UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 8)
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).
<PAGE>
CUSIP No. 922022 10 8 SCHEDULE 13G/A
- --------------------- ------------
1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Stuart S. 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
215,182 shares
6) Shared Voting Power
1,864,066 shares
7) Sole Dispositive Power
215,182 shares
8) Shared Dispositive Power
1,858,413 shares
9) Aggregate Amount Beneficially Owned by Each Reporting Person
2,079,248 shares
<PAGE>
10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
X
11) Percent of Class Represented by Amount in Row 9
5.49 percent
12) Type of Reporting Person
IN
<PAGE>
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, North Carolina 27455
Item 2(a). Name of Person Filing:
Stuart S. Richardson
(b). Address of Principal Business Office, or, if none,
Residence:
Lexington Global Asset Managers
Park 80, West, Plaza II
Saddle Brook, NJ 07662
(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, 1997):
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
<PAGE>
Rule 13d-1(b)(2), if applicable, 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:
2,079,248 shares of which 14,239 shares are
owned directly, 16,800 held by an IRA for
Mr. Richardson, 24,393 shares are held of record by various
trusts of which Mr. Richardson is the sole trustee, 57,450
shares are held of record by various trusts of which Mr.
Richardson is one of several trustees, 17,900 shares are
owned by Mr. Richardson's spouse and 159,750 shares Mr.
Richardson has the right to acquire pursuant to presently
exercisable stock options granted to him by the Company. The
shares shown as beneficially owned by Mr. Richardson also
include shares owned by various other trusts and a foundation
of which Mr. Richardson is a trustee, including 372,882
shares held by the H. Smith Richardson Testamentary Trust,
1,020,292 shares held by the Smith Richardson Foundation, and
395,542 shares held by the Grace Jones Richardson
Testamentary Trust. The shares shown as beneficially owned do
not include 66,296 shares held in trusts for the benefit of
his children. Beneficial ownership of the 66,296 shares is
denied.
(b) Percent of Class:
5.40 percent
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
215,182 shares
(ii) shared power to vote or to direct the vote
1,864,066 shares
<PAGE>
(iii) sole power to dispose or to direct the
disposition of
215,182 shares
(iv) shared power to dispose or to direct the
disposition of
1,858,413 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.
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/ Stuart S. Richardson
Stuart S. Richardson
Date: February 12, 1998
