | ---------------- | ------- | ------------ |  | - | ------- | ------- | 
|                               |                      | March 31,        |         | December 31,
|                               |                      | 2004             |         | 2003        
|                               |                      |                  |         |             
|                               |                      |                 
|                               |                      | ($ in thousands)
|9.5% Senior Subordinated Notes |                      | $                | 13,066  |              |  | $ | 12,851  |        
|10.0% Senior Notes             |                      |                  | 900,000 |              |  |   | 900,000 |        
|                               |                      |                  |         |              |  |   |         |        
|                               | Total long-term debt |                  | $       | 913,066      |  |   | $       | 912,851 | 
|                               |                      |                  |         |              |  |   |         |        



| |                               
| | ------------------------------
| | The Companys Senior
    Notes

On August 8, 2003, ACC Escrow Corp.
completed the sale of $900.0 million aggregate principal
amount of 10.0% senior notes due 2011. The notes were
issued at par and bear interest at an annual rate of 10.0%.
Interest on the notes is payable semi-annually in arrears on
February 1 and August 1, commencing February 1,
2004. The Company may, at its option, redeem, with a premium
that begins at 110% and declines to 100%, some or all of the
notes at any time on or after August 1, 2007. Prior to
August 1, 2006, the Company may, at its option, use the
proceeds of certain equity offerings to redeem at a premium of
110%, a portion of the outstanding notes as long as at least
$600.0 million in aggregate principal amounts of the senior
notes remain outstanding immediately after the redemption. The
indenture imposes a number of restrictive covenants that, among
other things, limit the Companys ability to incur
additional indebtedness, make restricted payments, sell assets,
create or incur liens, places restrictions on distributions and
other payments, merge or consolidate with or transfer
substantial assets to another entity, engage in transactions
with related persons or engage in any business other than
permitted businesses.



|   |                                     
|-- | ------------------------------------
|4. | Acquisition by Dobson Communications

On August 19, 2003, as described above, the
Companys indebtedness and equity ownership were
restructured. Upon consummation of the restructuring, the
Company became a wholly-owned, subsidiary of Dobson
Communications.

7



---



##### Table of Contents



AMERICAN CELLULAR CORPORATION AND
SUBSIDIARIES


(AND THE PREDECESSOR COMPANY)


NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

The purchase price of the Company by Dobson
Communications and the allocation of the acquired assets and
assumed liabilities (including fees paid in the transaction) for
the Company are as follows:

|                                                                     |                                                                                 |                                               |   |       |         | 
|-------------------------------------------------------------------- | ------------------------------------------------------------------------------- | --------------------------------------------- | - | ----- | ------- | 
|                                                                     |                                                                                 | ($ in millions,                              
|                                                                     |                                                                                 | except share price)                          
|Calculation and preliminary allocation of
    purchase price:        |                                                                                 |                                               |   |      
|                                                                     | Share of Dobson Communications common stock issue                               |                                               |   | 44.2  |        
|                                                                     | Dobson stock price at acquisition                                               |                                               | $ | 6.84  |        
|                                                                     |                                                                                 |                                               |   |      
|                                                                     | Fair value of common stock issued                                               |                                               | $ | 302.0 |        
|                                                                     | Plus fair value of Dobson Communications
    convertible preferred stock issued |                                               |   | 122.5 |        
|                                                                     | Plus cash paid to the Companys noteholders                                     |                                               |   | 50.0  |        
|                                                                     |                                                                                 |                                               |   |      
|                                                                     |                                                                                 | Total purchase price                          |   |       | 474.5   | 
|Plus fair value of liabilities assumed by Dobson
    Communications: |                                                                                 |                                               |   |      
|                                                                     | Current liabilities                                                             |                                               |   | 73.7  |        
|                                                                     | Long-term debt                                                                  |                                               |   | 912.6 |        
|                                                                     | Other non-current liabilities                                                   |                                               |   | 1.8   |        
|                                                                     | Deferred income taxes                                                           |                                               |   | 168.0 |        
|                                                                     |                                                                                 |                                               |   |      
|                                                                     |                                                                                 | Total purchase price plus liabilities assumed |   | $     | 1,630.6 | 
|                                                                     |                                                                                 |                                               |   |      
|Plus fair value of assets acquired by Dobson
    Communications:     |                                                                                 |                                               |   |      
|                                                                     | Current assets                                                                  |                                               |   | 104.8 |        
|                                                                     | Property, plant and equipment                                                   |                                               |   | 186.5 |        
|                                                                     | Wireless licenses                                                               |                                               |   | 669.2 |        
|                                                                     | Customer lists                                                                  |                                               |   | 80.0  |        
|                                                                     | Deferred financing costs                                                        |                                               |   | 18.8  |        
|                                                                     | Other non-current assets                                                        |                                               |   | 0.6   |        
|                                                                     | Goodwill (none deductible for income taxes)                                     |                                               |   | 570.7 |        
|                                                                     |                                                                                 |                                               |   |      
|                                                                     |                                                                                 | Total fair value of assets acquired           |   | $     | 1,630.6 | 
|                                                                     |                                                                                 |                                               |   |      

Dobson Communications acquired the Companys
remaining equity interest to continue the combined strategy of
owning rural and suburban wireless telecommunication service
areas. Dobson Communications previously managed the operations
of the Company under an arrangement with its joint venture
partner.

