SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) October 2, 1998
Vanguard Cellular Systems, Inc.
(Exact Name of Registrant as Specified on its Charter)
North Carolina 0-16560 56-1549590
(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
2002 Pisgah Church Road, Suite 300, Greensboro, North Carolina 27455
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (336) 282-3690
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N/A
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
As of October 2, 1998, the Registrant entered into a definitive merger
agreement with AT&T Corp. Under the terms of the agreement, the Registrant will
be merged into a wholly owned subsidiary of AT&T Corp. and each of the
Registrants' shares of Class A Common Stock, par value $.01 per share, will, at
each shareholder's option, be converted into the right to receive either $23.00
cash or 0.3987 of a share of AT&T Corp. common stock, subject to the limitation
that the overall consideration will consist of 50% cash and 50% AT&T common
stock.
The Registrant's Board of Directors and the Board of Directors of AT&T
Corp. have approved the transaction. The transaction is subject to the approval
of the Registrant's shareholders and the Federal Communications Commission, to
compliance with the Hart-Scott- Rodino Antitrust Improvements Act of 1976, and
to certain other conditions.
Item 7. Financial Statements and Exhibits.
(c) The Exhibits furnished in connection with this report are as follows:
2(a) Agreement and Plan of Merger dated as of October 2, 1998 among
AT&T Corp., Winston, Inc. and Vanguard Cellular Systems, Inc.
2(b) Option Agreement dated as of October 2, 1998 between Vanguard
Cellular Systems, Inc. and AT&T Corp., attached as Annex A to
the Agreement and Plan of Merger.
2(c) Voting Agreement dated as of October 2, 1998 between
Haynes G. Griffin, a stockholder of Vanguard Cellular
Systems, Inc., and AT&T Corp., attached as Annex B to
the Agreement and Plan of Merger.
2(d) Voting Agreement dated as of October 2, 1998 between
Stephen R. Leeolou, a stockholder of Vanguard
Cellular Systems, Inc., and AT&T Corp., attached as
Annex B to the Agreement and Plan of Merger.
2(e) Voting Agreement dated as of October 2, 1998 between
Piedmont Associates Limited, a stockholder of
Vanguard Cellular Systems, Inc., and AT&T Corp.,
attached as Annex B to the Agreement and Plan of
Merger.
2(f) Voting Agreement dated as of October 2, 1998 between L.
Richardson Preyer, Jr., a stockholder of Vanguard Cellular
Systems, Inc., and AT&T Corp., attached as Annex B to the
Agreement and Plan of Merger.
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2(g) Voting Agreement dated as of October 2, 1998 between
Stuart S. Richardson, a stockholder of Vanguard
Cellular Systems, Inc., and AT&T Corp., attached as
Annex B to the Agreement and Plan of Merger.
2(h) Voting Agreement dated as of October 2, 1998 between
Smith Richardson Foundation, a stockholder of
Vanguard Cellular Systems, Inc., and AT&T Corp.,
attached as Annex B to the Agreement and Plan of
Merger.
2(i) Form of Affiliate Letter, attached as Annex C to the Agreement
and Plan of Merger.
The following list of schedules to the Agreement and Plan of Merger,
filed as Exhibit 2(a) hereto, have been omitted. The Registrant hereby
undertakes to furnish supplementally a copy of any such omitted schedule to the
Commission upon request.
