UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING SEC FILE NUMBER
0-16560
(Check One)
CUSIP NUMBER
922022 10 8
[X] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: December 31, 1996
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
[ ] For the Transition Period Ended:
Read Attached Instruction Sheet Before Preparing Form. Please Print
or Type.
Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.
If the notification relates to a portion of the filing
checked above, identify the Item(s) to which the notification
relates:
Item 8. Financial Statements and Supplementary Data.
Financial statements of International Wireless
Communications Holdings, Inc. ("IWC"), a 50% or less owned
person cannot be filed timely without unreasonable effort or
expense.
Part I - Registrant Information
Full name of Registrant:
Vanguard Cellular Systems, Inc.
Former Name if Applicable:
N/A
Address of Principal Executive Office (Street and Number):
2002 Pisgah Church Road, Suite 300
City, State and Zip Code:
Greensboro, North Carolina 27455
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Part II - Rules 12b-25 (b) and (c)
If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to
Rule 12b-25(b), the following should be completed. (Check box if
appropriate)
[X] (a) The reasons described in reasonable detail in Part III
of this form could not be eliminated without unreasonable effort
or expense;
[X] (b) The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or
portion thereof will be filed on or before the fifteenth calendar
day following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q, or portion thereof will
be filed on or before the fifth calendar year following the
prescribed due date; and
[X] (c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
Part III - Narrative
State below in reasonable detail the reasons why Form 10-K
and Form 10-KSB, 20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the
transition report or portion thereof could not be filed within
the prescribed period. (Attach extra sheets if needed).
Pursuant to Rule 3-09 of Regulation S-X promulgated by
the Commission, the registrant is required to file
financial statements for IWC. IWC is a reporting company
under the Securities Exchange Act of 1934 with the same
fiscal year end as the registrant. IWC has filed a Form 12b-25
Notification indicating that its financial statements cannot
be filed without unreasonable effort or expense because IWC is
currently awaiting the necessary financial information
relating to the results of operations of two significant
subsidiaries that are minority-owned foreign investees
accounted for under the equity method. IWC has indicated that
the information is expected to become available within the
time permitted under Form 12b-25.
Part IV - Other Information
(1) Name and telephone number of person to contact in
regard to this notification:
Arthur S. Whiting, Vice President and Controller, (910) 545-2180
(2) Have all other periodic reports required under section
13 or 15(d) of the Securities and Exchange Act of 1934 or section
30 of the Investment Company Act of 1940 during the preceding 12
months or for such shorter period that the registrant was
required to file such report(s) been filed? If the answer is no,
identify report(s).
[X] Yes [ ] No
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(3) Is it anticipated that any significant change in
results of operations from the corresponding period for the last
fiscal year will be reflected by the earnings statements to be
included in the subject report or portion thereof?
[X] Yes [ ] No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be made.
........................................................................
VANGUARD CELLULAR SYSTEMS, INC.
Name of Registrant as Specified in Charter
Has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date April 1, 1997 By /s/ Arthur S. Whiting
Arthur S. Whiting,
Vice President and
Controller
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Securities and Exchange Commission
Washington, DC 20549
Form 12b-25
Attachment to Part II (c)
The following certification was filed as an attachment to
the Form 12b-25 Notification of IWC dated as of March 31, 1997, and is
incorporated herein by reference to such Notification.
March 31, 1997
International Wireless Communications Holdings, Inc.
400 S. El Camino Real, Suite 1275
San Mateo, California
94402
Ladies and Gentlemen:
Pursuant to Rule 12b-25 of the General Rules and Regulations
under the Securities Exchange Act of 1934, we inform you that we
have been furnished a copy of Form 12b-25 to be filed by
International Wireless Communications Holdings, Inc. on March 31,
1997, which contains notification of the Registrant's inability
to file its Form 10-K by March 31, 1997. We have read the
Company's statements contained in Part III therein and we agree
with the stated reason as to why we have been unable to complete
our audit and report on the financial statements for the year
ended December 31, 1996, to be included in Form 10-K.
Very truly yours,
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
San Jose, California
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Securities and Exchange Commission
Washington, DC 20549
Form 12b-25
Attachment to Part IV - Narrative
Narrative:
In its Form 12b-25, IWC has indicated that it anticipates that
its statement of operations will reflect a significantly higher
net loss for 1996 compared to 1995 and that the increase in net
loss is attributable to several factors: (i) IWC's foreign equity
investees had significantly larger losses from operations with a
resultant increase in IWC's equity losses of affiliates
approximating $10,000,000; (ii) net interest expense increased
approximately $5,000,000 as a result of the issuance of senior
discounts notes in August 1996; and (iii) general and
administrative expenses increased approximately $11,000,000 due
to an overall growth in IWC's consolidated operating entities and
its general corporate office expenses.
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