EXHIBIT 99.5
AMERICAN CELLULAR CORPORATION
OFFER TO EXCHANGE
ITS
9 1/2% SENIOR SUBORDINATED NOTES DUE 2009
FOR ANY AND ALL OF ITS OUTSTANDING
9 1/2% SENIOR SUBORDINATED NOTES DUE 2009
INSTRUCTION TO REGISTERED HOLDER FROM BENEFICIAL OWNER
The undersigned acknowledge(s) receipt of your letter and the enclosed
Prospectus and the related Letter of Transmittal, in connection with the
Exchange Offer by American Cellular Corporation ("American") to exchange New
Notes for Old Notes.
This will instruct you to tender the principal amount of Old Notes indicated
below held by you for the account of the undersigned, upon the terms and subject
to the conditions set forth in the Prospectus and the related Letter of
Transmittal.
The undersigned represents that (i) the New Notes acquired pursuant to the
Exchange Offer are being obtained in the ordinary course of its business, (ii)
it is not participating, does not intend to participate, and has no arrangement
or understanding with any person to participate, in the distribution of such New
Notes, and (iii) it is not an "affiliate," as defined under Rule 405 of the
Securities Act, of American or, if it is an affiliate, that it will comply with
the registration and prospectus delivery requirements of the Securities Act to
the extent applicable.
If the undersigned is a "broker" or "dealer" registered under the Exchange
Act that acquired Old Notes for its own account pursuant to its market-making or
other trading activities (other than Old Notes acquired directly from American),
the undersigned understands and acknowledges that it may be deemed to be an
"underwriter" within the meaning of the Securities Act and, therefore, must
deliver a prospectus relating to the New Notes meeting the requirements of the
Securities Act in connection with any resales by it of New Notes acquired for
its own account in the Exchange Offer. Notwithstanding the foregoing, the
undersigned does not thereby admit that it is an "underwriter" within the
meaning of the Securities Act.
You are hereby instructed to tender all Old Notes held for the account of
the undersigned unless otherwise indicated below:
/ / Do not tender any Old Notes
/ / Tender Old Notes in the principal amount of
SIGNATURE:
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Name of Beneficial Owner (please print)
By ---------------------------------------------
Signature
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Address
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Zip Code
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Area Code and Telephone Number
Dated: , 2001