SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
___________
FORM 8-K
___________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): June 16, 2000
CFW COMMUNICATIONS COMPANY
(Exact Name of Registrant as Specified in Charter)
Virginia 0-16751 54-1443350
(State of Incorporation) (Commission File Number) (IRS Employer Identification No.)
P. O. Box 1990
Waynesboro, Virginia 22980
(Address of principal executive offices)
(540) 946-3500
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS.
The purpose of this Form 8-K is to make publicly available certain
information relating to (i) certain previously announced acquisitions and
dispositions contemplated by CFW Communications and (ii) the financing of those
transactions.
FORWARD-LOOKING STATEMENTS
This filing contains certain "forward-looking statements," as defined in
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, that are based on the beliefs of our management, as well
as assumptions made by, and information currently available to, our management.
We have used these forward-looking statements on our current expectations and
projections about future events and trends affecting the financial condition of
our business. These forward-looking statements are subject to risks and
uncertainties that could cause actual results to differ materially from those
expressed in any forward-looking statement made by us or on our behalf,
including, among other things:
. changes in industry conditions created by federal and state legislation
and regulations;
. successful integration of acquisitions;
. the achievement of build-out, operational, capital, financing and
marketing plans relating to deployment of PCS services;
. retention of our existing customer base and service levels and our
ability to attract new customers;
. continuation of economic growth and demand for wireless and wireline
communications services;
. rapid changes in technology;
. the competitive nature of the wireless telephone and other communications
services industries;
. adverse changes in the roaming rates we charge and pay;
. the capital intensity of the wireless telephone business and our debt
structure;
. our substantial debt obligations and our ability to service those
obligations;
. the cash flow and financial performance of our subsidiaries;
. restrictive covenants and consequences of default contained in our
financing arrangements;
. completion of our anticipated merger with R&B Communications;
. our opportunities for growth through acquisitions and investments and our
ability to manage this growth;
. the level of demand for competitive local exchange services in smaller
markets;
. our ability to manage and monitor billing; and
. possible health effects of radio frequency transmission.
Words and phrases such as "expects," "estimates," "intends," "believes,"
"projection," "will continue" and "is anticipated" are intended to identify
forward-looking statements. The results referred to in forward-looking
statements may differ materially from actual results because they involve
estimates, assumptions and uncertainties. We undertake no obligation to update
or revise any forward-looking statements or to advise of changes in the
assumptions on which they are based, whether as a result of new information,
future events or otherwise. All forward-looking statements should be viewed with
caution.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) and (b) Historical Financial Statements and Pro Forma Financial
Information.
Not Applicable
(c) Exhibits.
10.1 Agreement and Plan of Merger dated June 16, 2000 by and between R&B
Communications, Inc., R&B Combination Company and CFW Communications
Company
10.2 Letter dated June 16, 2000 relating to Asset Exchange Agreement dated
May 17, 2000 between RSA 6 Cellular Limited Partnership and PrimeCo
PCS, L.P.
23.1 Consent of McGladrey & Pullen, LLP
23.2 Consent of Phibbs, Burkholder, Geisert & Huffman, LLP
23.3 Consent of PricewaterhouseCoopers LLP
99.1* Recent Developments
99.2* Unaudited pro forma consolidated financial information of CFW
Communications Company.
99.3.1* Selected Historical Consolidated Financial and Operating Data and Management's
Discussion and Analysis - CFW Communications Company
99.3.2* Selected Historical Financial and Operating Data and Management's Discussion and
Analysis - Richmond-Norfolk PCS
99.3.3* Selected Historical Consolidated Financial and Operating Data and Management's Discussion
and Analysis - R&B Communications, Inc.
99.3.4* Selected Historical Financial and Operating Data and Management's Discussion and
Analysis - Virginia PCS Alliance
99.3.5* Selected Historical Financial and Operating Data and Management's Discussion and
Analysis - West Virginia PCS Alliance
99.4.1* Audited consolidated financial statements and unaudited interim
condensed consolidated financial statements of CFW Communications
Company.
99.4.2* Audited financial statements and unaudited interim financial statements
of PrimeCo Personal Communications, L.P., Richmond Major Trading Area,
also referred to as Richmond-Norfolk PCS.
99.4.3* Audited consolidated financial statements and unaudited interim
consolidated financial statements of R&B Communications, Inc.
99.4.4* Audited financial statements and unaudited interim condensed financial
statements of Virginia PCS Alliance, L.C.
99.4.5* Audited Financial statements and unaudited interim condensed financial
statements of West Virginia PCS Alliance, L.C.
99.5 Press Release dated July 10, 2000 regarding the private placement of debt
securities.
* Information relates to a proposed private placement of debt securities.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CFW COMMUNICATIONS COMPANY
(Registrant)
By: /s/ Michael B. Moneymaker
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Michael B. Moneymaker
Senior Vice President and Chief Financial
Officer, Treasurer and Secretary
Date: July 10, 2000