PR Newswire
(Copyright (c) 2000, PR Newswire)

NEW YORK, OKLAHOMA CITY and WASHINGTON, Feb. 25 /PRNewswire/ -- AT&T (NYSE: T) and Dobson Communications Corporation (Nasdaq: DCEL) announced today they have completed the acquisition of American Cellular Corporation for approximately $2.4 billion, through a newly created joint venture.

The joint venture is equally owned and jointly controlled by Dobson and AT&T Wireless Services Inc. (AT&T Wireless). Dobson will manage the day-to- day operations of the joint venture under the direction of a Management Committee, comprised of two members each from Dobson and AT&T Wireless.

American Cellular has markets in New York, Wisconsin, Minnesota, Michigan, Kentucky, Tennessee, West Virginia, Ohio, Pennsylvania and Illinois. American Cellular covers a population base of 4.9 million people and had approximately 431,000 subscribers as of December 31,1999. Its markets are operated under the Cellular One trade name. American has approximately 814 employees.

The acquisition was funded with bank debt arranged through Bank of America and cash equity contributions from the two new owners.

"This acquisition is a significant step in the growth of Dobson. The joint venture acquired one of the largest and fastest growing independent rural cellular operators in the U.S. and Dobson has expanded its strategic relationship with AT&T," said Dobson Chairman and CEO Everett Dobson. "The acquired markets offer excellent opportunities for subscriber growth and increased roaming opportunities with our strategic roaming partners."

Dobson added, "Our team has already begun the integration process. American and Dobson use the same TDMA technology, billing system and network equipment which should speed up the integration process and make it smoother for our customers. American has an excellent employee base and we look forward to their enthusiasm and commitment as we continue to provide high quality service."

Dobson now covers a population base of 8.5 million proportionate pops and 700,000 proportionate subscribers.

Dan Hesse, President and Chief Executive Officer of AT&T Wireless, commented, "AT&T is pleased to expand its relationship with Dobson, who has proven its integration capabilities and ability to manage rural and suburban markets."

"With this partnership we continue to expand our nationwide coverage by leveraging AT&T's capital and marketing capabilities. The acquired markets are important roaming destinations to us and by extending our wireless footprint we continue our goal of providing quality service and features across the U.S.," Hesse said.

AT&T recently increased their investment in Dobson from 3.3% to 4.8%.

In conjunction with the acquisition, the joint venture entered into a new 20-year operating agreement with AT&T. The agreement allows American to access AT&T's coast to coast wireless networks and allows AT&T to expand its nation-wide footprint under a long-term agreement.

Lehman Brothers and Toronto Dominion Securities advised the Dobson and AT&T joint venture. American Cellular was advised by Merrill Lynch & Co.

Dobson Communications Corporation provides rural cellular telephone services, employing approximately 1,045 employees headquartered in Oklahoma City, Oklahoma. Through its subsidiaries, Dobson owns or manages cellular operations in 18 states located throughout the United States. Dobson Communications may be found on the World Wide Web at http://www.dobson.net.

AT&T is one of the world's premier communications and information services companies, serving more than 80 million customers, including consumers, businesses and government. It runs the world's largest, most sophisticated communications network and is a leading provider of long-distance and wireless services.