SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 24, 2001
NTELOS INC.
(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 NTELOS Inc. ("NTELOS") relating to certain previously
announced acquisitions.
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:
o changes in industry conditions created by federal and state
legislation and regulations;
o successful integration of acquisitions;
o the achievement of build-out, operational, capital, financing and
marketing plans relating to deployment of PCS services;
o retention of our existing customer base and service levels and the
ability to attract new customers;
o continuation of economic growth and demand for wireless and wireline
communications services;
o rapid changes in technology;
o the competitive nature of the wireless telephone and other
communications services industries;
o adverse changes in the roaming rates we charge and pay;
o the capital intensity of the wireless telephone business and our
debt structure;
o our substantial debt obligations and our ability to service those
obligations;
o the cash flow and financial performance of our subsidiaries;
o restrictive covenants and consequences of default contained in our
financing arrangements;
o completion of the merger with R&B Communications, Inc.;
o opportunities for growth through acquisitions and investments and
our ability to manage this growth;
o the level of demand for competitive local exchange services in
smaller markets;
o Our ability to manage and monitor billing; and
o 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) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
EXHIBIT DESCRIPTION
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99.1 Unaudited pro forma consolidated financial information of
NTELOS Inc.
99.2 Unaudited interim condensed consolidated financial statements
of R&B Communications, Inc.
99.3 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.
NTELOS INC.
(Registrant)
By: /s/ Michael B. Moneymaker
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Michael B. Moneymaker
Senior Vice President and Chief
Financial Officer, Treasurer and
Secretary
Date: January 24, 2001
EXHIBITS INDEX
EXHIBIT DESCRIPTION
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99.1 Unaudited pro forma consolidated financial information of
NTELOS Inc.
99.2 Unaudited interim condensed consolidated financial statements
of R&B Communications, Inc.
99.3 Unaudited interim condensed financial statements of West
Virginia PCS Alliance, L.C.