10-Q 1 a2050727z10-q.txt 10-Q -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM 10-Q ~~/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001 OR ~~/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

FOR THE TRANSITION PERIOD FROM ______________ TO ______________ COMMISSION FILE NO. 333-59322 ------------------------ ACC ACQUISITION LLC (Exact name of registrant as specified in its charter) DELAWARE 22-3043811 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 14201 WIRELESS WAY 73134 OKLAHOMA CITY, OKLAHOMA (Zip Code) (Address of principal executive offices) (405) 529-8500 (Registrant's telephone number, including area code)

------------------------ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes / / No /X/ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- ACC ACQUISITION LLC AND SUBSIDIARIES INDEX TO FORM 10-Q

2 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS ACC ACQUISITION LLC AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

The accompanying notes are an integral part of these condensed consolidated financial statements. 3 ACC ACQUISITION LLC AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

The accompanying notes are an integral part of these condensed consolidated financial statements. 4 ACC ACQUISITION LLC AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS AND MEMBERS' EQUITY FOR THE THREE MONTHS ENDED MARCH 31, 2001

The accompanying notes are an integral part of these condensed consolidated financial statements. 5 ACC ACQUISITION LLC AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

The accompanying notes are an integral part of these condensed consolidated financial statements. 6 ACC ACQUISITION LLC AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) The condensed consolidated balance sheets of ACC Acquisition LLC ("the Company") as of March 31, 2001 and December 31, 2000, the condensed consolidated statements of operations for the three months ended March 31, 2001 and for the period from formation (February 15, 2000) through March 31, 2000, the condensed consolidated statement of comprehensive loss and members' equity for the three months ended March 31, 2001 and the condensed consolidated statements of cash flows for the three months ended March 31, 2001 and for the period from formation (February 15, 2000) through March 31, 2000 are unaudited. In the opinion of management, such financial statements include all adjustments, consisting only of normal recurring adjustments necessary for a fair presentation of financial position, results of operations, and cash flows for the periods presented. The condensed consolidated balance sheet data at December 31, 2000 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, 2000 consolidated financial statements included in Form S-4 for American Cellular Corporation, which registered $450.0 million Senior Subordinated Notes due 2009. 1. ORGANIZATION The Company is a limited liability company equally owned by AT&T Wireless and Dobson Communications, it was originally formed on February 15, 2000, to acquire the operations of American Cellular Corporation ("American") and its subsidiaries. On February 25, 2000, the Company acquired American for $2.44 billion. 2. ACQUISITION On February 25, 2000, the Company acquired American for $2.44 billion, of which $765.0 million was paid in cash to American, and the remaining $1.675 billion was financed by the Company's new credit facility. This acquisition was accounted for as a purchase. Accordingly, the cost of the acquisition was allocated to the acquired assets and liabilities. The allocation of the $2.44 billion of purchase price on February 25, 2000, was as follows: Current assets.............................................. $ 63,606,606 Property, plant and equipment............................... 174,511,971 Wireless license costs...................................... 1,200,089,119 Customer list............................................... 50,000,000 Goodwill.................................................... 1,228,454,988 Other assets................................................ 33,898,836 Current liabilities......................................... (48,778,143) Deferred tax liabilities.................................... (261,783,377) -------------- $2,440,000,000 ==============

7 3. LONG-TERM DEBT The Company's long-term debt consists of the following:

