UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING SEC FILE NUMBER
0-16560
(Check One) CUSIP NUMBER
922022 10 8
[X] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
[ ] For the Transition Period Ended: ___________________________
Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
Item 8. Financial Statements and Supplementary Data. Financial statements of
International Wireless Communications Holdings, Inc. ("IWC"), a 50% or less
owned person cannot be filed timely without unreasonable effort or expense.
Part I - Registrant Information
Full Name of Registrant:
Vanguard Cellular Systems, Inc.
Former Name if Applicable: N/A
Address of Principal Executive Office (Street and Number):
2002 Pisgah Church Road, Suite 300
City, State and Zip Code:
Greensboro, North Carolina 27455
Part II - Rules 12b-25 (b) and (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
[X] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report on Form
10-K, Form 20-F, Form 11-K or Form N-SAR, or portion thereof will be filed on or
before the fifteenth calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar year following the prescribed due
date; and
[X] (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
Part III - Narrative
State below in reasonable detail the reasons why Form 10-K and Forms
10-KSB, 20-F, 11-K, 10-Q and Forms 10-QSB, N-SAR, or the transition report or
portion thereof could not be filed within the prescribed period. (Attach extra
sheets if needed).
Pursuant to Rule 3-09 of Regulation S-X promulgated by the
Commission, the registrant is required to file financial statements for
IWC. IWC is a reporting company under the Securities Exchange Act of
1934 with the same fiscal year end as the registrant. IWC has filed a
Form 12b-25 Notification indicating that its financial statements
cannot be filed without unreasonable effort or expense because IWC is
currently awaiting the necessary financial information relating to the
results of operations of a significant subsidiary that is a
minority-owned foreign investee accounted for under the equity method.
IWC has indicated that the information is expected to become available
within the time permitted under Form 12b-25.
Part IV - Other Information
(1) Name and telephone number of person to contact in regard to this
notification:
Stephen L. Holcombe, Senior Vice President and Chief Financial Officer (336)
545-2211
(2) Have all other periodic reports required under section 13 or 15(d)
of the Securities and Exchange Act of 1934 or section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period
that the registrant was required to file such report(s) been filed? If the
answer is no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
[X] Yes [ ] No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
...............................................................................
VANGUARD CELLULAR SYSTEMS, INC.
Name of Registrant as Specified in Charter
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: March 31, 1998 By /s/ Stephen L. Holcombe
- ------------------------------------------ -----------------------
Stephen L. Holcombe,
Senior Vice President
and Chief Financial Officer
Securities and Exchange Commission
Washington, DC 20549
Form 12b-25
Attachment to Part II (c)
The following certification was filed as an attachment to the Form
12b-25 Notification of IWC dated as of March 31, 1998 and is incorporated herein
by reference to such Notification.
March 31, 1998
International Wireless Communications Holdings, Inc.
400 S. El Camino Real, Suite 1275
San Mateo, California
94402
Ladies and Gentlemen:
Pursuant to Rule 12b-25 of the General Rules and Regulations under the
securities Exchange Act of 1934, we inform you that we have been furnished a
copy of Form 12b- 25 to be filed by International Wireless Communications
Holdings, Inc. on March 31, 1998, which contains notification of the
Registrant's inability to file its Form 10-K by March 31, 1998. We have read the
Company's statements contained in Part III therein and we agree with the stated
reason as to why we have been unable to complete our audit and report on the
financial statements for the year ended December 31, 1997, to be included in
Form 10-K.
Very truly yours,
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Mountain View, California
Securities and Exchange Commission
Washington, DC 20549
Form 12b-25
Attachment to Part IV - Narrative
Narrative:
The Company anticipates that its statement of operations will reflect a
significantly higher net loss for 1997 compared to 1996. The increase in net
loss is attributable to several factors. The Company's foreign equity investees
had significantly larger losses from operations with a resultant increase in the
Company's equity losses of affiliates approximating $30,000,000; the Company
recorded approximately $24,000,000 in respect of impairment in value of
long-term assets, net interest expense increased approximately $21,000,000 as a
result of a full year's accrual of interest on the senior discount notes issued
in August 1996 and the Pakistan Notes issued in August 1997; and general and
administrative expenses increased approximately $14,000,000 due to an overall
growth in the Company's consolidated operating entities and its general
corporate office expenses.