Prior to the restructuring, the Company had net
operating loss, or NOL, carryforwards of approximately
$320.0 million. The restructuring transactions resulted in
the reduction of those NOL carryforwards by approximately
$200.0 million. After the restructuring, approximately
$120.0 million of NOL carryforwards remained available to
the Company. However, the restructuring also resulted in an
ownership change within the meaning of the Internal Revenue Code
Section 382 and the regulations thereunder. This ownership
change limits the amount of previously generated NOL
carryforwards that the Company can utilize to offset future
taxable income on an annual basis. The Company has reviewed the
need for a valuation allowance against these NOL carryforwards.
Based on a review of taxable income, history and trends,
forecasted taxable income, expiration of carryforwards and
limitations on the annual use of the carryforwards, the Company
has not provided a valuation allowance for the NOL carryforwards
because management believes that it is more likely than not that
all of the NOL carryforwards of the Company will be realized
prior to their expiration.

8



---



##### Table of Contents



AMERICAN CELLULAR CORPORATION AND
SUBSIDIARIES


(AND THE PREDECESSOR COMPANY)


NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)



|   |                              
|-- | -----------------------------
|5. | Commitments and Contingencies



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

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 notes thereto included in
Item 1. Except where expressly stated otherwise, the
following discussion and analysis relate to American Cellular
prior to its merger with ACC Escrow Corp. on August 19,
2003, and to ACC Escrow Corp. and American Cellular following
their merger. Wherever the term predecessor or
predecessor company is used, it refers to American
Cellular prior to its merger with ACC Escrow Corp. Unless
otherwise stated, the financial and other data set forth below
are provided on a combined basis, and the terms we,
us and our refer to American Cellular
prior to its merger with ACC Escrow Corp., and to ACC Escrow
Corp. and American Cellular on a combined basis following their
merger.

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 March 31, 2004, our wireless
systems covered a population of 5.0 million and we had
approximately 708,400 subscribers.

ACC Escrow Corp. was formed on June 23,
2003, as a wholly-owned, indirect subsidiary of Dobson
Communications and began operations on August 8, 2003, when
it completed the sale of $900.0 million of
10.0% senior notes, the proceeds of which were used in our
restructuring. Prior to August 19, 2003, we were owned by a
joint venture, which was equally owned by Dobson Communications
and AT&T Wireless. On August 19, 2003, we restructured
our indebtedness and equity ownership. To effect this
restructuring, ACC Escrow Corp. was merged into us, and we
completed an exchange offer for our existing 9.5% senior
subordinated notes due 2009, which we refer to as our existing
notes. In the exchange offer, the holders of $681.9 million
of the $700.0 million outstanding principal amount of our
existing notes exchanged those existing notes and received
43.9 million shares of Dobson Communications
Class A common stock, 681,900 shares of Dobson
Communications Series F convertible preferred stock
having an aggregate liquidation preference of
$121.8 million and convertible into a maximum of
13.9 million shares of Dobson Communications
Class A common stock, and $48.7 million in cash. In
addition, Dobson Communications issued an additional
4,301 shares of its Series F convertible preferred
stock and 276,848 shares of its Class A common stock
in payment of certain fees of the restructuring. We used a
portion of the proceeds from the sale of ACC Escrow Corps
10.0% senior notes to fully repay our existing credit
facility. Upon consummation of the restructuring on
August 19, 2003, we became a wholly-owned subsidiary of
Dobson Communications. To provide a more comparable basis for
our Management Discussion and Analysis, we have presented our
results of operations for the three months ended March 31,
2004, for comparison with the Predecessor Companys results
of operations for the three months ended March 31, 2003. We
believe that the combined operating presentation is not
materially impacted by the change in basis as a result of the
August 19, 2003 acquisition. The primary changes are
reflected in intangible assets, goodwill, and stockholders
equity.

Subscribers

Our subscriber base contains three types of
subscribers; post-paid, reseller and pre-paid. At March 31,
2004, post-paid subscribers accounted for 94.1% of our
subscriber base. 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
(reseller) for the monthly usage of the end user
(subscriber). At March 31, 2004, the reseller base
accounted for 4.0% of our total subscriber base. Our pre-paid
subscribers, which at March 31, 2004 accounted for 1.9% of
our subscriber base, are subscribers that pre-pay for an agreed
upon amount of usage.