REVOLVING CREDIT FACILITIES On February 25, 2000, the Company obtained a $1.75 billion credit facility, to retire existing debt and complete the acquisition of American. The Company's credit facility included a $300.0 million revolving credit facility and $1.45 billion of term loan facilities. Interest on the revolving credit facility and the term loan facilities is variable and is based on a prime rate or a LIBOR formula, and has ranged in total between 7.4% and 10.1% since inception (total weighted average interest of 8.5% for the three months ended March 31, 2001.) On March 2, 2001, the Company and its lenders agreed to an amendment to the credit facility. This amendment became effective on March 14, 2001, when the Company permanently repaid $200.0 million of the term notes under the credit facility. Upon repayment of indebtedness under the credit facility with proceeds from the $450.0 million Senior Subordinated Notes due 2009 (described below), the Company's credit facility was reduced to $1.55 billion. As of March 31, 2001, the Company had outstanding borrowings under its credit facility of $1.34 billion, and approximately $206.5 million of credit availability. SENIOR SUBORDINATED NOTES On March 9, 2001, American completed the sale of $450.0 million Senior Subordinated Notes. These notes were sold at a discount of $3.3 million and carry an interest rate of 9.5%. The discount will be amortized over the life of the notes, which is eight and a half years. The proceeds were used to repay outstanding indebtedness under the Company's credit facility and to deposit funds into an interest reserve account to fund the first four scheduled interest payments on the notes. INTEREST RATE HEDGES The Company pays interest on its bank credit facility based on a variable factor, such as LIBOR or prime rate. The Company will from time-to-time enter into derivative contracts to reduce exposure against rising interest rates. The Company has entered into a $1.03 billion derivative contract on its credit facility, in order to hedge its interest rate exposure, whereby the interest rate is effectively fixed at a rate of 7.3% plus a factor based on the Company's leverage (total weighted average interest of 9.9% for the three months ended March 31, 2001). The agreement expires in June 2001. The Company has also entered into an interest rate hedge contract, which expires June 30, 2002 which sets the interest rate on $1.03 billion of debt at a rate between 6.7% and 8.0%, plus a factor based on the Company's leverage, depending upon the LIBOR rate on July 1, 2001. On January 1, 2001, in accordance with SFAS 133, the Company began recording a liability and a net loss to comprehensive income relating to its interest rate hedges. See further discussion in Note 5. 8 4. RESTRICTED CASH AND INVESTMENTS: Restricted cash and investments consist of interest pledge deposits for the Senior Subordinated Notes described in Note 3. The interest pledge deposit includes the initial deposit of $85.2 million, net of interest earned and payments issued to bondholders. 5. MEMBERS' EQUITY On January 18, 2001, the Company received a $32.8 million capital contribution of which 50% was from AT&T Wireless and 50% was from Dobson. This contribution consisted of cash, PCS licenses relating to areas in northeast Oklahoma and southeast Kansas, and certain other assets. On January 1, 2001, in accordance with SFAS 133, the Company recorded a liability and a net loss to comprehensive income totaling $15.9 million relating to its outstanding interest rate hedges, thus decreasing the Company's total equity. As of March 31, 2001, this liability was $28.1 million, of which $13.7 million relates to hedge contracts maturing within the next twelve months. 6. SUBSEQUENT EVENTS On May 30, 2001, American agreed to issue and sell $250.0 million of 9.5% Senior Subordinated Notes due 2009. The net proceeds will be used to repay outstanding indebtedness under the Company's credit facility and to deposit funds into an interest reserve account to fund the first four scheduled interest payments on the notes. 