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) November 4, 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
On November 4, 1998, the Registrant commenced a cash tender offer for
its $200,000,000 outstanding principal amount of 9-3/8% Senior Debentures due
April 15, 2006 (the "Offer"). In conjunction with the Offer, the Registrant is
also soliciting consents to certain proposed amendments to the Indenture
governing the Debentures that would eliminate substantially all of the
restrictive covenants and would amend certain other provisions contained in such
Indenture.
The Offer will expire at 12:00 Midnight, Eastern Standard time, on
December 3, 1998, unless extended. Closing of the Offer is subject to receipt of
the consents to the proposed amendments to the Indenture from a majority in
aggregate principal amount of the outstanding Debentures, receipt of consents
from a majority of lenders under the revolving credit facilities of Vanguard
Cellular Financial Corp., a wholly owned subsidiary of Vanguard, and certain
other conditions. Closing of the Offer is not conditioned on consummation of the
pending acquisition of Vanguard by AT&T Corp. ("AT&T"). A valid tender of
Debentures will require a consent to the proposed amendments with respect to the
related Debentures, and a valid consent will require a valid tender of the
related Debentures.
The purchase price to be paid for each validly tendered Debenture will
be based upon a fixed spread of 50 basis points (0.50%) over the yield on the
6-3/8% U.S. Treasury Note due March 31, 2001 (determined on the second business
day prior to the expiration date), less an amount equal to the consent payment
($30.00 per $1,000 principal amount of the Debentures). Holders who consent and
tender their Debentures prior to the consent deadline (12:00 Midnight, Eastern
Standard time, on November 18, 1998, unless extended) and whose Debentures are
accepted for payment will receive the purchase price referred to above, plus a
consent payment of $30.00 per $1,000 principal amount of Debentures.
NationsBanc Montgomery Securities LLC is acting as the Dealer Manager
and Consent Solicitation Agent for the Offer. The Depositary for the Offer is
The Bank of New York.
In connection with the Offer by the Registrant, the Registrant, AT&T
Corp. and Winston, Inc. amended their definitive merger agreement to contemplate
the Offer. A copy of this amendment is filed as an exhibit to this Current
Report on Form 8-K. The merger agreement was filed as an exhibit to the
Registrant's Current Report on Form 8-K filed October 13, 1998.
Item 7. Financial Statements and Exhibits.
(c) The Exhibits furnished in connection with this report are as follows:
2(a) Amendment No. 1 to the Agreement and Plan of Merger dated as of
October 2, 1998 among AT&T Corp., Winston, Inc. and Vanguard
Cellular Systems, Inc.
Schedule 5.9 to Amendment No.1 to the Agreement and Plan of Merger filed as
Exhibit 2(a) hereto has been omitted. Schedule 5.9 contains forms of
certain documents to be used in connection with the Tender Offer and
Consent Solicitation described in this Current Report on Form 8-K. The
Registrant hereby undertakes to furnish supplementally a copy of Schedule
5.9 to the Commission upon request.
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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: November 9, 1998 By:/s/ Richard C. Rowlenson
Richard C. Rowlenson
Executive Vice President
INDEX TO EXHIBITS
2(a) Amendment No. 1 to the Agreement and Plan of Merger dated as of
October 2, 1998 among AT&T Corp., Winston, Inc. and Vanguard
Cellular Systems, Inc.