10



---



##### Table of Contents



Our average monthly revenue per subscriber,
discussed below under Revenue, is calculated and
reported based only on post-paid subscriber information. We have
experienced a decline in our gross additions as a result of
increased competition attributable to an accelerating pace of
improvements in the quality of digital technology, and increased
products offered to the consumer. Many of our competitors
already market enhanced data services, such as 1XRTT. Currently,
we are in the process of upgrading our network to GSM/GPRS/ EDGE
and expect our gross subscriber additions to increase during
2004, as a result of new services that will be available with
GSM/ GPRS/ EDGE technology. Our gross subscriber additions were
43,600 (includes post-paid, reseller and pre-paid) for the three
months ended March 31, 2004, compared to 47,100 gross
subscriber additions for the three months ended March 31,
2003.

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 and
we have experienced declining average revenue per minute as
competition among wireless service providers has led to
reductions in rates for airtime. These declines have generally
been offset by significant increases in average minutes-of-use
per subscriber. As a result, our average monthly revenue per
post-paid subscriber has remained constant; amounting to $38 for
the three months ended March 31, 2004 and 2003. We believe
there is an opportunity in 2004 for our average monthly revenue
per post-paid subscriber to increase from current levels
primarily due to additional voice and data services available as
a result of our providing GSM/ GPRS/ EDGE technology.

We derive roaming revenue by providing service to
subscribers of other wireless providers when those subscribers
roam into our markets and use our systems to carry
their calls. Roaming revenue has traditionally had 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, our roaming margins are declining
and are becoming more comparable to margins from our subscribers
due to increased market pressures and competition among wireless
providers, resulting in reduced rates in our new roaming
contracts and scheduled rate reductions in our existing roaming
contracts. Our roaming yield (roaming service revenue, which
includes airtime, toll charges and surcharges, divided by
roaming minutes-of-use) was $0.15 for the three months ended
March 31, 2004 and $0.23 for the three months ended
March 31, 2003. Even though our roaming contracts provide
for decreasing rates over time, we believe these roaming
contracts are beneficial because they secure existing traffic
and provide opportunity for a continuing increase in traffic
volumes. Roaming revenue tends to be impacted by seasonality.
Historically, we have experienced higher roaming minutes-of-use
and related 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.

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
we incur to operate and maintain our facilities utilized in
providing service to customers and amounts paid to third-party
wireless providers for providing service to our subscribers when
our subscribers roam into their markets referred to as
roaming costs. As discussed above with regard to
service revenue, there is a continuing trend toward increasing
minutes-of-use per subscriber. This includes minutes used by our
subscribers when they roam into other providers markets.
Consistent with this trend, our roaming expense per minute has
declined. This decline has been offset by an increase in general
and administrative expenses. Our cash cost per user was $21 for
the three months ended March 31, 2004 compared to $20 for
the three months ended March 31, 2003.

11



---



##### Table of Contents



Our cost of equipment represents the costs
associated with wireless 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 the number of our 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 our
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.

Our depreciation and amortization expense
represents the costs associated with the depreciation of our
fixed assets and the amortization of certain intangible assets.
However, we do not amortize our wireless license acquisition
costs or goodwill. Rather these assets are subject to periodic
evaluation.

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, all of which are
provided by our parent, Dobson Communications. We share
corporate and shared call center costs with Dobson
Communications, which costs are allocated primarily based on the
estimated subscribers and populations in our respective licensed
areas. If there is a change in this method used to allocate
shared costs between Dobson Communications and us, the change
could have a significant impact on our results of operations.

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.

To provide a more comparable basis for our
analysis set forth below we have presented our results of
operations for the three months ended March 31, 2004, and
the results of operations for the Predecessor Company for the
three months ended March 31, 2003.

12



---



##### Table of Contents





| |                                                                                    
| | -----------------------------------------------------------------------------------
| | Three Months Ended March 31, 2004
    Compared to Three Months Ended March 31, 2003