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW ACC Acquisition LLC, a limited liability company equally owned by AT&T Wireless and Dobson Communications, was originally formed on February 15, 2000 to acquire the operations of American. On February 25, 2000 we acquired American for $2.44 billion. We provide rural and suburban wireless telephone services in portions of twelve states. At March 31, 2001, our wireless systems covered a total population of approximately 5.1 million and we had approximately 582,600 subscribers. REVENUE Our operating revenue consists of service revenue, roaming revenue, equipment and other revenue. We primarily derive service revenue by providing wireless services to our subscribers. The industry has experienced a trend of declining average revenue per minute, as competition among wireless service providers has led to reductions in rates for airtime. We believe that the impact of this trend will be mitigated by increases in the number of wireless subscribers and the number of minutes of usage per subscriber. We derive roaming revenue by providing service to subscribers of other wireless providers when those subscribers "roam" into our markets and use our systems to carry their calls. Roaming accounted for 31.7% and 38.2% of our operating revenue for the three months ended March 31, 2001 and 2000, respectively. Roaming revenues typically yield higher average per minute rates and higher margins than revenues from our subscribers. We achieve these higher margins because we incur immaterial incremental costs related to network operations, customer service or collections to earn roaming revenues. Our roaming yield (roaming service revenues, which include airtime, toll charges and surcharges, divided by roaming minutes of use) was $0.43 and $0.69 per minute for the three-months ended March 31, 2001 and 2000 (see below), respectively. Despite the decline in our roaming yield, we have seen overall roaming revenues remain fairly constant due to growth in roaming minutes of use. We include any toll, or long-distance, revenues related to our wireless and roaming services in service revenue and roaming revenue. Equipment revenue is revenue from selling wireless equipment to our subscribers. COSTS AND EXPENSES Our primary operating expense categories include cost of service, cost of equipment, marketing and selling costs, general and administrative costs and depreciation and amortization. Our cost of service consists primarily of costs to operate and maintain our facilities utilized in providing service to customers and amounts paid to third-party wireless providers for providing service to our subscribers when our subscribers roam into their markets. Our cost of equipment represents the cost associated with telephone equipment and accessories sold to customers. In recent years, we and other wireless providers, have increased the use of discounts on phone equipment and free phone promotions, as competition between service providers has intensified. As a result, we have incurred, and expect to continue to incur, losses on equipment sales, which have resulted in increased costs per gross additional subscriber. While we expect to continue these discounts and promotions, we believe that these promotions will result in increased revenue from increases in the number of wireless subscribers. Our marketing and selling costs include advertising, compensation paid to sales personnel and independent agents and all other costs to market and sell wireless products and services. We pay commissions to direct sales personnel and independent sales agents for new business generated. 10 Our general and administrative costs include all infrastructure costs, including costs for customer support, billing, collections, and corporate administration. Dobson Communications provides management and certain other services to us in accordance with a management agreement. We share corporate and shared call center costs incurred by Dobson Communications with Dobson Communications. These shared costs are allocated between Dobson Communications and us primarily based on the estimated populations in our respective licensed areas and subscribers. Our depreciation and amortization expense represents the costs associated with the depreciation of our fixed assets and the amortization of our intangible assets; primarily goodwill, wireless license acquisition costs and customer lists. RESULTS OF OPERATIONS The combined three months ended March 31, 2000 results of operations combine the results of operations for the period from January 1, 2000 through February 24, 2000 (the period prior to our acquisition of American) and the results of operations for the period from February 15, 2000 through March 31, 2000 (the period subsequent to our formation). For comparison purposes, any reference in this "Management's Discussion and Analysis of Financial Conditions and Results of Operations" to the period ended March 31, 2000 refers to the combined period ended March 31, 2000. The following table sets forth the components of our results of operations for the periods indicated:

In the text below, financial statement numbers have been rounded; however, the percentage changes are based on the actual combined financial statement numbers. 11 THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO THREE MONTHS ENDED MARCH 31, 2000 OPERATING REVENUE. For the three months ended March 31, 2001, total operating revenue increased $13.9 million, or 16.6%, to $97.4 million from $83.5 million for the comparable period in 2000. Total service, roaming and equipment and other revenue represented 63.6%, 31.7% and 4.7%, respectively, of total operating revenue during the three months ended March 31, 2001 and 57.4%, 38.2% and 4.4%, respectively, of total operating revenue during the three months ended March 31, 2000. Service revenue increased $13.9 million, or 29.1%, to $61.9 million in the three months ended March 31, 2001 from $48.0 million in the same period of 2000. The increase was primarily attributable to increased penetration and usage by our subscribers. Our subscriber base increased 26.2% to approximately 582,600 at March 31, 2001 from approximately 461,600 at March 31, 2000. Our average monthly service revenue per subscriber increased slightly to $37 for the three months ended March 31, 2001 compared to $36 for the same period in 2000. On March 31, 2001, 54.0% of our subscriber base was on digital rate plans compared to 23.7% at March 31, 2000. Our digital rate plans typically produce higher service revenue per subscriber and allow subscribers to use more minutes in a larger home area than analog rate plans. Roaming revenue decreased $1.0 million, or 3.1%, to $30.9 million in the three months ended March 31, 2001 from $31.9 million for the comparable period of 2000. Due to an industry-wide trend of reduced roaming rates, we have experienced declines in our roaming yield. Our roaming yield decreased 37.7%, to $0.43 for the three months ended March 31, 2001 compared to $0.69 for the comparable period in 2000. However, our overall decline in roaming revenue was partially offset by an increase in roaming minutes of use. Our minutes of use increased 54.3%, to 71.3 million for the three months ended March 31, 2001 compared to 46.2 million for the comparable period in 2000. Equipment and other revenue of $4.6 million in the three months ended March 31, 2001 represented an increase of $0.9 million, or 24.2%, from $3.7 million in the same period of 2000, as we sold more equipment during the three months ended March 31, 2001 as a result of growth in subscriber additions. COST OF SERVICE. For the three months ended March 31, 2001, our total cost of service increased $9.3 million, or 61.3% to $24.5 million from $15.2 million for the comparable period in 2000. This increase was primarily the result of an increased number of subscribers and the migration of our subscribers from analog rate plans to our digital rate plans. Our digital subscribers use more minutes than our analog subscribers. This increased usage also increases the minutes used by our subscribers outside our markets, which increases the expenses we are charged by third-party providers. COST OF EQUIPMENT. For the three months ended March 31, 2001, cost of equipment increased $6.3 million, or 121.4% to $11.5 million during 2001 from $5.2 million in the same period of 2000, primarily from increases in the volume of equipment sold due to the growth in subscriber additions and migrations. MARKETING AND SELLING COSTS. Marketing and selling costs increased $6.8 million, or 87.2%, to $14.7 million for the three month period ended March 31, 2001 from $7.9 million in the comparable period of 2000. This was a result of an increase in gross subscriber additions. Subsequent to our acquisition of American, we increased spending for advertising in an effort to increase gross subscriber additions. We added 57,000 gross subscribers in first quarter 2001, compared to 44,700 in first quarter 2000. The increase in gross subscriber additions also resulted in higher sales force compensation expenses for the three month period ended March 31, 2001. GENERAL AND ADMINISTRATIVE COSTS. General and administrative costs increased $2.5 million, or 20.7%, to $14.7 million for the three month period ended March 31, 2001 from $12.2 million for the same period in 2000. This increase is a result of increased infrastructure costs such as customer service, 12 billing, collections and administrative costs as a result of our overall growth. Our average monthly general and administrative costs per subscriber remained constant at $9 for the three months ended March 31, 2001 and 2000. DEPRECIATION AND AMORTIZATION EXPENSE. For the three months ended March 31, 2001, depreciation and amortization expense increased $11.6 million, or 34.3% to $45.4 million from $33.8 million in the same period of 2000. The increase is the result of additional depreciation of fixed assets and amortization of intangible assets acquired as part of our acquisition of American in February 2000. INTEREST EXPENSE. For the three months ended March 31, 2001, interest expense increased $10.8 million, or 35.8%, to $41.2 million from $30.4 million in the same period of 2000. The increase was primarily a result of increased borrowings during 2000 to finance our acquisition. NET LOSS. For the three months ended March 31, 2001, our net loss was $38.7 million. Our net loss increased $20.9 million, or 117.5%, from $17.8 million for the three months ended March 31, 2000. The increase in our net loss is primarily attributable to our increase in depreciation and amortization and interest expense. COMPREHENSIVE LOSS. We implemented SFAS 133 in January 2001. As a result, we recorded a liability and a net loss to comprehensive income totaling $28.1 million as of March 31, 2001, thus, making our total comprehensive loss $66.8 million for the three months ended March 31, 2001. LIQUIDITY AND CAPITAL RESOURCES We have required, and will likely continue to require, substantial capital to further develop, expand and upgrade our wireless systems and those we may acquire. We have financed our operations through cash flows from operating activities, bank debt and the sale of debt securities. NET CASH FLOW At March 31, 2001, we had a working capital deficit of $3.9 million (a ratio of current assets to current liabilities of 1:1) and an unrestricted cash balance of $7.4 million, which compares to a working capital deficit of $25.9 million, (a ratio of current assets to current liabilities of 0.8:1) and an unrestricted cash balance of $15.1 million at December 31, 2000. Our net cash used in operating activities totaled $29.6 million for the three-month period ended March 31, 2001, while the net cash provided by operating activities totaled $21.5 million for the period from February 15, 2000 through March 31, 2000. Operating activities for the three months ended March 31, 2001 were primarily from our net loss and the change in current assets and liabilities, offset by depreciation and amortization. Net cash used in investing activities totaled $6.2 million and $2.4 billion for the three months ended March 31, 2001 and the period from February 15, 2000 through March 31, 2000. Investing activities for the three months ended March 31, 2001 were primarily attributable to capital expenditures of $22.7 million offset by an increase in payables-affiliates. Net cash provided by financing activities was $28.0 million and $2.4 billion for the three-month period ended March 31, 2001 and for the period from February 15, 2000 through March 31, 2000. Financing activity sources for the three months ended March 31, 2001 consisted primarily of net proceeds from the issuance of American's Senior Subordinated Notes and proceeds from long-term debt offset by repayments of long-term debt and the purchase of restricted investments to be used for the first four scheduled interest payments on the Senior Subordinated Notes. 13 CAPITAL RESOURCES On February 25, 2000, we obtained a $1.75 billion credit facility, to retire existing debt and complete our acquisition of American. Our credit facility included a $300.0 million revolving credit facility and $1.45 billion of term loan facilities. On March 2, 2001, our lenders and we agreed to an amendment to our credit facility. This amendment became effective on March 14, 2001, when we permanently repaid $200.0 million of the term notes under our credit facility. Upon repayment of our indebtedness under the credit facility with proceeds from American's $450.0 million Senior Subordinated Notes due 2009, our credit facility was reduced to $1.55 billion. As of March 31, 2001 we had outstanding borrowings under our credit facility of $1.34 billion, and approximately $206.5 million of credit availability. At March 31, 2001, we were in compliance with all required financial ratios and expect to be in compliance throughout 2001. On March 9, 2001, American completed the sale of $450.0 million Senior Subordinated Notes. These notes were sold at a discount of $3.3 million and carry an interest rate of 9.5%. The discount will be amortized over the life of the notes, which is eight and a half years. The proceeds were used to repay outstanding indebtedness under our credit facility and to deposit funds into an interest reserve account to fund the first four scheduled interest payments on the notes. On May 30, 2001, American agreed to issue and sell $250.0 million principal amount of 9.5% Senior Subordinated Notes due 2009. American will use the net proceeds to repay outstanding indebtedness under American's credit facility and to deposit funds into an interest reserve account to fund the first four scheduled interest payments on these notes. Upon repayment of our indebtedness under our credit facility with proceeds from these notes, the committed amounts under our credit facility will be reduced to $1.35 billion. We anticipate finalizing a second amendment to our credit facility in connection with the completion of this sale of Senior Subordinated Notes on June 4, 2001. Interest on the revolving credit facility and the term loan facilities is based on a base rate or a Eurodollar formula, and has ranged in total between 7.4% and 10.1% since inception. We are required to reduce the outstanding principal balances of our term loans by a maximum of $27.5 million in 2001. CAPITAL COMMITMENTS Our capital expenditures were $22.7 million for the three months ended March 31, 2001 and we expect our capital expenditures to be approximately $90.0 to $95.0 million for all of 2001. The amount and timing of capital expenditures may vary depending on the rate at which we expand and develop our wireless systems and whether we consummate additional acquisitions. Although we cannot