##### Table of Contents



UNITED STATES
 SECURITIES AND EXCHANGE
    COMMISSION
 Washington, D.C. 20549
    FORM 10-K
  þ
    ANNUAL REPORT PURSUANT TO
    SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934  For the fiscal year ended December 31, 2006
  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:
    333-60639
    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
       Securities
    registered pursuant to Section 12(b) of the Act:None
  Securities
    registered pursuant to Section 12(g) of the Act:None
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
 Large accelerated
    filer o     
    Accelerated
    filer o     
    Non-accelerated filer þ
  Rule 12b-2 o þ
    Form 10-K
  None




---



##### 



AMERICAN
    CELLULAR CORPORATION
    ANNUAL REPORT ON
    FORM 10-K
    FOR THE YEAR ENDED DECEMBER 31, 2006
  TABLE OF
    CONTENTS
  ItemNumber



PagePART I1


Business


31A


Risk
    Factors


181B


Unresolved Staff
    Comments


252


Properties


253


Legal
    Proceedings


254


Submission of
    Matters to a Vote of Security Holders


25PART II5


Market for
    Registrants Common Equity, Related Stockholder Matters and
    Issuer Purchases of Equity Securities


266


Selected Financial
    Data


267


Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations


287A


Quantitative and
    Qualitative Disclosures About Market Risk


428


Financial
    Statements and Supplementary Data


439


Changes in and
    Disagreements with Accountants on Accounting and Financial
    Disclosure


629A


Controls and
    Procedures


629B


Other
    Information


62PART III10


Directors,
    Executive Officers and Corporate Governance


6311


Executive
    Compensation


6312


Security Ownership
    of Certain Beneficial Owners and Management


6313


Certain
    Relationships and Related Transactions and Director
    Independence


6314


Principal
    Accountants Fees and Services


63PART IV15


Exhibits and
    Financial Statement Schedules


65Statement of Computation of Ratios of Earnings to Fixed ChargesRule 13a-14(a) Certification by our Principal Executive OfficerRule 13a-14(a) Certification by our Principal Financial OfficerSection 1350 Certification by our Principal Executive OfficerSection 1350 Certification by our Principal Financial Officer   2




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##### Table of Contents



PART I  Item 1.
    Business  Overview
        Competitive
    Strengths
    Strong Current Market Position.
  Attractive Markets. T-Mobile.
 3




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##### Table of Contents



Advanced Digital Technology.
  Continued Relationship with DCC.
  Strategy
    Drive ARPU Growth through GSM Migration.
  Offer a High Quality Network. T-Mobile.
  Introduce Enhanced Products and Services.
  Targeted Sales Efforts.
  Superior Customer Service. 24-hour
  Strategic Roaming Relationships. T-Mobile. T-Mobile T-Mobile
 4




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##### Table of Contents



Operations
        State

PopulationIllinois


22,400Kansas


48,500Kentucky


866,800Michigan


201,000Minnesota


813,700New York


1,182,800Ohio


327,700Oklahoma


213,800Pennsylvania


283,100Texas


215,300Virginia


51,700West Virginia


646,000Wisconsin


886,400Total Population


5,759,200   10-20 MHz, 1710-1745 2110-2145 MHz.
    Service
    and Features
     5




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##### Table of Contents



Marketing
    Branding. ® ® ® ®
  Advertising.
    Segmented Rate Plans. minutes-of-use,
  Sales and
    Distribution
    Retail Stores.
  Independent Dealers.
 6




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##### Table of Contents



Direct Sales.
  Resellers.
  Customer
    Service
    24-hours
    Roaming
      T-Mobile T-Mobile T-Mobile T-Mobile
  Billing
    System
  ® ®
 7




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##### Table of Contents



®
  Network
    Operations
  Network Communications Equipment.
  Connection Agreements.
  Network Operations.
  Cell Sites and Transmission Towers.
  System
    Development and Digital Technology
  System Development. cell-by-cell
    Digital Technology. T-Mobile.
    Competition
  T-Mobile,
     8




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##### Table of Contents



220-222 MHz
      Regulation
    Federal Regulation.
 9




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##### Table of Contents



Federal Licensing Requirements.
      1710-1755 2110-2155 MHz co-terminus
   10




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11




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##### Table of Contents



co-primary
  1850-1990 MHz
  1710-1755 MHz 2110-2155 MHz
  Federal Ownership Restrictions. case-by-case
    i.e.
 12




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##### Table of Contents



i.e.
    General Regulatory Obligations.
    E-911, market-by-market E-911 E-911 E-911 E-911
 13




---



##### Table of Contents



E-911 E-911 E-911
      i.e.
  i.e.
   14




---



##### Table of Contents



and/or
        and/or
 15




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##### Table of Contents



and/or
    E-911,
 16




---



##### Table of Contents



State, Local and Other Regulation.
      Future Regulation.
  Employees
   17




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##### Table of Contents




    by either party in the event of the bankruptcy, insolvency,
    dissolution, winding up or liquidation of the other party;
    by us upon a material breach by DCS, upon a failure by us to
    satisfy certain quality or financial performance standards
    established by DCC, and in the event of certain changes of
    control of DCC or transfers by DCC of its interests in
    us; and
    by DCS upon a material breach by us.  Available
    Information
  Form 10-K, Form 10-Q, Form 8-K,
  Item 1A.
    Risk
    Factors    We
    have a history of net losses and a history of being highly
    leveraged. We may incur additional losses in the future and our
    operating results have fluctuated and could continue to
    fluctuate significantly on a quarterly and annual basis. Also,
    we may need to obtain further financing or refinance current
    debt, which may or may not be available to us on acceptable
    terms.
       18




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##### Table of Contents



We
    depend on roaming revenue for a substantial portion of our total
    revenue. If our long-term roaming agreements are terminated, are
    not renewed or the terms of such arrangements become less
    favorable to us or the amount of roaming traffic under these
    agreements decrease materially, our business could be
    harmed.
  minutes-of-use
        We may
    experience a high rate of customer turnover, which would
    adversely affect our financial performance.
  sub-prime sub-prime
  and/or
 19




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We
    face intense competition from other wireless
    providers.
        The
    wireless industry is experiencing rapid technological change,
    and we may lose customers if we fail to keep up with these
    changes.
    We
    depend on roaming partners to provide service for our customers
    who travel outside of our coverage areas.
   20