Operating revenue.For the three months ended March 31, 2004, our total
operating revenue decreased $6.6 million, or 6.2%, to
$99.9 million from $106.5 million for the comparable
period in 2003. The following table sets forth the components of
our operating revenue for the periods indicated:

|                            |       |                              |        |                  |  |        |       |            |  |   |        |         |  |  |       |        | 
|--------------------------- | ----- | ---------------------------- | ------ | ---------------- |  | ------ | ----- | ---------- |  | - | ------ | ------- |  |  | ----- | ------ | 
|                            |       |                             
|                            |       | Three Months Ended March 31,
|                            |       |                             
|                            |       |                              |        |                 
|                            |       | 2004                         |        | 2003            
|                            |       |                              |        |                 
|                            |       | Amount                       |        | Percentage       |  | Amount |       | Percentage
|                            |       |                              |        |                  |  |        |       |           
|                            |       |                              |        |                  |  |       
|                            |       |                              |        | ($ in thousands) |  |       
|Service revenue             |       | $                            | 77,372 |                  |  |        | 77.5% |            |  | $ | 75,176 |         |  |  | 70.6% |       
|Roaming revenue             |       |                              | 18,113 |                  |  |        | 18.1% |            |  |   | 27,680 |         |  |  | 26.0% |       
|Equipment and other revenue |       |                              | 4,424  |                  |  |        | 4.4%  |            |  |   | 3,634  |         |  |  | 3.4%  |       
|                            |       |                              |        |                  |  |        |       |            |  |   |        |         |  |  |       |       
|                            | Total |                              | $      | 99,909           |  |        |       | 100.0%     |  |   | $      | 106,490 |  |  |       | 100.0% | 
|                            |       |                              |        |                  |  |        |       |            |  |   |        |         |  |  |       |       

For the three months ended March 31, 2004,
our service revenue increased $2.2 million, or 2.9%, to
$77.4 million from $75.2 million for the three months
ended March 31, 2003. The increase was primarily
attributable to increased market penetration. Our average
subscriber base increased 1.7% to 668,800 at March 31, 2004
from 657,700 at March 31, 2003.

For the three months ended March 31, 2004,
our roaming revenue decreased $9.6 million, or 34.6%, to
$18.1 million from $27.7 million for the three months
ended March 31, 2003. Our roaming revenue per minute-of-use
has decreased by 35.4% as contractual rates decreased during
2004, however it was partially offset by a 1.2% increase in
roaming minutes due to expanded coverage areas and increased
usage.

For the three months ended March 31, 2004,
our equipment and other revenue increased $0.8 million, or
21.7%, to $4.4 million from $3.6 million for the three
months ended March 31, 2003. This increase in revenue is
primarily due to our increase in the number of customers
upgrading to new rate plans including our new GSM rate plans.

Cost of Service.For
the three months ended March 31, 2004, our total cost of
service decreased $1.5 million, or 6.0%, to
$22.1 million from $23.6 million for the comparable
period in 2003. The following table sets forth the components of
our cost of service for the periods indicated:

|              |                       |                              |        |            |  |        |       |            |  |   |        |        |  |  |       |        | 
|------------- | --------------------- | ---------------------------- | ------ | ---------- |  | ------ | ----- | ---------- |  | - | ------ | ------ |  |  | ----- | ------ | 
|              |                       |                             
|              |                       | Three Months Ended March 31,
|              |                       |                             
|              |                       |                              |        |           
|              |                       | 2004                         |        | 2003      
|              |                       |                              |        |           
|              |                       | Amount                       |        | Percentage |  | Amount |       | Percentage
|              |                       |                              |        |            |  |        |       |           
|              |                       |                             
|              |                       | ($ in thousands)            
|Network costs |                       | $                            | 13,984 |            |  |        | 63.1% |            |  | $ | 12,873 |        |  |  | 54.6% |       
|Roaming costs |                       |                              | 8,164  |            |  |        | 36.9% |            |  |   | 10,697 |        |  |  | 45.4% |       
|              |                       |                              |        |            |  |        |       |            |  |   |        |        |  |  |       |       
|              | Total cost of service |                              | $      | 22,148     |  |        |       | 100.0%     |  |   | $      | 23,570 |  |  |       | 100.0% | 
|              |                       |                              |        |            |  |        |       |            |  |   |        |        |  |  |       |       

For the three months ended March 31, 2004,
our network costs, which are the costs we incurred in operating
our wireless network and providing service to our customers,
increased $1.1 million, or 8.6%, to $14.0 million from
$12.9 million for the comparable period in 2003. This
increase was primarily due to credits received for the three
months ended March 31, 2003 from certain of our network
service providers, along with increased network costs due to
increased network capacity.

For the three months ended March 31, 2004,
our roaming costs decreased by $2.5 million, or 23.7%, to
$8.2 million from $10.7 million for the same period in
2003. This decrease was the result of a 24.5% decrease in
roaming costs per minute-of-use, offset by a 1.2% increase in
the minutes used by our customers on third-party wireless
providers networks.

Cost of equipment.For the three months ended March 31, 2004, our cost of
equipment increased $1.2 million, or 13.6%, to
$10.1 million during 2003 from $8.9 million in 2003.
This increase is due to an

13



---



##### Table of Contents



increase in average cost of handsets sold to
customers along with an increase in the number of customers
upgrading to new rate plans including our new GSM rate plans.


