OKLAHOMA CITY, August 10, 2003 (PRIMEZONE) -- Dobson Communications Corporation (Nasdaq:DCEL) and American Cellular Corporation today jointly announced an extension of their previously announced exchange offers and solicitation of consents in connection with the proposed restructuring of American Cellular's indebtedness and equity ownership. On July 14, 2003, Dobson Communications and American Cellular initiated offers to exchange an aggregate of up to $50 million in cash, 45,054,800 shares of Dobson Communications Class A common stock and 700,000 shares of a new series of Dobson Communications convertible preferred stock having an aggregate liquidation preference of $125 million, convertible into a maximum of 14,285,714 shares of Dobson Communications Class A common stock, for $700 million outstanding principal amount of American Cellular's outstanding 9-1/2% Senior Subordinated Notes (CUSIP No. 025058AF5) ("Notes"). The exchange offers and consent solicitation were originally scheduled to expire at 5:00 p.m. on August 8, 2003. As of that time, $675.1 million principal amount of Notes had been tendered.
The expiration time for the exchange offers has been extended until 5:00 p.m. EDT, on Tuesday, August 12, 2003, to permit additional tenders to be received in order to reach the announced 99.5% minimum tender condition, which condition must be satisfied or waived in order to consummate the exchange offers. The terms and conditions of the exchange offers and consent solicitation will continue in full force and effect through the new expiration date.
Everett R. Dobson, chairman and chief executive officer of Dobson, stated: "It is a condition of the exchange offers that holders of at least 99.5% of the aggregate principal amount of American Cellular's outstanding Notes accept our exchange offers and tender their Notes. As of the close of business on August 8, 2003, the Notes tendered represented approximately 96.4% of the outstanding principal amount of the Notes, which we believe is sufficiently close to the minimum tender requirement to justify extending our exchange offers."
American Cellular also announced that it received substantially more than the required vote for its prepackaged plan of reorganization by the August 8, 2003 voting deadline, which deadline is not being extended. As a result, if the minimum tender condition is not achieved, or waived, American Cellular and Dobson Communications will be able to pursue the restructuring through the prepackaged plan of reorganization.
Neither the common and preferred shares to be issued by Dobson Communications, nor any equity securities that may be issued by American Cellular in the exchange offers will be registered under the Securities Act of 1933. Any shares of Dobson Communications common and preferred stock, and any equity securities of American Cellular that are issued in the exchange offers may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933.
Dobson Communications is a leading provider of wireless phone services to rural markets in the United States. Headquartered in Oklahoma City, the Company owns or manages wireless operations in 16 states. For additional information on the Company and its operations, please visit its Web site at www.dobson.net.
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These include, but are not limited to, statements regarding the Company's plans, intentions and expectations. Such statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those projected. These risks include, but are not limited to, the completion of the transactions involved in the American Cellular restructuring. A more extensive discussion of the risk factors that could impact these areas and the Company's overall business and financial performance can be found in the Company's reports filed with the Securities and Exchange Commission. Given these concerns, investors and analysts should not place undue reliance on forward-looking statements.