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ETC
    revenues are growing considerably as we gain ETC status in more
    states. However, if changes were made to the federal Universal
    Service Fund that reduced our monthly ETC revenues, it would
    have an adverse effect on our financial results.
    We are
    controlled by DCC with whom we have entered into significant
    transactions. The interests of DCC and its principal stockholder
    could conflict with our interests.
  day-to-day
      We may
    continue to experience network capacity constraints related to
    our implementation of GSM technology.
     21




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##### Table of Contents



Our
    choice for the next generation of technology, EDGE, is a new
    technology and could quickly become obsolete
    and/or not
    commercially accepted, which could result in a delay in offering
    new services.
  and/or
  System
    failures could result in reduced user traffic and reduced
    revenue and could harm our reputation.
    We
    have committed a substantial amount of capital and will need to
    continue to provide substantial amounts of capital to
    continuously upgrade and enhance our wireless voice networks to
    offer advanced data services, but there can be no assurance that
    widespread demand for these services will develop.
    The
    restrictive covenants in our debt instruments may limit our
    operating flexibility. Our failure to comply with these
    covenants could result in defaults under our debt instruments
    even though we may be able to meet our debt service
    obligations.
   22




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##### Table of Contents



We
    rely on a limited number of key suppliers and vendors for timely
    supply of equipment and services relating to our network
    infrastructure. If these suppliers or vendors experience
    problems or favor our competitors, we may not be able to obtain
    sufficient quantities of the products and services we require to
    operate our businesses successfully.
    Our
    operations are subject to governmental regulation that could
    have an adverse effect on our business.
        We are
    subject to environmental regulation and environmental compliance
    expenditures and liabilities.
   23




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The
    loss of any of our licenses could adversely affect our ability
    to provide wireless service.
    We may
    not be able to obtain additional spectrum, which may adversely
    affect our ability to implement our business plan.
    We
    depend in large part on the efforts of our parent companys
    key personnel and personnel provided by DCS. The loss of our key
    personnel in a competitive employment environment could affect
    our growth and future success.
    We may
    not be able to successfully integrate acquired or exchanged
    properties, which could have an adverse effect on our financial
    results.
   24




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##### Table of Contents



Concerns
    that the use of wireless handsets may pose health and safety
    risks may discourage the use of our wireless handsets. In
    addition, the costs relating to compliance with safety
    requirements, requirements to provide access to persons with
    disabilities, and potential litigation could have a material
    adverse effect on our business, financial condition and results
    of operations.
     Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties    Item 3.
    Legal
    Proceedings    Item 4.
    Submission
    of Matters to a Vote of Security Holders   25




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PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities      Item 6.
    Selected
    Financial Data      The Predecessor CompanyPeriod fromFormation


Period from(June 23,


January 1,Year Ended


Year Ended


Year Ended


2003) to


2003 to


Year EndedDecember 31,


December 31,


December 31,


December 31,


August 18,


December 31,2006


2005


2004


2003


2003


2002($ in thousands)Statement of Operations
    Data:Total operating revenue

$
518,488


$
489,562


$
433,375


$
162,623


$
288,726


$
452,830Operating expenses:Cost of service (exclusive of
    depreciation and amortization shown separately below)


136,963



117,747



99,230



35,460



62,225



110,412Cost of equipment


52,233



51,107



45,102



15,104



23,618



34,206Marketing and selling


67,326



59,270



56,765



21,017



31,180



57,623General and administrative


86,014



89,792



89,038



31,210



44,435



70,291Impairment of goodwill






















800,894Depreciation and amortization


81,860



85,283



83,310



28,647



43,591



66,746Gain on disposition of operating
    assets


(2,917
)


(2,269
)














Total operating expenses


421,479



400,930



373,445



131,438



205,049



1,140,172 26




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##### Table of Contents



The Predecessor CompanyPeriod fromFormation


Period from(June 23,


January 1,Year Ended


Year Ended


Year Ended


2003) to


2003 to


Year EndedDecember 31,


December 31,


December 31,


December 31,


August 18,


December 31,2006


2005


2004


2003


2003


2002($ in thousands)Operating income (loss)


97,009



88,632



59,930



31,185



83,677



(687,342
)Interest expense


(98,524
)


(95,126
)


(94,796
)


(37,773
)


(78,136
)


(142,003
)Dividends on mandatorily redeemable
    preferred stock


















(704
)


Restructuring gain


















211,306



Other (expense) income, net


(2,510
)


(1,725
)


(2,440
)


(426
)


(538
)


1,387Income tax benefit (expense)


2,080



3,553



11,605



2,665



(82,257
)


14,383(Loss) income from continuing
    operations


(1,945
)


(4,666
)


(25,701
)


(4,349
)


133,348



(813,575
)Loss from discontinued operations,
    net of income taxes






















(654
)Gain from sale of discontinued
    operations, net of income taxes






















13,472Cumulative effect of change in
    accounting principle, net of income taxes






















(281,640
)Net (loss) income


(1,945
)


(4,666
)


(25,701
)


(4,349
)


133,348



(1,082,397
)Dividends on preferred stock


















(2,546
)


(4,661
)Net (loss) income applicable to
    common stockholders

$
(1,945
)

$
(4,666
)

$
(25,701
)

$
(4,349
)

$
130,802


$
(1,087,058
)   The PredecessorAs of December 31


Company2006


2005


2004


2003


2002($ in thousands)Balance Sheet Data:Cash and cash equivalents

$
36,453


$
76,611


$
41,489


$
27,505


$
15,866Property, plant and equipment, net


190,691



158,286



177,142



205,200



185,935Intangible assets, net


1,465,838



1,310,942



1,316,320



1,332,991



915,845Total assets


1,754,703



1,606,484



1,588,279



1,625,008



1,209,918Redeemable preferred stock


















35,000Current portion of credit facility
    and debt securities


1,250















1,588,509Credit facility and debt
    securities, net of current portion(1)


1,039,251



914,794



913,774



912,851



Stockholders equity (deficit)


422,305



424,932



429,598



455,299



(528,275
)     (1)
    
    Credit facility and debt securities are shown net of any
    discounts. 27




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Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  The following discussion and analysis presents factors that
    we believe are relevant to an assessment and understanding of
    our consolidated financial position and results of operations.
    This financial and business analysis should be read in
    conjunction with our consolidated financial statements and the
    notes thereto included in Item 8. Also see Item 6 for
    related financial information.
  OVERVIEW
      Managements
    Strategy
    