provide any assurance, assuming successful implementation of our strategy, including the further development of our wireless systems and significant and sustained growth in our cash flows, we believe that borrowings under our bank credit facility, the net proceeds from our debt offering, and cash flows from operations should be sufficient to satisfy our currently expected capital expenditures, working capital and debt service obligations over the next year. The actual amount and timing of our future capital requirements may differ materially from our estimates as a result of, among other things, the demand for our services and regulatory, technological and competitive developments. We currently expect that we may have to refinance our indebtedness at their respective maturities commencing in 2007. Sources of additional financing may include commercial bank borrowings, vendor financing and the sale of equity or debt securities. We cannot assure you that any such financing will be available on acceptable terms or at all. 14 EFFECT OF PROPOSED ACCOUNTING STANDARDS The Financial Accounting Standards Board has announced its intention to issue its new accounting rules for business combinations in June 2001. Although the final standards could differ from those currently proposed, the rules, as currently proposed, would prohibit the application of the pooling-of-interests method of accounting for business combinations effective June 30, 2001 and would require companies to stop amortizing existing goodwill effective January 1, 2002. In addition, any goodwill acquired between July 1, 2001 and December 31, 2001 would not be amortized. Under the proposed rules, companies would only charge goodwill to earnings upon an impairment of the goodwill. For the period from February 25, 2000 through December 31, 2000 and the three months ended March 31, 2001, we recorded $53.2 million and $15.4 million of amortization expense related to goodwill. FORWARD-LOOKING STATEMENTS The description of our plans set forth herein, including planned capital expenditures and acquisitions, are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These plans involve a number of risks and uncertainties. Important factors that could cause actual capital expenditures, acquisition activity or our performance to differ materially from the plans include, without limitation, our ability to satisfy the financial covenants of our outstanding debt and preferred stock instruments and to raise additional capital; our ability to manage our rapid growth successfully and to compete effectively in our wireless business against competitors with greater financial, technical, marketing and other resources; changes in end-user requirements and preferences; the development of other technologies and products that may gain more commercial acceptance than 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 Our primary market risk relates to changes in interest rates. Market risk is the potential loss arising from adverse changes in market prices and rates, including interest rates. We do not enter into derivatives or other financial instruments for trading or speculative purposes. The objective of our financial risk management is to minimize the negative impact of interest rate fluctuations on our earnings and equity. The counterparty is a major financial institution. As of March 31, 2001 we had interest rate hedges under various derivative contracts totaling $1.03 billion on our $1.55 billion credit facility. The terms of these agreements expire from June 2001 to March 2002. Increases in interest expense related to the interest rate hedge for the three months ended March 31, 2001 were reflected in income and totaled $3.8 million. The fair market value of long-term fixed interest rate debt is subject to interest rate risk. Generally, the fair market value of fixed interest rate debt will increase as interest rates fall and decrease as interest rates rise. Based on our market risk sensitive instruments outstanding at March 31, 2001, we have determined that there was no material market risk exposure to our consolidated financial position, results of operations or cash flows as of such date. 15 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS Not applicable ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS Not applicable ITEM 3. DEFAULTS UPON SENIOR SECURITIES Not applicable ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not applicable ITEM 5. OTHER INFORMATION Not applicable ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits The following exhibits are filed as a part of this report:

------------------------ * Previously filed (1) Filed as an exhibit to the Registrant's Statement on Form S-4 (registration No. 333-59322), as the exhibit number indicated in brackets and incorporated by reference herein. (2) Filed herewith. (b) Reports on Form 8-K Not applicable 19 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. ACC ACQUISITION LLC (registrant) Date: June 1, 2001 /s/ EVERETT R. DOBSON ------------------------------------------------ Everett R. Dobson CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER Date: June 1, 2001 /s/ BRUCE R. KNOOIHUIZEN ------------------------------------------------ Bruce R. Knooihuizen VICE PRESIDENT AND CHIEF FINANCIAL OFFICER (PRINCIPAL FINANCIAL OFFICER)

ACC ACQUISITION LLC 10-Q