THIS DOCUMENT IS A COPY OF THE FORM 10-Q FILED ON NOVEMBER 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 November 14, 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 SEPTEMBER 30, 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 incorporation or organization) (I.R.S.Employer Identification No.)
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 October 1,
1996 was 41,339,243.
VANGUARD CELLULAR SYSTEMS, INC. AND SUBSIDIARIES
INDEX
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K II-1
SIGNATURES II-2
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(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: November 22, 1996 By: /s/ Haynes G. Griffin
-----------------------------------
Haynes G. Griffin
President
and
Chief Executive Officer
Date: November 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, filed as
Exhibit 4(d)(1) to the Registrant's Form 10-Q/A dated
March 31, 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, filed as Exhibit
4(d)(2) to the Registrant's Form 10-Q/A dated March 31,
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, filed as Exhibit 4(d)(3) to
the Registrant's Form 10-Q/A dated March 31, 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, filed as Exhibit
4(d)(4) to the Registrant's Form 10-Q/A dated March 31,
1996.
**4(d)(5) First Amendment to 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 July 31,
1996.
**4(d)(6) Second Amendment to 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 October
9, 1996.
*4(e)(1) Indenture dated as of April 1, 1996 between Registrant
and The Bank of New York as Trustee, filed as Exhibit
4(e)(1) to the Registrant's Form 10-Q/A dated March 31,
1996.
*4(e)(2) First Supplemental Indenture, dated as of April 1, 1996
between Registrant and The Bank of New York as Trustee,
filed as Exhibit 4(e)(2) to the Registrant's Form
10-Q/A dated March 31, 1996.
***11 Calculation of fully diluted earnings per share for the
three months and nine months ended September 30, 1996
and 1995.
***27 Financial Data Schedule.
- --------------------------------------------------
* Incorporated by reference to the statement or report indicated.
** Confirming electronic copies of exhibits filed previously in paper format
on November 15, 1996 under the cover of Form SE pursuant to a temporary
hardship exemption in accordance with Rule 201 of Regulation S-T.
*** Previously filed on November 14, 1996 as Exhibits to Form 10-Q.