    Providing customers access to the highest quality network;
    Providing quality customer service through retail stores, a
    direct sales force and customer contact centers that offer
    24-hour
    services;
    Deploying the latest technology and using that technology to
    develop attractive product offerings for our customers; and
    Continuing to develop and maintain strategic roaming
    relationships with other wireless carriers, such as Cingular
    Wireless and
    T-Mobile.
    Our relationship with Cingular Wireless and
    T-Mobile
    allow our customers to roam on their networks and their
    customers to roam on our network at favorable rates. We believe
    our roaming relationships allow us to offer our customers
    attractive rate plans that include the footprints of our roaming
    partners as home territories.  CRITICAL
    ACCOUNTING POLICIES AND PRACTICES
  Form 10-K.
   28




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Property,
    Plant and Equipment and Other Definite Life Assets
          Goodwill
    and Wireless License Acquisition Costs
    start-up
 29




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##### Table of Contents



ACQUISITIONS
    FCC
    Auction 66
    Acquisition
    of Highland Cellular LLC
      Acquisition
    of Texas 15 RSA
     30




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##### Table of Contents



Acquisition
    of Pennsylvania 4 RSA
      ROAMING
    AGREEMENT WITH CINGULAR WIRELESS
    
    mutual agreement to lower roaming rates, with us paying Cingular
    Wireless a flat incollect rate through mid-2009 that is
    approximately half the blended rate in previous roaming
    agreements;
    agreement to continue to mutually prefer one another for roaming
    through the term of the new roaming agreement, which has been
    extended approximately one year through mid-2009;
    we received approximately $0.8 million from Cingular
    Wireless as a settlement for prior claims under various
    agreements between us and AT&T Wireless, and have and will
    continue to receive certain formula-based residual payments in
    connection with such settlement through mid-2008 at the
    latest; and
    the new roaming agreement provides for
    home-on-home
    roaming in areas where both carriers operate.  RESULTS
    OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2006, 2005
    AND 2004
    December 31,2006


2005


2004Market population(1)


5,759,200



5,166,500



5,069,900Ending customers


722,200



669,700



710,000Market penetration(2)


12.5
%


13.0
%


14.0
%Post-paid and pre-paid gross
    customer additions(3)


179,600



158,200



152,300Gross customer additions


200,000



209,900



195,800Average customers


678,100



691,800



712,700Average monthly service revenue
    per customer(4)

$
45


$
43


$
38Average monthly post-paid churn(5)


1.9
%


2.5
%


1.9
%    (1)
    
    Represents the population in our
    licensed areas for the period indicated. The results are based
    upon the population estimates provided by the United States
    Census Bureau, adjusted to exclude those portions of our RSAs
    and MSAs not covered by our licenses.(2)
    
    Market penetration is calculated by
    dividing ending customers by market population.(3)
    
    Represents our gross customer
    additions added during the period, excluding reseller additions.
    We typically do not incur commission and equipment costs and
    equipment revenue from reseller additions.(4)
    
    ARPU is calculated by dividing
    service revenue by average customers and dividing by the number
    of months in the period. We exclude roaming revenue from this
    calculation, since roaming revenue is not derived from our
    customers.(5)
    
    Average monthly post-paid churn
    represents the percentage of the post-paid customers which
    deactivate service each month. The calculation divides the total
    post-paid deactivations during the period by the average
    post-paid customers for the period. 31




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Basis
    of Presentation
    PercentageYear Ended December 31, 2006








ChangeAdjusted Results








in AdjustedImpact from


without


Year Ended


Year Ended


ResultsNewly


Impact from


December 31,


December 31,


Versus Actual


ActualAcquired


Newly Acquired


2005


2004


Results


vs. ActualActual


Markets(1)


Markets


Actual


Actual


06 vs. 05


05 vs. 04($ in thousands)Operating Revenue:Service revenue

$
369,515


$
7,906


$
361,609


$
360,059


$
327,322



0.4
%


10.0
%Roaming revenue


125,339



6,116



119,223



108,208



87,870



10.2
%


23.1
%Equipment and other revenue


23,634



693



22,941



21,295



18,183



7.7
%


17.1
%Total operating revenue


518,488



14,715



503,773



489,562



433,375



2.9
%


13.0
%Operating Expenses:Cost of service (exclusive of
    depreciation and amortization shown separately below)


136,963



6,827



130,136



117,747



99,230



10.5
%


18.7
%Cost of equipment


52,233



1,438



50,795



51,107



45,102



(0.6
)%


13.3
%Marketing and selling


67,326



1,636



65,690



59,270



56,765



10.8
%


4.4
%General and administrative


86,014



928



85,086



89,792



89,038



(5.2
)%


0.8
%Depreciation and amortization


81,860



1,872



79,988



85,283



83,310



(6.2
)%


2.4
%Gain on disposition of operating
    assets


(2,917
)






(2,917
)


(2,269
)






*



*Total operating expenses


421,479



12,701



408,778



400,930



373,445



2.0
%


7.4
%Operating income


97,009



2,014



94,995



88,632



59,930



7.2
%


47.9
%Interest expense


(98,524
)


(2,516
)


(96,008
)


(95,126
)


(94,796
)


0.9
%


0.3
%Other expense, net


(2,510
)


(428
)


(2,082
)


(1,725
)


(2,440
)


20.7
%


(29.3
)%Income tax benefit


2,080



353



1,727



3,553



11,605



*



*Net loss

$
(1,945
)

$
(577
)

$
(1,368
)

$
(4,666
)

$
(25,701
)


(70.7
)%


(81.8
)%     *
    
    Calculation is not meaningful.  (1)
    
    Includes the 2006 impact of seven months of operations for Texas
    15 RSA that was acquired on May 30, 2006 and approximately
    three months of operations for Highland Cellular LLC, which was
    acquired on October 5, 2006.  Customers
   32




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line-up
    Operating
    Revenue
    Service
    Revenue
      Roaming
    Revenue
  minutes-of-use) T-Mobile minutes-of-use
 33




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minutes-of-use
  minute-of-use minute-of-use
  Equipment
    and Other Revenue
      Year Ended December 31,2006


