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): October 10, 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 update certain information previously
filed by CFW Communications Company ("CFW") relating to certain previously
announced acquisitions and dispositions contemplated by CFW.
FORWARD-LOOKING STATEMENTS
This filing contains various "forward-looking statements," as defined in
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, that are based on the beliefs of
our management, as well as assumptions made by, and information currently
available to, our management. These forward-looking statements are based on
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 may lead to results that 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 the
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 the merger with R&B Communications, Inc.;
. 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," "plans,"
"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 are not obligated 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) Financial Statements and Pro Forma Financial Information.
Not applicable.
(b) Exhibits.
EXHIBIT DESCRIPTION
- ------- -----------
99.1 Unaudited Pro Forma Consolidated Financial Information of CFW
Communications Company
99.2.1 Selected Historical Financial and Operating Data and Management's
Discussion and Analysis - Richmond-Norfolk PCS
99.2.2 Selected Historical Financial and Operating Data and Management's
Discussion and Analysis - R&B Communications
99.2.3 Selected Historical Financial and Operating Data and Management's
Discussion and Analysis - The Virginia Alliance
99.2.4 Selected Historical Financial and Operating Data and Management's
Discussion and Analysis - The West Virginia Alliance
99.3.1 Unaudited interim financial statements of Richmond Major Trading Area,
also referred to as Richmond-Norfolk PCS
99.3.2 Unaudited interim consolidated financial statements of R&B
Communications, Inc.
99.3.3 Unaudited interim condensed financial statements of Virginia PCS
Alliance, L.C.
99.3.4 Unaudited interim condensed financial statements of West Virginia PCS
Alliance, L.C.
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: October 10, 2000