Schedule 3.1(b)(i) Capital Structure
Schedule 3.1(b)(ii) Subsidiaries of the Company
Schedule 3.1(b)(iv) Holders of Options
Schedule 3.1(b)(v) Additional Equity Issuances
Schedule 3.1(c)(ii) Authority; No Conflicts: Violations
Schedule 3.1(d)(ii) Reports and Financial Statements: Liabilities
Schedule 3.1(g) Litigation
Schedule 3.1(h)(i) Filed Tax Returns
Schedule 3.1(h)(ii) Payment of Tax Liabilities
Schedule 3.1(h)(iii)(A) Current and Pending Audits
Schedule 3.1(h)(iii)(B) Tax Assessments
Schedule 3.1(h)(iii)(C) Liens
Schedule 3.1(h)(iii)(D) Tax Returns Currently Under Extension
Schedule 3.1(h)(iv) ss.341(f) Election
Schedule 3.1(h)(v) IRS Audit
Schedule 3.1(h)(vi) NOLs Subject to Limitation
Schedule 3.1(h)(vii) ss.280G andss.162(m)
Schedule 3.1(h)(viii) Liabilities for Third Parties
Schedule 3.1(h)(ix) Tax Sharing Arrangements
Schedule 3.1(h)(x) ss.368(a) Treatment
Schedule 3.1(i)(C) Absence of Certain Changes or Events
Schedule 3.1(k)(i) Certain Agreements
Schedule 3.1(l)(ii) Employee Benefit Plans; Labor Matters; Options
Schedule 3.1(o) Year 2000 Compliance
Schedule 3.1(p) Affiliated Transactions and Certain Other
Agreements
Schedule 3.1(s) Properties
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Schedule 3.1(v) Foreign Operations
Schedule 4.1(b) Covenants of the Company - Securities
Schedule 4.1(d) Covenants of the Company - Investments and Loans
Schedule 4.1(e) Covenants of the Company - Compensation
Schedule 4.1(g) Covenants of the Company - Acquisitions;
Other Uses of Funds
Schedule 4.1(h) Covenants of the Company - Wireless Assets
Schedule 4.1(i) Covenants of the Company - Lines of Business
Schedule 4.1(j) Covenants of the Company - Expenditures
Schedule 4.1(k) Covenants of the Company - Affiliates
Schedule 5.4 Acquisition Proposals
Schedule 5.5(c)(ii) Severance Pay Policies
Schedule 6.1(e) Tax Opinions
Schedule 8.10(f) Definitions
Schedule 8.10(j) Required Consent
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
VANGUARD CELLULAR SYSTEMS, INC.
Date: October 13, 1998 By:/s/ Stephen R. Leeolou
Stephen R. Leeolou
President and Chief Executive Officer
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INDEX TO EXHIBITS
2(a) Agreement and Plan of Merger dated as of October 2, 1998 among
AT&T Corp., Winston, Inc. and Vanguard Cellular Systems, Inc.
2(b) Option Agreement dated as of October 2, 1998 between Vanguard
Cellular Systems, Inc. and AT&T Corp., attached as Annex A to
the Agreement and Plan of Merger.
2(c) Voting Agreement dated as of October 2, 1998 between
Haynes G. Griffin, a stockholder of Vanguard Cellular
Systems, Inc., and AT&T Corp., attached as Annex B to
the Agreement and Plan of Merger.
2(d) Voting Agreement dated as of October 2, 1998 between
Stephen R. Leeolou, a stockholder of Vanguard
Cellular Systems, Inc., and AT&T Corp., attached as
Annex B to the Agreement and Plan of Merger.
2(e) Voting Agreement dated as of October 2, 1998 between
Piedmont Associates Limited, a stockholder of
Vanguard Cellular Systems, Inc., and AT&T Corp.,
attached as Annex B to the Agreement and Plan of
Merger.
2(f) Voting Agreement dated as of October 2, 1998 between L.
Richardson Preyer, Jr., a stockholder of Vanguard Cellular
Systems, Inc., and AT&T Corp., attached as Annex B to the
Agreement and Plan of Merger.
2(g) Voting Agreement dated as of October 2, 1998 between
Stuart S. Richardson, a stockholder of Vanguard
Cellular Systems, Inc., and AT&T Corp., attached as
Annex B to the Agreement and Plan of Merger.
2(h) Voting Agreement dated as of October 2, 1998 between
Smith Richardson Foundation, a stockholder of
Vanguard Cellular Systems, Inc., and AT&T Corp.,
attached as Annex B to the Agreement and Plan of
Merger.
2(i) Form of Affiliate Letter, attached as Annex C to the Agreement
and Plan of Merger.