2005


2004Amount


Percentage


Amount


Percentage


Amount


Percentage($ in thousands)Equipment revenue

$
22,440



95.0
%

$
19,043



89.4
%

$
16,695



91.8
%Other revenue


1,194



5.0
%


2,252



10.6
%


1,488



8.2
%Total equipment and other revenue

$
23,634



100.0
%

$
21,295



100.0
%

$
18,183



100.0
%       Operating
    Expenses
   34




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##### Table of Contents



Cost of
    Service
  minute-of-use off-network
    Year Ended December 31,2006


2005


2004Amount


Percentage


Amount


Percentage


Amount


Percentage($ in thousands)Network and other operating costs

$
103,671



75.7
%

$
84,839



72.1
%

$
63,019



63.5
%Roaming costs


33,292



24.3
%


32,908



27.9
%


36,211



36.5
%Total cost of service

$
136,963



100.0
%

$
117,747



100.0
%

$
99,230



100.0
%     minute-of-use minute-of-use
  Cost of
    Equipment
     35




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##### Table of Contents



Marketing
    and Selling Costs
      General
    and Administrative Costs
      Depreciation
    and Amortization
    Gain on
    Disposition of Operating Assets
    Non-Operating
    Results
  Interest
    Expense
   36




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LIQUIDITY
    AND CAPITAL RESOURCES
      Working
    Capital and Net Cash Flow
  December 31,


December 31,


Percentage2006


2005


Change($ in thousands)Cash and cash equivalents

$
36,453


$
76,611



(52.4
)%Other current assets


61,103



57,202



6.8
%Total current assets


97,556



133,813



(27.1
)%Current liabilities


111,227



78,330



42.0
%Working capital

$
(13,671
)

$
55,483



(124.6
)%Ratio of current assets to current
    liabilities


0.9:1



1.7:1      37




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##### Table of Contents



Capital
    Resources
  Credit
    Facility
    
    a 5-year
    $50.0 million senior secured revolving credit facility;
    a 7-year
    $100.0 million senior secured multiple draw term loan
    facility; and
    a 7-year
    $100.0 million senior secured delayed draw term loan
    facility.                
    make capital expenditures;
    sell or dispose of assets; 38




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
    incur additional debt;
    create liens;
    merge with or acquire other companies;
    pay dividends;
    engage in transactions with affiliates;
    make loans, investments, advances or stock repurchases;
    prepay certain debt;
    amend certain material agreements; and
    undergo a change of control.  10.0% Senior
    Notes
      
    incur indebtedness;
    incur or assume liens;
    pay dividends or make other 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 and leaseback transactions; and
    merge or consolidate with or transfer substantial assets to
    another entity.  9.5% Senior
    Notes
   39




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##### Table of Contents



Proposed
    Refinancing
        Capital
    Expenditures and Commitments
  E-911.
    Contractual
    Obligations
    2007


2008-2009


2010-2011


2012 and after($ in thousands)Credit facility and debt securities

$
1,250


$
20,600


$
1,020,938


$
Operating leases


28,426



54,614



40,186



70,770Purchase obligations


296



349







Total contractual cash obligations

$
29,972


$
75,563


$
1,061,124


$
70,770     
    $90.0 million annually through maturity in 2011 on our
    10.0% senior notes; and
    $1.7 million annually through maturity in 2009 on our
    9.5% senior subordinated notes.     40




---



##### Table of Contents



Off-Balance
    Sheet Arrangements
    Related
    Party Transactions
          FORWARD-LOOKING
    STATEMENTS
   41




---



##### Table of Contents



Item 7A. Quantitative
    and Qualitative Disclosures about Market Risk     42




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
  PageAmerican Cellular Corporation
    and SubsidiariesReport of
    Independent Registered Public Accounting Firm


44Consolidated
    Balance Sheets as of December 31, 2006 and 2005


45Consolidated
    Statements of Operations for the Years Ended December 31,
    2006, 2005 and 2004


46Consolidated
    Statements of Stockholders Equity for the Years Ended
    December 31, 2006, 2005 and 2004


47Consolidated
    Statements of Cash Flows for the Years Ended December 31,
    2006, 2005 and 2004


48Notes to
    Consolidated Financial Statements


49  43




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                 44




---



##### Table of Contents



AMERICAN
    CELLULAR CORPORATION AND SUBSIDIARIES
 CONSOLIDATED
    BALANCE SHEETS  DECEMBER 31,
    2006 AND 2005
  2006


2005ASSETSCURRENT ASSETS:Cash and cash equivalents
    (Note 2)

$
36,453,213


$
76,610,593Accounts receivable, net of
    allowance for doubtful accounts of $2,546,723 in 2006 and
    $1,252,436 in 2005


47,102,552



47,268,967Inventory


5,162,101



5,066,257Deferred tax assets (Note 7)


4,886,000



3,324,000Prepaid expenses and other


3,952,388



1,543,322Total current assets


97,556,254



133,813,139PROPERTY, PLANT AND EQUIPMENT, net
    (Note 2)


190,690,780



158,285,766OTHER ASSETS:Accounts receivable-affiliates






2,777,611Wireless license acquisition costs


799,835,469



681,424,159Goodwill


622,100,636



574,813,057Deferred financing costs, net of
    accumulated amortization of $7,964,601 in 2006 and $5,508,488 in
    2005


13,220,829



13,427,299Customer list, net of accumulated
    amortization of $64,567,330 in 2006 and $38,922,708 in 2005


30,681,020



41,278,292Other non-current assets


618,611



664,602Total other assets


1,466,456,565



1,314,385,020Total assets

$
1,754,703,599


$
1,606,483,925LIABILITIES AND
    STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable

$
30,135,219


$
18,076,266Accounts payable-affiliates


12,135,227



Accrued expenses


11,727,613



9,710,379Accrued interest payable


39,783,977



37,863,006Deferred revenue and customer
    deposits


16,195,347



12,680,381Current portion of credit facility
    and debt securities (Note 4)


1,250,000



Total current liabilities


111,227,383



78,330,032OTHER LIABILITIES:Credit facility and debt
    securities, net (Note 4)


1,039,250,692



914,793,408Deferred tax liabilities
    (Note 7)


155,958,421



157,685,899Deferred gain on disposition of
    operating assets and other long-term liabilities


25,962,430



30,743,034COMMITMENTS (Note 5)STOCKHOLDERS EQUITY:Class A common stock,
    $.01 par value, 350 shares authorized and issued at
    December 31, 2006 and 50 shares authorized and issued
    at December 31, 2005


4



1Class B common stock,
    $.01 par value, no shares authorized and issued at
    December 31, 2006 and 300 shares authorized and issued
    at December 31, 2005






3Paid-in capital


474,547,248



474,547,248Accumulated deficit


(52,242,579
)


(49,615,700
)Total stockholders equity


422,304,673



424,931,552Total liabilities and
    stockholders equity

$
1,754,703,599


$
1,606,483,925    45




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##### Table of Contents



AMERICAN
    CELLULAR CORPORATION AND SUBSIDIARIES
 CONSOLIDATED
    STATEMENTS OF OPERATIONS  FOR THE
    YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004
  2006


