SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A NO. 1 (Mark one) [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended: December 31, 1999 ------------------ [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number: 0-19179 CT COMMUNICATIONS, INC. - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) North Carolina 56-1837282 - ------------------------------------------------------------------------------- State or other jurisdiction (I.R.S. Employer Identification Number) of incorporation or organization 68 Cabarrus Avenue, East, Concord, North Carolina 28025 ------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (704) 722-2500 --------------- Securities registered pursuant to Section 12(b) of the Act: Title of each class: Name of exchange on which registered: - ------------------------------- ------------------------------------- None None Securities registered pursuant to Section 12(g) of the Act: Common Stock Rights to Purchase Common Stock Indicate by check mark whether the Company (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 Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ---- ---- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] The aggregate market value of the voting stock held by nonaffiliates of the Company is approximately $527,598,426 (based on the June 19, 2000 closing price of the Common Stock of $30.12 per share). As of June 19, 2000, there were 18,842,242 shares of the Company's Common Stock outstanding. Documents Incorporated by Reference None Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K. Exhibit 99.1 hereof sets forth the consolidated balance sheets of Palmetto MobileNet, L.P., as of December 31, 1999 and 1998 and the related consolidated statements of income and partners' equity, and cash flows for each of the three year's ended December 31, 1999, 1998 and 1997, which are included pursuant to Rule 3-09 of Securities and Exchange Commission Regulation S-X. 2 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CT COMMUNICATIONS, INC. By: /s/ Michael R. Coltrane ---------------------------- Michael R. Coltrane President and Chief Executive Officer Date: June 27, 2000 /s/ Barry R. Rubens ----------------------------- Barry R. Rubens Senior Vice President, Treasurer and Chief Financial Officer (Principal Financial and Principal Accounting Officer) Date: June 27, 2000 Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ L. D. Coltrane, III - ---------------------------- Chairman of the Board June 27, 2000 L. D. Coltrane, III and Director /s/ Michael R. Coltrane - ---------------------------- President, Chief Executive June 27, 2000 Michael R. Coltrane Officer and Director (Principal Executive Officer) /s/ John R. Boger, Jr. - ---------------------------- Director June 27, 2000 John R. Boger, Jr. /s/ O. Charlie Chewning, Jr. - ----------------------------- Director June 27, 2000 O. Charlie Chewning, Jr. /s/ William A. Coley - ---------------------------- Director June 27, 2000 William A. Coley /s/ Samuel E. Leftwich - ---------------------------- Director June 27, 2000 Samuel E. Leftwich /s/ Jerry H. McClellan - ---------------------------- Director June 27, 2000 Jerry H. McClellan /s/ Ben F. Mynatt - ---------------------------- Director June 27, 2000 Ben F. Mynatt /s/ Phil W. Widenhouse - ---------------------------- Director June 27, 2000 Phil W. Widenhouse 3 INDEX TO EXHIBITS Exhibit Number Description of Document - ------- ----------------------- 23.2 Consent of Bauknight Pietras & Stormer, P.A. 23.3 Consent of Arthur Andersen LLP 99.1 Consolidated Financial Statements of Palmetto MobileNet, L.P. 4