UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)
VANGUARD CELLULAR SYSTEMS, INC.
(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
922022 10 8
(CUSIP Number)
Check the following box if a fee is being paid with this
statement ___. (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 922022 10 8 SCHEDULE 13G
1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Robert Randolph Richardson
###-##-####
2) Check the Appropriate Box if a Member of a Group
(a)
(b) X
3) SEC Use Only
4) Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting Person With
5) Sole Voting Power
58,944 shares *
6) Shared Voting Power
2,029,316 shares *
7) Sole Dispositive Power
58,944 shares *
8) Shared Dispositive Power
2,029,316 shares *
9) Aggregate Amount Beneficially Owned by Each Reporting
Person
2,088,260 shares *
10) Check if the Aggregate Amount in Row (9) Excludes
Certain Shares
X
11) Percent of Class Represented by Amount in Row 9
5.15 percent
12) Type of Reporting Person
IN
*(Reflects Issuer's three-for-two stock split dated 8/24/94.)
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Item 1 (a) Name of Issuer:
Vanguard Cellular Systems, Inc.
(b) Address of Issuer's Principal Executive Offices:
2002 Pisgah Church Road, Suite 300
Greensboro, N.C. 27455
Item 2 (a) Name of Person Filing:
Robert Randolph Richardson
(b) Address of Principal Business Office, or, if none,
Residence:
Randolph Foundation
255 E. 49th Street
New York, N.Y. 10017
(c) Citizenship:
United States
(d) Title of Class of Securities:
Class A Common Stock, par value $.01 per share
(e) CUSIP Number:
922022 10 8
Item 3 Type of Filing:
Not Applicable.
Item 4 Ownership (at December 31, 1994):
If the percent of the class owned, as of December 31 of
the year covered by the statement, or as of the last day
of any month described in Rule 13d-1(b)(2), if aplicable,
exceeds five percent, provide the following information as
of that date and identify those shares which there is a
right to acquire.
(a) Amount Beneficially Owned:
2,088,260 shares of which 26,901 shares are
owned directly; 32,043 shares are held of record by a
trust of which Mr. Richardson is the sole trustee and
2,029,316 shares are held of record by various trusts
of which Mr. Richardson is one of several trustees.
The shares shown as beneficially owned do not include
87,972 shares held by a subidiary of Piedmont
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Management Company, Inc., a corporation of which Mr.
Richardson is an officer and director. Beneficial
ownership of the 87,972 shares is denied.
(b) Percent of Class:
5.15 percent
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
58,944 shares
(ii) shared power to vote or to direct the vote
2,029,316 shares
(iii)sole power to dispose or direct the disposition of
58,944 shares
(iv) shared power to dispose or direct the disposition of
2,029,316 shares
Item 5 Ownership of Five Percent or Less of a Class:
Not applicable.
Item 6 Ownership of More than Five Percent on Behalf of
Another Person:
Not applicable.
Item 7 Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the
Parent Holding Company:
Not applicable.
Item 8 Identification and Classification of Members of the
Group:
Not applicable.
Item 9 Notice of Dissolution of Group:
Not applicable.
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Item 10 Certification:
Not applicable.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement, is true, complete and correct.
\S\ R. R. Richardson
Robert Randolph Richardson
Date: February 9 , 1995
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