2005


2004OPERATING REVENUE:Service revenue

$
369,514,503


$
360,059,583


$
327,322,267Roaming revenue


125,339,535



108,207,898



87,869,608Equipment and other revenue


23,634,393



21,294,682



18,183,231Total operating revenue


518,488,431



489,562,163



433,375,106OPERATING EXPENSES:Cost of service (exclusive of
    depreciation and amortization shown separately below)


136,962,653



117,746,785



99,230,426Cost of equipment


52,233,522



51,107,208



45,101,594Marketing and selling


67,325,581



59,270,434



56,765,364General and administrative


86,014,410



89,792,033



89,037,568Depreciation and amortization


81,860,015



85,282,729



83,309,989Gain on disposition of operating
    assets


(2,916,908
)


(2,269,081
)


Total operating expenses


421,479,273



400,930,108



373,444,941OPERATING INCOME


97,009,158



88,632,055



59,930,165OTHER EXPENSE:Interest expense


(98,523,599
)


(95,126,247
)


(94,796,358
)Other expense, net


(2,510,731
)


(1,724,800
)


(2,440,193
)LOSS BEFORE INCOME TAXES


(4,025,172
)


(8,218,992
)


(37,306,386
)Income tax benefit


2,080,293



3,552,897



11,605,427NET LOSS

$
(1,944,879
)

$
(4,666,095
)

$
(25,700,959
)    46




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##### Table of Contents



AMERICAN
    CELLULAR CORPORATION AND SUBSIDIARIES
 CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY  FOR THE
    YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004
  Stockholders EquityClass A


Class B








TotalCommon Stock


Common Stock


Paid in


Accumulated


StockholdersShares


Amount


Shares


Amount


Capital


Deficit


EquityDECEMBER 31, 2003


50


$
1



300


$
3


$
474,547,248


$
(19,248,646
)

$
455,298,606Net loss






















(25,700,959
)


(25,700,959
)DECEMBER 31, 2004


50



1



300



3



474,547,248



(44,949,605
)


429,597,647Net loss






















(4,666,095
)


(4,666,095
)DECEMBER 31, 2005


50



1



300



3



474,547,248



(49,615,700
)


424,931,552Cumulative effect of adjustments
    resulting from the adoption of SAB No. 108, net of
    income tax (Note 10)






















(682,000
)


(682,000
)ADJUSTED DECEMBER 31, 2005


50



1



300



3



474,547,248



(50,297,700
)


424,249,552Net loss






















(1,944,879
)


(1,944,879
)Internal recapitalization


300



3



(300
)


(3
)










DECEMBER 31, 2006


350


$
4






$



$
474,547,248


$
(52,242,579
)

$
422,304,673    47




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##### Table of Contents



AMERICAN
    CELLULAR CORPORATION AND SUBSIDIARIES
 CONSOLIDATED
    STATEMENTS OF CASH FLOWS  FOR THE
    YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004
  2006


2005


2004CASH FLOWS FROM OPERATING
    ACTIVITIES:Net loss

$
(1,944,879
)

$
(4,666,095
)

$
(25,700,959
)Adjustments to reconcile net loss
    to net cash provided by operating activities, net of effects of
    acquisitions Depreciation and amortization


81,860,015



85,282,729



83,309,989Amortization of bond premium and
    deferred financing costs


3,475,897



3,382,542



3,281,340Deferred income taxes


(2,871,478
)


(4,362,311
)


(12,029,704
)Gain on disposition of operating
    assets


(2,916,908
)


(2,269,081
)


Other operating activities


492,289



(5,157
)


(112,054
)Changes in current assets and
    liabilities Accounts receivable


166,415



(6,856,459
)


(4,997,505
)Inventory


(95,844
)


86,993



(1,401,803
)Interest receivable


389



(389
)


(3,340
)Prepaid expenses and other


(1,809,066
)


1,315,116



(265,121
)Accounts payable


12,058,953



7,778,641



(7,635,908
)Accrued expenses


(223,422
)


(3,434,497
)


945,609Deferred revenue and customer
    deposits


3,514,966



(345,903
)


499,360Net cash provided by operating
    activities


91,707,327



75,906,129



35,889,904CASH FLOWS FROM INVESTING
    ACTIVITIES:Capital expenditures


(59,843,451
)


(47,552,305
)


(39,369,105
)Purchase of wireless licenses and
    properties


(206,421,363
)


(17,164,155
)


Proceeds from sale of assets


8,825



33,918,014



233,402Change in
    receivable/payable-affiliates


11,905,847



(8,989,685
)


13,254,262Receipt of funds held in escrow for
    contingencies on sold assets










4,168,615Other investing activities


47,578



(969,097
)


(93,490
)Net cash used in investing
    activities


(254,302,564
)


(40,757,228
)


(21,806,316
)CASH FLOWS FROM FINANCING
    ACTIVITIES:Proceeds from credit facility


125,000,000







Repayments of credit facility


(312,500
)






Deferred financing costs


(2,249,643
)


(5,287
)


(99,876
)Other financing activities






(22,000
)


Net cash provided by (used in)
    financing activities


122,437,857



(27,287
)


(99,876
)NET (DECREASE) INCREASE IN CASH AND
    CASH EQUIVALENTS


(40,157,380
)


35,121,614



13,983,712CASH AND CASH EQUIVALENTS,
    beginning of period


76,610,593



41,488,979



27,505,267CASH AND CASH EQUIVALENTS, end of
    period

$
36,453,213


$
76,610,593


$
41,488,979SUPPLEMENTAL DISCLOSURES OF CASH
    FLOW INFORMATION:Cash paid for Interest

$
93,109,318


$
91,741,855


$
89,969,500Income taxes

$
710,226


$
51,998


$
216,746SUPPLEMENTAL DISCLOSURES OF
    NON-CASH INVESTING AND FINANCING ACTIVITIES:Transfer of assets (from) to
    affiliates

$
(3,006,991
)

$
(29,318
)

$
12,140    48




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##### Table of Contents



AMERICAN
    CELLULAR CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  1.
    ORGANIZATION:      Capital
    Resources and Growth
      2.
    SIGNIFICANT
    ACCOUNTING POLICIES:  Principles
    of Consolidation
    Business
    Segment
    Cash
    and Cash Equivalents
    Allowance
    for Doubtful Accounts
    Inventory
   49




