SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) September 30, 1998
Vanguard Cellular Systems, Inc.
(Exact Name of Registrant as Specified on its Charter)
North Carolina 0-16560 56-1549590
(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
2002 Pisgah Church Road, Suite 300, Greensboro, North Carolina 27455
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (336) 282-3690
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N/A
(Former Name or Former Address, if Changed Since Last Report)
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Item 2. Acquisition or Disposition of Assets.
On September 30, 1998, the Registrant concluded the sale of assets
pursuant to an Asset Purchase Agreement dated May 22, 1998 ("Acquisition
Agreement") by and among Wireless One Network, L.P., a Delaware limited
partnership ("Purchaser"), Western Florida Cellular Telephone Corp., a North
Carolina corporation ("Seller"), and Vanguard Cellular Financial Corp., a North
Carolina corporation ("Parent"). Pursuant to the terms of the Acquisition
Agreement, Seller transferred to Purchaser all of its cellular operating
licenses and related authorities granted by the Federal Communication Commission
for use in the non-wireline cellular radio telephone systems and related
point-to-point microwave systems operated by Seller in the Pensacola and Fort
Walton Beach, Florida markets (collectively the "Systems") and related operating
and other assets used in the operation of the Systems, as well as
minority interests owned by affiliates of Seller in certain other regional
markets(collectively the "Purchased Assets"), for a purchase price of
approximately $177,000,000 (the "Purchase Price").
The Purchase Price reflects certain adjustments made in accordance with
the terms of the Acquisition Agreement and remains subject to further adjustment
during the 60 days after September 30, 1998 based on a final determination of
Seller's Net Working Capital as of September 30, 1998, number of Qualified
Subscribers in the market serviced by the Systems as of September 30, 1998,
and reimbursement of certain capital expenditures. The Purchase Price and
other terms of the transaction were arrived at through private
negotiation.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired. Not Applicable.
(b) Pro Forma Financial Information. Not Applicable.
(c) The Exhibits furnished in connection with this report are as follows:
*2(a) Asset Purchase Agreement dated May 22, 1998 by and between
Wireless One Network, L.P., Western Florida Cellular Telephone
Corp. and Vanguard Cellular Financial Corp. filed as Exhibit 2(b)
to the Registrant's Form 10-Q dated June 30, 1998 is
hereby incorporated by reference.
* incorporated by reference
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
VANGUARD CELLULAR SYSTEMS, INC.
Date: October 15, 1998 By:/s/ Stephen L. Holcombe
Stephen L. Holcombe
Executive Vice President and
Chief Financial Officer