Marketing and selling
costs.For the three months ended
March 31, 2004, our marketing and selling costs increased
$0.8 million, or 6.7%, to $13.2 million from
$12.4 million for the three months ended March 31,
2003 due primarily to an increase in spending on advertising to
launch our new GSM rate plans.

General and administrative
costs.For the three months ended
March 31, 2004, our general and administrative costs
increased $4.3 million, or 24.6%, to $22.0 million
from $17.7 million for the three months ended
March 31, 2003. This increase is a result of increased
infrastructure costs such as customer service, billing, bad
debt, business taxes and administrative costs as a result of the
overall growth of our business.

Depreciation and amortization
expense.For the three months ended
March 31, 2004, our depreciation and amortization expense
increased $3.2 million, or 19.0%, to $20.2 million
from $17.0 million for 2003. The increase was the result of
additional depreciation on fixed assets acquired or constructed
in 2003 and the first three months of 2004.

Interest expense.For the three months ended March 31, 2004, our interest
expense decreased $7.6 million, or 24.2%, to
$23.7 million from $31.3 million for the three months
ended March 31, 2003. This decrease primarily resulted from
the reduction of our total debt.

Net loss.For the
three months ended March 31, 2004, our net loss was
$7.4 million. Our net loss increased $5.0 million, or
208.3%, from $2.4 million for the three months ended
March 31, 2003 primarily due to a decrease in our operating
income, offset by a reduction in our interest expense.

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, and if necessary, bank debt and the sale of debt
securities and infusions of equity capital from our parent
company, Dobson Communications. Some or all of these financing
options may not be available to us in the future. Dobson
Communications is not obligated to contribute equity capital or
provide any other financing to our subsidiaries or us.



| |                     
| | --------------------
| | Cash Flow Activities

At March 31, 2004, we had a working capital
deficit of $1.9 million, a ratio of current assets to
current liabilities of 1:1 and an unrestricted cash balance of
$19.8 million, which compares to a working capital deficit
of $1.7 million, a ratio of current assets to current
liabilities of 1:1, and an unrestricted cash balance of
$27.5 million at December 31, 2003.

Our net cash used in operating activities totaled
$3.2 million for the three months ended March 31, 2004
compared to net cash provided by operating activities of
$22.1 million for the three months ended March 31,
2003. The decrease in net cash provided by operating activities
is primarily due to changes in our current assets and
liabilities including our semi-annual interest payment and an
increase in our loss from continuing operations.

Our net cash used in investing activities totaled
$4.4 million for the three months ended March 31, 2004
compared to $8.9 million for the three months ended
March 31, 2003. This decrease is related primarily to
changes in receivables from affiliates of $6.7 million for
the three months ended March 31, 2004. Capital expenditures
were $15.3 million for the three months ended
March 31, 2004 compared to $13.2 million for the three
months ended March 31, 2003.

Our net cash used in financing activities was
$0.1 million for the three months ended March 31, 2004
compared to $14.6 million for the three months ended
March 31, 2003. This decrease is primarily due to the
absence of long-term debt payments for the three months ended
March 31, 2004 compared to long-term debt payments of
$14.7 million for the three months ended March 31,
2003.

14



---



##### Table of Contents





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

In August 2003, as part of our restructuring,
holders of $681.9 million outstanding principal amount of
our 9.5% senior subordinated notes surrendered their senior
notes and received approximately $48.7 million in cash,
43.9 million shares of newly issued shares of Dobson
Communications Class A common stock, and
681,900 shares of Dobson Communications Series F
convertible preferred stock, which has an aggregate liquidation
preference of approximately $121.8 million and is
convertible into a maximum of 13.9 million shares of Dobson
Communications Class A common stock. There remains
outstanding $18.1 million liquidation value of our
9.5% senior subordinated notes.

On August 8, 2003, we and ACC Escrow Corp.,
a newly formed, wholly-owned, indirect subsidiary of Dobson
Communications, completed a private offering of
$900.0 million aggregate principal amount of
10.0% senior notes due 2011. The senior notes were sold at
par, are unsecured and bear interest at an annual rate of 10.0%.
The net proceeds from the sale of the notes were used to
(i) repay in full all amounts owing under our bank credit
facility and (ii) pay a portion of the fees of our
restructuring. The notes rank pari passu in right of payment
with any of our existing and future indebtedness and are senior
to all existing and future subordinated indebtedness.