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##### Table of Contents



AMERICAN
    CELLULAR CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Property,
    Plant and Equipment
      UsefulLife


2006


2005($ in thousands)Wireless systems and equipment


3-10


$
370,249


$
293,113Buildings and improvements


5-40



17,657



13,057Vehicles and other work equipment


5-10



262



128Furniture and office equipment


5-10



9,063



7,250Plant under construction






5,645



564Land






1,046



1,046Property, plant and equipment






403,922



315,158Accumulated depreciation






(213,231
)


(156,872
)Property, plant and equipment, net





$
190,691


$
158,286   Impairment
    of Long-Lived Assets
         50




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##### Table of Contents



AMERICAN
    CELLULAR CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Disposal
    of Long-Lived Assets
    Restricted
    Investments
    Wireless
    License Acquisition Costs
    Goodwill
    Deferred
    Financing Costs
    Customer
    List
    Lease
    Expense Recognition
     51




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##### Table of Contents



AMERICAN
    CELLULAR CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Revenue
    Recognition
    Advertising
    Costs
    Income
    Taxes
    Use of
    Estimates
    Significant
    Concentrations
  agreed-upon minutes-of-use
  Recently
    Issued Accounting Pronouncements
  Adopted
    in 2006
   52




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##### Table of Contents



AMERICAN
    CELLULAR CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Adopted
    in 2007
    3.
    BUSINESS
    COMBINATIONS AND ACQUISITIONS:       53




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##### Table of Contents



AMERICAN
    CELLULAR CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     $ (in thousands)Calculation and preliminary
    allocation of purchase price:Total purchase price

$
95,000Plus fair value of liabilities
    assumed:Current liabilities


13,383Total purchase price plus
    liabilities assumed

$
108,383Fair value of assets acquired:Current assets

$
4,319Property, plant and equipment


24,655Wireless licenses


26,801Goodwill


37,561Customer list


15,047Total fair value of assets acquired

$
108,383         54




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##### Table of Contents



AMERICAN
    CELLULAR CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  For the Years Ended December 31,2006


2005($ in thousands)Operating revenue

$
550,913


$
533,236Loss from continuing operations


(2,185
)


(9,861
)Net loss


(2,185
)


(9,861
)   4.
    CREDIT
    FACILITY AND DEBT SECURITIES:    December 31,2006


2005($ in thousands)Credit facility

$
124,688


$
10.0% senior notes


900,000



900,0009.5% senior subordinated notes


15,813



13,774Total credit facility and debt
    securities


1,040,501



913,774Less: current portion of credit
    facility and debt securities


1,250



Credit facility and debt
    securities, net

$
1,039,251


$
913,774   Minimum
    Future Payments
    ($ in thousands)2007

$
1,2502008


1,2502009


19,3502010


1,2502011


1,019,688$
1,042,788   Credit
    Facility
    
    a 5-year
    $50.0 million senior secured revolving credit facility;
    a 7-year
    $100.0 million senior secured multiple draw term loan
    facility; and
    a 7-year
    $100.0 million senior secured delayed draw term loan
    facility.   55




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##### Table of Contents



AMERICAN
    CELLULAR CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
               
    make capital expenditures;
    sell or dispose of assets;
    incur additional debt;
    create liens;
    merge with or acquire other companies;
    pay dividends;
    engage in transactions with affiliates;
    make loans, investments, advances or stock repurchases;
    prepay certain debt;
    amend certain material agreements; and
    undergo a change of control.  10.0% Senior
    Notes
   56




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##### Table of Contents



AMERICAN
    CELLULAR CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     
    incur indebtedness;
    incur or assume liens;
    pay dividends or make other restricted payments;
    impose dividend or other payment restrictions affecting its
    restricted subsidiaries;
    issue and sell capital stock of its 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 and leaseback transactions; and
    merge or consolidate with or transfer substantial assets to
    another entity.  9.5% Senior
    Subordinated Notes
      5.
    LEASES,
    COMMITMENTS AND CONTINGENCIES:  Leases
    $ (in thousands)2007

$
28,4262008


27,8802009


26,7342010


23,6362011


16,5502012 and thereafter


70,770    57




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##### Table of Contents



AMERICAN
    CELLULAR CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Tower
    Sale and Leaseback
    Commitments
    Contingencies
      6. EMPLOYEE
    BENEFIT PLANS:
  401(k)
    Plan
    Stock
    Option and Stock Purchase Plans
     58




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##### Table of Contents



AMERICAN
    CELLULAR CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    7. INCOME
    TAXES:
    2006


2005


2004($ in thousands)Federal income taxes (current and
    deferred)

$
1,303


$
2,907


$
10,555State income taxes (current and
    deferred)


777



646



1,050Total income tax benefit

$
2,080


$
3,553


$
11,605     2006


2005


2004($ in thousands)Income taxes at statutory rate

$
1,409


$
2,877


$
13,057State income taxes, net of federal
    income tax effect


(3,090
)


646



878Valuation allowance


3,868







(3,868
)Other, net


(107
)


30



1,538Total income tax benefit

$
2,080


$
3,553


$
11,605     2006


2005($ in thousands)Current deferred income taxes:Allowance for doubtful accounts
    receivable

$
981


$
495Accrued liabilities


3,905



2,829Net current deferred income tax
    asset


4,886



3,324Noncurrent deferred income taxes:Property, plant and equipment


(21,709
)


(25,112
)Intangible assets, primarily
    indefinite life assets


(224,566
)


(222,104
)Compensation


1,124



Deferred lease rent expense


634



Deferred gain on disposition of
    operating assets


9,399



10,384Tax credits and carryforwards


79,160



83,014Valuation allowance






(3,868
)Net noncurrent deferred income tax
    liability


(155,958
)


(157,686
)Total net deferred income tax
    liability

$
(151,072
)

$
(154,362
)    59




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##### Table of Contents



AMERICAN
    CELLULAR CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     8.
    RELATED
    PARTY TRANSACTIONS:            9.
    FAIR
    VALUE OF FINANCIAL INSTRUMENTS:   60




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##### Table of Contents



AMERICAN
    CELLULAR CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     2006


2005Carrying





CarryingAmount


Fair Value


Amount


Fair Value($ in thousands)Restricted investments

$
22


$
22


$
22


$
22Credit facility


124,688



127,181







10.0% senior notes


900,000



954,000



900,000



973,1709.5% senior notes


15,813



16,762



14,794



15,996   10.
    STAFF
    ACCOUNTING BULLETIN NO. 108:    11.
    SUBSEQUENT
    EVENT:       61




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##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Conclusion
    Regarding the Effectiveness of Disclosure Controls and
    Procedures
  Rules 13a-15(e) 15d-15(e)
    Item 9B.
    Other
    Information   62




