THIS DOCUMENT IS A COPY OF THE FORM 10-Q FILED
ON MAY 15, 1996, WITH COPIES OF EXHIBITS FILED IN PAPER
FORMAT PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q/A
Amendment No. 1 to Quarterly Report on Form 10-Q dated May 15, 1996.
(MARK ONE)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
----------------------------------
or
[ ] TRANSITION REPORT PURSUANT TO SECTION A3 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-16560
Vanguard Cellular Systems, Inc.
(Exact name of registrant as specified in its charter)
North Carolina 56-1549590
(State or other jurisdiction of (I.R.S.Employer Identification No.)
incorporation or organization)
2002 Pisgah Church Road, Suite 300
Greensboro, North Carolina 27455-3314
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (910) 282-3690
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No ___.
The number of shares outstanding of the issuer's common stock as of April 15,
1996 was 41,313,443.
VANGUARD CELLULAR SYSTEMS, INC. AND SUBSIDIARIES
INDEX
PART II. OTHER INFORMATION
Item 6. Exhibits II-1
SIGNATURES II-2
Item 6. EXHIBITS
(a) The exhibits to this Form 10-Q/A are listed in the accompanying Index to
Exhibits.
II-1
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has fully caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
VANGUARD CELLULAR SYSTEMS, INC.
Date: May 22, 1996 By: /s/ Haynes G. Griffin
-----------------------------
Haynes G. Griffin
President
and
Chief Executive Officer
Date: May 22, 1996 By: /s/ Stephen L. Holcombe
----------------------------
Stephen L. Holcombe
Senior Vice President
and
Chief Financial Officer
(principal accounting and
principal financial officer)
II-2
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
* 4 (a) Articles of Incorporation of Registrant as amended through
July 25,1995, filed as Exhibit 1 to the Registrant's Form 8-A/A
dated July 25, 1995.
* 4 (b) Bylaws of Registrant (compilation of July 25, 1995), filed as
Exhibit 2 to the Registrant's Form 8-A/A dated July 25, 1995.
* 4(c) Specimen Common Stock Certificate, filed as Exhibit 2 to the
Registrant's Form 8-A/A dated July 25, 1995.
**4(d)(1) Second Amended and Restated Loan Agreement between Vanguard
Cellular Operating Corp. and various lenders led by The Bank of
New York and The Toronto-Dominion Bank as agents, dated as of
April 10, 1996.
**4(d)(2) VCOC Security Agreement between Vanguard Cellular Operating Corp.
and various lenders led by The Bank of New York and The
Toronto-Dominion Bank as Secured Party, dated as of April 10,
1996.
**4(d)(3) Second Amended and Restated Master Subsidiary Security Agreement
between certain subsidiaries of the Registrant and various lenders
led by The Bank of New York and The Toronto-Dominion Bank, as
Secured Party, dated as of April 10, 1996.
**4(d)(4) Assignment, Bill of Sale and Assumption Agreement by and between
Registrant and Vanguard Cellular Financial Corp., dated as of
April 10, 1996.
**4(e)(1) Indenture dated as of April 1, 1996 between Registrant and The Bank
of New York as Trustee.
**4(e)(2) First Supplemental Indenture, dated as of April 1, 1996 between
Registrant and The Bank of New York as Trustee.
***11 Calculation of fully diluted earnings per share for the three
months ended March 31, 1996 and 1995.
***27 Financial Data Schedule.
* Incorporated by reference to the statement or report indicated.
** Previously filed on May 15, 1996 under cover of Form SE pursuant to a
temporary hardship exemption in accordance with Rule 201 of Regulation S-T.
*** Previously filed on May 15, 1996 as Exhibits to Form 10-Q.
The following schedules to the Second Amended and Restated Loan Agreement, filed
as Exhibit 4(d)(1) hereto, have been omitted. The Registrant hereby undertakes
to furnish supplementally a copy of any such omitted schedule to the Commission
upon request.
Exhibit A Form of Assignment of Rights by Partner
Exhibit B Form of Borrower Pledge Agreement
Exhibit C Form of Certificate of Financial Condition
Exhibit D Form of Note Pledge Agreement
Exhibit E Form of Request for Advance
Exhibit F Form of Revolving Loan Note
Exhibit G Form of Security Agreement
Exhibit H Form of Subsidiary Guaranty
Exhibit I Form of Subsidiary Pledge Agreement
Exhibit J Form of Subsidiary Security Agreement
Exhibit K Form of Term Loan Note
Exhibit L Form of VCFC Assumption Agreement
Exhibit M Form of Borrower's Loan Certificate
Exhibit N Form of Subsidiary Loan Certificate
Exhibit O Form of Performance Certificate
Exhibit P Form of Assignment and Assumption Agreement
Schedule 1 Licenses
Schedule 2 Liens of Record as of the Agreement Date
Schedule 3 Subsidiaries
Schedule 4 Litigation
Schedule 5 Agreements with Affiliates
Schedule 6 Investments
The following schedules to the VCOC Security Agreement, filed as Exhibit
4(d)(2) hereto, have been omitted. The Registrant hereby undertakes to furnish
supplementally a copy of such omitted Schedule to the Commission upon request.
Exhibit A Licenses
Exhibit B Contracts
Exhibit C Leases
The following schedules to the Second Amended and Restated Master Subsidiary
Security Agreement, filed as Exhibit 4(d)(3) hereto, have been omitted. The
Registrant hereby undertakes to furnish supplementally a copy of any such
omitted Schedule to the Commission upon request.
Exhibit A Licenses
Exhibit B Contracts
Exhibit C Leases
The following schedules to the Assignment, Bill of Sale and Assumption Agreement
filed as Exhibit 4(d)(4) hereto, have been omitted. The Registrant hereby
undertakes to furnish supplementally a copy of any such omitted Schedule to the
Commission upon request.
Schedule A List of Personal Property Assigned
Schedule B List of Agreements Assigned