In connection with the closing of the sale of our
10.0% senior notes, we entered into an indenture dated
August 8, 2003 with Bank of Oklahoma, National Association,
as Trustee. The indenture contains certain covenants including
covenants that limit the ability of us and our restricted
subsidiaries to:



| |   |                                                                                                  
| | - | -------------------------------------------------------------------------------------------------
| |  | incur indebtedness;                                                                              
|
| |  | incur or assume liens;                                                                           
|
| |  | make restricted payments;                                                                        
|
| |  | impose dividend or other payment restrictions
    affecting our restricted subsidiaries;         
|
| |  | issue and sell capital stock of our restricted
    subsidiaries;                                 
|
| |  | issue certain capital stock;                                                                     
|
| |  | issue guarantees of indebtedness;                                                                
|
| |  | enter into transactions with affiliates;                                                         
|
| |  | sell assets;                                                                                     
|
| |  | engage in unpermitted lines of business;                                                         
|
| |  | enter into sale or leaseback
    transactions; and                                               
|
| |  | make payments for the consent, waiver or
    amendment of any of the provisions of the indenture.



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

We had capital expenditures of $15.3 million
for the three months ended March 31, 2004. We plan to spend
approximately $40 million to $55 million for capital
expenditures in 2004. The majority of these planned expenditures
will occur in the first half of 2004 in relation to the
build-out of our GSM/ GPRS/ EDGE network. 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, and whether we consummate additional acquisitions.

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

15



---



##### Table of Contents



include, without limitation, our ability to
satisfy the financial covenants of our outstanding debt
instruments and to raise additional capital; our ability to
manage our rapid growth successfully and to compete effectively
in our wireless business against competitors with greater
financial, technical, marketing and other resources; changes in
end-user requirements and preferences; the development of other
technologies and products that may gain more commercial
acceptance than those of ours; and adverse regulatory changes.
Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date
hereof. We undertake no obligation to update or revise these
forward-looking statements to reflect events or circumstances
after the date hereof including, without limitation, changes in
our business strategy or planned capital expenditures, or to
reflect the occurrence of unanticipated events.







|        |                                                               
|------- | --------------------------------------------------------------
|Item 3. | Quantitative and Qualitative Disclosures
    About Market Risk

Previously, our primary market risk related 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. All of our outstanding senior notes bore
interest at fixed rates. At March 31, 2004, we were not
involved with any derivatives or other financial instruments.

At March 31, 2004, we had long-term debt
outstanding of $913.1 million, all of which bears interest
at fixed rates.






|        |                        
|------- | -----------------------
|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 Chief
Executive Officer and Chief 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 Chief
Executive Officer and Chief Financial Officer concluded that the
design and operation of these disclosure controls and procedures
were effective. We did not effect any changes in our internal
controls and procedures during the quarter March 31, 2004.

16



---



##### Table of Contents






PART II. OTHER INFORMATION






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

We are not currently aware of any 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, Use of Proceeds and
    Issuer Purchases of Equity Securities

Not applicable






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

Not applicable






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

Not applicable






|        |                  
|------- | -----------------
|Item 5. | Other Information

Not applicable






|        |                                    
|------- | -----------------------------------
|Item 6. | Exhibits and Reports on
    Form 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                                                                                                              |  |  | (3)[3.1.1]  | 
|        | 3.2     |             |  | Amended and Restated Bylaws of Registrant                                                                                                                                                                   |  |  | (1)[3.2]    | 
|        | 3.3     |             |  | Certificate of Incorporation of ACC Lease Co.,
    Inc.                                                                                                                                                     |  |  | (7)[3.3]    | 
|        | 3.4     |             |  | ByLaws of ACC Lease Co., Inc.                                                                                                                                                                               |  |  | (7)[3.4]    | 
|        | 4.1     |             |  | Indenture dated March 14, 2001 between
    American Cellular Corporation and United States Trust Company of
    New York                                                                                    |  |  | (1)[4.2]    | 
|        | 4.1.1   |             |  | First Supplemental Indenture dated
    August 19, 2003 between ACC Acquisition LLC, American
    Cellular Corporation, its guaranteeing subsidiaries and Bank of
    Oklahoma, National Association         |  |  | (7)[4.1.1]  | 
|        | 4.2     |             |  | Indenture dated August 8, 2003 between ACC
    Escrow Corp. and Bank of Oklahoma, National Association                                                                                                      |  |  | (7)[4.2]    | 
|        | 4.3     |             |  | Registration Rights Agreement dated
    August 8, 2003 between ACC Escrow Corp., American Cellular
    Corp. and certain guarantors and Bear, Stearns & Co.,
    Inc. and Morgan Stanley & Co. Incorporated |  |  | (7)[4.3]    | 
|        | 10.1    |             |  | License Agreement, dated September 23, 1998,
    by and between H.O. Software, Inc. and American Cellular
    Corporation, as amended, modified or otherwise supplemented from
    time to time             |  |  | (3)[10.1]   | 
|        | 10.2*   |             |  | Purchase and License Agreement between Nortel
    Networks, Inc. and Dobson Communications Corporation dated
    November 16, 2001                                                                          |  |  | (3)[10.6]   | 
|        | 10.2.1* |             |  | Amendment No. 1 to Purchase and License
    Agreement between                                                                                                                                               |  |  | (4)[10.6.1] | 
|        |         |             |  | Nortel Networks, Inc. and Dobson Communications
    Corporation dated August 5, 2002                                                                                                                        |  |  |             | 