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##### Table of Contents



PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance    Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management    Item 13.
    Certain
    Relationships and Related Transactions and Director
    Independence    Item 14.
    Principal
    Accountants Fees and Services    Year EndedDecember 31,2006


2005($ In thousands)Audit fees

$
394


$
360Audit-related fees






Tax fees






All other fees






Total fees(a)

$
394


$
360     (a)
    
    All fees have been approved by the audit committee of DCC.  Auditor Fees
    Pre-Approval Policy
  and/or
    1.
    Bookkeeping or other services related to the accounting records
    or financial statements of DCC and its subsidiaries, including
    us;    contribution-in-kind
   63




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##### Table of Contents



64




---



##### Table of Contents



PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules    American Cellular Corporation
    and SubsidiariesReport of Independent Registered
    Public Accounting Firm


44Consolidated Balance Sheets as of
    December 31, 2006 and 2005


45Consolidated Statements of
    Operations for the years ended December 31, 2006, 2005, and
    2004


46Consolidated Statements of
    Stockholders Equity for the years ended December 31,
    2006, 2005, and 2004


47Consolidated Statements of Cash
    Flows for the years ended December 31, 2006, 2005, and 2004


48Notes to Consolidated Financial
    Statements


49    65




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##### Table of Contents



Exhibit



Method ofNumbers

Description

Filing2
.1

Agreement and Plan of Merger dated
    May 10, 2006 among American Cellular Corporation, Highland
    Cellular Holdings, Inc., Highland Cellular, LLC, Highland
    Acquisition Sub, LLC, Faramarz Attar and Tom Attar.


(11)[2
.1
]2
.2

Agreement and Plan of Merger of
    ACC Escrow Corp. and American Cellular Corporation.


(8)[2
.5
]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

By-Laws 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
.2.1

Supplemental Indenture dated
    August 7, 2006 to Indenture dated August 8, 2003.


(12)[4
.1
]4
.2.2

Supplemental Indenture dated
    October 18, 2006 to Indenture dated August 7, 2006.


(13)[4
.3
]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*

InterCarrier Multi-standard
    Roaming Agreement by and among Cingular Wireless LLC and Dobson
    Cellular Systems, Inc. and American Cellular Corporation dated
    as of August 12, 2005.


(10)[10
.1
]10
.2*

Addendum to GSM Operating
    Agreement by and between New Cingular Wireless Services, Inc.
    (f/k/a AT&T Wireless Services, Inc.), Dobson Cellular
    Systems, Inc., an Oklahoma corporation and American Cellular
    Corporation, a Delaware corporation.


(10)[10
.2
]10
.3*

Purchase and License Agreement
    between Nortel Networks, Inc. and Dobson Communications
    Corporation dated November 16, 2001.


(3)[10
.6
]10
.3.1*

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
.3.2*

Amendment No. 2 to Purchase
    and License Agreement between Nortel Networks, Inc. and Dobson
    Communications Corporation dated June 9, 2004.


(9)[10
.1.2
]10
.3.3*

Amendment No. 3 to Purchase
    and License Agreement between Nortel Networks, Inc. and Dobson
    Communications Corporation dated August 29, 2006.


(14)[10
.3
]10
.4*

Master Services Agreement between
    American Cellular Corporation and Convergys Information
    Management Group Inc. dated December 1, 2002.


(5)[10
.14
]10
.5*

Roaming Agreement for GSM/GPRS
    from AT&T Wireless Services, Inc. and American Cellular
    Corporation dated July 11, 2003.


(6)[10
.15
]10
.6*

GSM/GPRS/EDGE Operating Agreement
    between AT&T Wireless Services, Inc. and American Cellular
    Corporation dated July 11, 2003.


(6)[10
.16
]10
.7

Agreement and Plan of Merger by
    and between ACC Escrow Corp. and American Cellular Corporation
    dated August 8, 2003.


(7)[10
.17
] 66




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##### Table of Contents



Exhibit



Method ofNumbers

Description

Filing10
.8

Management Agreement dated
    August 19, 2003 by and between Dobson Cellular Systems,
    Inc. and American Cellular Corporation.


(7)[10
.18
]10
.9

Tax Allocation Agreement dated
    August 19, 2003 by and between Dobson Communications
    Corporation and American Cellular Corporation.


(7)[10
.19
]10
.10

Credit Agreement dated
    August 7, 2006.


(12)[10
.1
]10
.11

Guarantee and Collateral Agreement
    dated August 7, 2006.


(12)[10
.2
]10
.12

Assumption Agreement dated
    October 18, 2006.


(13)[10
.2
]12


Statement of Computation of Ratios
    of Earnings to Fixed Charges.


(15)31
.1

Rule 13a-14(a)
    Certification by our principal executive officer.


(15)31
.2

Rule 13a-14(a)
    Certification by our principal financial officer.


(15)32
.1

Section 1350 Certification by
    our principal executive officer.


(15)32
.2

Section 1350 Certification by
    our principal financial officer.


(15)     *
    
    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 as an exhibit to the Registrants Registration
    Statement on
    Form S-4
    (Registration
    No. 333-110380)
    as the exhibit number indicated in brackets and incorporated by
    reference herein.(9)
    
    Filed as an exhibit to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2004, as the exhibit
    number indicated in brackets and incorporated by reference
    herein.(10)
    
    Filed as an exhibit to the Current Report on
    Form 8-K/A
    filed by Dobson Communications Corporation on August 23,
    2005 as the exhibit number indicated in brackets and
    incorporated by reference herein.(11)
    
    Filed as an exhibit to the Registrants Current Report on
    Form 8-K
    filed on May 12, 2006, as the exhibit number indicated in
    brackets and incorporated by reference herein.(12)
    
    Filed as an exhibit to Dobson Communications Corporations
    (Commission File Number
    000-29225)
    Current Report on
    Form 8-K
    filed on August 10, 2006, as the exhibit number indicated
    in brackets and incorporated by reference herein.(13)
    
    Filed as an exhibit to Dobson Communications Corporations
    (Commission File Number
    000-29225)
    Current Report on
    Form 8-K
    filed on October 24, 2006, as the exhibit number indicated
    in brackets and incorporated by reference herein.(14)
    
    Filed as an exhibit to Dobson Communications Corporations
    Current Report on
    Form 8-K/A
    filed on November 7, 2006, as the exhibit number indicated
    in brackets and incorporated by reference herein.(15)
    
    Filed herewith. 67




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##### Table of Contents



SIGNATURES
    American
    Cellular Corporation
  By
    /s/  Steven
    P. Dussek    Chief Executive Officer and Director
    (principal executive officer)
     Signatures

Title/s/  Steven
    P. DussekSteven
    P. Dussek

Chief Executive Officer and
    Director 
    (principal executive officer)/s/  Bruce
    R.
    KnooihuizenBruce
    R. Knooihuizen

Executive Vice President and Chief
    Financial Officer 
    (principal financial officer)/s/  Trent
    LeForceTrent
    LeForce

Controller and Assistant Secretary
    
    (principal accounting officer)/s/  Stephen
    T. DobsonStephen
    T. Dobson

Secretary and Director/s/  Everett
    R. DobsonEverett
    R. Dobson

Chairman of the Board of Directors/s/  Mark
    S. FeighnerMark
    S. Feighner

Director/s/  Fred
    J. HallFred
    J. Hall

Director/s/  Justin
    L. JaschkeJustin
    L. Jaschke

Director/s/  Albert
    H.
    Pharis, Jr.Albert
    H. Pharis, Jr.

Director/s/  Robert
    A.
    SchriesheimRobert
    A. Schriesheim

Director       68




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##### Table of Contents



INDEX TO
    EXHIBITS
  Exhibit



Method ofNumbers

Description

Filing2
.1

Agreement and Plan of Merger dated
    May 10, 2006 among American Cellular Corporation, Highland
    Cellular Holdings, Inc., Highland Cellular, LLC, Highland
    Acquisition Sub, LLC, Faramarz Attar and Tom Attar.


(11)[2
.1
]2
.2

Agreement and Plan of Merger of
    ACC Escrow Corp. and American Cellular Corporation.


(8)[2
.5
]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

By-Laws 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
.2.1

Supplemental Indenture dated
    August 7, 2006 to Indenture dated August 8, 2003.


(12)[4
.1
]4
.2.2

Supplemental Indenture dated
    October 18, 2006 to Indenture dated August 7, 2006.


(13)[4
.3
]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*

InterCarrier Multi-standard
    Roaming Agreement by and among Cingular Wireless LLC and Dobson
    Cellular Systems, Inc. and American Cellular Corporation dated
    as of August 12, 2005.


(10)[10
.1
]10
.2*

Addendum to GSM Operating
    Agreement by and between New Cingular Wireless Services, Inc.
    (f/k/a AT&T Wireless Services, Inc.), Dobson Cellular
    Systems, Inc., an Oklahoma corporation and American Cellular
    Corporation, a Delaware corporation.


(10)[10
.2
]10
.3*

Purchase and License Agreement
    between Nortel Networks, Inc. and Dobson Communications
    Corporation dated November 16, 2001.


(3)[10
.6
]10
.3.1*

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
.3.2*

Amendment No. 2 to Purchase
    and License Agreement between Nortel Networks, Inc. and Dobson
    Communications Corporation dated June 9, 2004.


(9)[10
.1.2
]10
.3.3*

Amendment No. 3 to Purchase
    and License Agreement between Nortel Networks, Inc. and Dobson
    Communications Corporation dated August 29, 2006.


(14)[10
.3
]10
.4*

Master Services Agreement between
    American Cellular Corporation and Convergys Information
    Management Group Inc. dated December 1, 2002.


(5)[10
.14
]10
.5*

Roaming Agreement for GSM/GPRS
    from AT&T Wireless Services, Inc. and American Cellular
    Corporation dated July 11, 2003.


(6)[10
.15
]10
.6*

GSM/GPRS/EDGE Operating Agreement
    between AT&T Wireless Services, Inc. and American Cellular
    Corporation dated July 11, 2003.


(6)[10
.16
]10
.7

Agreement and Plan of Merger by
    and between ACC Escrow Corp. and American Cellular Corporation
    dated August 8, 2003.


(7)[10
.17
]10
.8

Management Agreement dated
    August 19, 2003 by and between Dobson Cellular Systems,
    Inc. and American Cellular Corporation.


(7)[10
.18
]




---



##### Table of Contents



Exhibit



Method ofNumbers

Description

Filing10
.9

Tax Allocation Agreement dated
    August 19, 2003 by and between Dobson Communications
    Corporation and American Cellular Corporation.


(7)[10
.19
]10
.10

Credit Agreement dated
    August 7, 2006.


(12)[10
.1
]10
.11

Guarantee and Collateral Agreement
    dated August 7, 2006.


(12)[10
.2
]10
.12

Assumption Agreement dated
    October 18, 2006.


(13)[10
.2
]12


Statement of Computation of Ratios
    of Earnings to Fixed Charges.


(15)31
.1

Rule 13a-14(a)
    Certification by our principal executive officer.


(15)31
.2

Rule 13a-14(a)
    Certification by our principal financial officer.


(15)32
.1

Section 1350 Certification by
    our principal executive officer.


(15)     *
    
    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 as an exhibit to the Registrants Registration
    Statement on
    Form S-4
    (Registration
    No. 333-110380)
    as the exhibit number indicated in brackets and incorporated by
    reference herein.(9)
    
    Filed as an exhibit to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2004, as the exhibit
    number indicated in brackets and incorporated by reference
    herein.(10)
    
    Filed as an exhibit to the Current Report on
    Form 8-K/A
    filed by Dobson Communications Corporation on August 23,
    2005 as the exhibit number indicated in brackets and
    incorporated by reference herein.(11)
    
    Filed as an exhibit to the Registrants Current Report on
    Form 8-K
    filed on May 12, 2006, as the exhibit number indicated in
    brackets and incorporated by reference herein.(12)
    
    Filed as an exhibit to Dobson Communications Corporations
    (Commission File Number
    000-29225)
    Current Report on
    Form 8-K
    filed on August 10, 2006, as the exhibit number indicated
    in brackets and incorporated by reference herein.(13)
    
    Filed as an exhibit to Dobson Communications Corporations
    (Commission File Number
    000-29225)
    Current Report on
    Form 8-K
    filed on October 24, 2006, as the exhibit number indicated
    in brackets and incorporated by reference herein.(14)
    
    Filed as an exhibit to Dobson Communications Corporations
    Current Report on
    Form 8-K/A
    filed on November 7, 2006, as the exhibit number indicated
    in brackets and incorporated by reference herein.(15)
    
    Filed herewith.