17



---



##### Table of Contents



|        |       |             |  |                                                                                                                                                                                                                           |  |  |            | 
|------- | ----- | ----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ---------- | 
|Exhibit |       |             |  | Method of                                                                                                                                                                                                                
|Numbers |       | Description |  | Filing                                                                                                                                                                                                                   
|        |       |             |  |                                                                                                                                                                                                                          
|        | 10.4  |             |  | 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                                           |  |  | (2)[10.17] | 
|        | 10.5  |             |  | 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  |  |  |            | 
|        | 10.6  |             |  | Master Services Agreement between American
    Cellular Corporation and Convergys Information Management Group
    Inc. dated December 1, 2002                                                                            |  |  | (5)[10.14] | 
|        | 10.7* |             |  | Roaming Agreement for GSM/ GPRS from AT&T
    Wireless Services, Inc. and American Cellular Corporation dated
    July 11, 2003                                                                                           |  |  | (6)[10.15] | 
|        | 10.8* |             |  | GSM/ GPRS/ EDGE Operating Agreement between
    AT&T Wireless Services, Inc. and American Cellular
    Corporation dated July 11, 2003                                                                                    |  |  | (6)[10.16] | 
|        | 10.9* |             |  | 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 itself and its affiliates     |  |  | (6)[10.17] | 
|        | 10.10 |             |  | Agreement and Plan of Merger by and between ACC
    Escrow Corp. and American Cellular Corporation dated
    August 8, 2003                                                                                               |  |  | (7)[10.17] | 
|        | 10.11 |             |  | Management Agreement dated August 19, 2003
    by and between Dobson Cellular Systems, Inc. and American
    Cellular Corporation                                                                                         |  |  | (7)[10.18] | 
|        | 10.12 |             |  | Tax Allocation Agreement dated August 19,
    2003 by and between Dobson Communications Corporation and
    American Cellular Corporation                                                                                 |  |  | (7)[10.19] | 
|        | 10.13 |             |  | Purchase Agreement dated July 25, 2003 by
    and among ACC Escrow Corp., American Cellular Corporation and
    certain guaranteeing subsidiaries and Bear, Stearns &
    Co., Inc. and Morgan Stanley & Co. Incorporated |  |  | (7)[10.20] | 
|        | 31.1  |             |  | Rule 13a-14 (a) Certification by our
    Chairman and Chief Executive Officer                                                                                                                                             |  |  | (8)        | 
|        | 31.2  |             |  | Rule 13a-14 (a) Certification by our
    Chief Financial Officer                                                                                                                                                          |  |  | (8)        | 
|        | 32.1  |             |  | Section 1350 Certification by our Chairman
    and Chief Executive Officer.                                                                                                                                               |  |  | (8)        | 
|        | 32.2  |             |  | Section 1350 Certification by our Chief
    Financial Officer.                                                                                                                                                            |  |  | (8)        | 



---



|    |                                                                                                                                                                                                              
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*   | 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
    September 30, 2001, as the exhibit number indicated in
    brackets and incorporated by reference herein.
|   
|(3) | Filed as an exhibit to the Registrants
    Annual Report on Form 10-K for the year ended
    December 31, 2001, as the exhibit number indicated in
    brackets and incorporated by reference herein.       
|   
|(4) | Filed as an exhibit to the Registrants
    Quarterly Report on Form 10-Q for the quarter ended
    September 30, 2002, as the exhibit number indicated in
    brackets and incorporated by reference herein.
|   
|(5) | 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.                       
|   
|(6) | 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.                           
|   
|(7) | Filed as an exhibit to the Registrants
    Registration Statement on Form S-4 (no. 333-110082) as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                    
|   
|(8) | Filed herewith.                                                                                                                                                                                              

(b) Reports on Form 8-K

None

18



---



##### 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: May 14, 2004

| |                                 
| | --------------------------------
| | /s/ EVERETT R. DOBSON           
| |                                 
| | Everett R. Dobson               
| | Chairman of the Board, President
| | and Chief Executive Officer     
| | (Principal Executive Officer)   

Date: May 14, 2004

| |                              
| | -----------------------------
| | /s/ BRUCE R. KNOOIHUIZEN     
| |                              
| | Bruce R. Knooihuizen         
| | Executive Vice President and 
| | Chief Financial Officer      
| | (Principal Financial Officer)

19



---



##### Table of Contents



INDEX TO EXHIBITS Exhibit
    
    
    
    Method ofNumbers
    
    Description
    
    Filing3.1
    
    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
    
    
    (3)[3.1.1]3.2
    
    Amended and Restated Bylaws of Registrant
    
    
    (1)[3.2]3.3
    
    Certificate of Incorporation of ACC Lease Co., Inc.
    
    
    (7)[3.3]3.4
    
    ByLaws of ACC Lease Co., Inc.
    
    
    (7)[3.4]4.1
    
    Indenture dated March 14, 2001 between American Cellular
Corporation and United States Trust Company of New York
    
    
    (1)[4.2]4.1.1
    
    First Supplemental Indenture dated August 19, 2003 between
ACC Acquisition LLC, American Cellular Corporation, its
guaranteeing subsidiaries and Bank of Oklahoma, National
Association
    
    
    (7)[4.1.1]4.2
    
    Indenture dated August 8, 2003 between ACC Escrow Corp. and
Bank of Oklahoma, National Association
    
    
    (7)[4.2]4.3
    
    Registration Rights Agreement dated August 8, 2003 between
ACC Escrow Corp., American Cellular Corp. and certain
guarantors and Bear, Stearns & Co., Inc. and Morgan Stanley
& Co. Incorporated
    
    
    (7)[4.3]10.1
    
    License Agreement, dated September 23, 1998, by and between
H.O. Software, Inc. and American Cellular Corporation, as
amended, modified or otherwise supplemented from time to
time
    
    
    (3)[10.1]10.2
    *
    Purchase and License Agreement between Nortel Networks,
Inc.
and Dobson Communications Corporation dated November 16,
2001
    
    
    (3)[10.6]10.2.1
    *
    Amendment No. 1 to Purchase and License Agreement between
Nortel Networks, Inc. and Dobson Communications Corporation
dated August 5, 2002
    
    
    (4)[10.6.1]10.4
    
    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
    
    
    (2)[10.17]10.5
    
    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 Corporation10.6
    
    Master Services Agreement between American Cellular
Corporation and Convergys Information Management Group Inc.
dated December 1, 2002
    
    
    (5)[10.14]10.7
    *
    Roaming Agreement for GSM/GPRS from AT&T Wireless Services,
Inc. and American Cellular Corporation dated July 11, 2003
    
    
    (6)[10.15]10.8
    *
    GSM/GPRS/EDGE Operating Agreement between AT&T Wireless
Services, Inc. and American Cellular Corporation dated July
11, 2003
    
    
    (6)[10.16]10.9
    *
    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
itself and its affiliates
    
    
    (6)[10.17]10.10
    
    Agreement and Plan of Merger by and between ACC Escrow
Corp.
and American Cellular Corporation dated August 8, 2003
    
    
    (7)[10.17]10.11
    
    Management Agreement dated August 19, 2003 by and between
Dobson Cellular Systems, Inc. and American Cellular
Corporation
    
    
    (7)[10.18]10.12
    
    Tax Allocation Agreement dated August 19, 2003 by and
between Dobson Communications Corporation and American
Cellular Corporation
    
    
    (7)[10.19]10.13
    
    Purchase Agreement dated July 25, 2003 by and among ACC
Escrow Corp., American Cellular Corporation and certain
guaranteeing subsidiaries and Bear, Stearns & Co., Inc. and
Morgan Stanley & Co. Incorporated
    
    
    (7)[10.20]




---



##### Table of Contents



31.1
    
    Rule 13a-14 (a) Certification by our Chairman and Chief
Executive Officer
    
    
    (8
    )31.2
    
    Rule 13a-14 (a) Certification by our Chief Financial
Officer
    
    
    (8
    )32.1
    
    Section 1350 Certification by our Chairman and Chief
Executive Officer.
    
    
    (8
    )32.2
    
    Section 1350 Certification by our Chief Financial Officer.
    
    
    (8
    )
   *
    
    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 September 30, 2001, as the exhibit number indicated in
brackets and incorporated by reference herein.(3)
    
    Filed as an exhibit to the Registrants Annual Report on Form 10-K for
the year ended December 31, 2001, as the exhibit number indicated in
brackets and incorporated by reference herein.(4)
    
    Filed as an exhibit to the Registrants Quarterly Report on Form 10-Q for
the quarter ended September 30, 2002, as the exhibit number indicated in
brackets and incorporated by reference herein.(5)
    
    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.(6)
    
    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.(7)
    
    Filed as an exhibit to the Registrants Registration Statement on Form
S-4 (no. 333-110082) as the exhibit number indicated in brackets and
incorporated by reference herein.(8)
    
    Filed herewith.