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): February 13, 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 2. ACQUISITION OR DISPOSITION OF ASSETS.
On February 13, 2001, NTELOS Inc. ("NTELOS") closed its acquisition of
R&B Communications, Inc. ("R&B"), pursuant to an agreement and plan of merger
whereby a wholly-owned subsidiary of NTELOS merged with and into R&B, with R&B
surviving the merger as NTELOS' wholly-owned subsidiary.
R&B is an integrated communications provider offering a broad range of
products and services to business and residential customers in the Roanoke and
New River Valleys of Virginia. These communications products and services
include local and long distance telephone, dial-up and high-speed Internet
access, competitive local exchange access, paging and wireless cable television.
Pursuant to the merger agreement, at closing R&B's common stock
converted into the right to receive an aggregate of 3,716,400 shares of NTELOS
common stock which had a value as of the close of business on February 12, 2001
of $22.375 per share, representing consideration of $83,154,450.
The purchase price was the result of arm's-length negotiation between
NTELOS and R&B, based on NTELOS' evaluation of the fair market value of R&B's
business. NTELOS intends that the assets of R&B will be used by NTELOS in a
manner generally consistent with the use of such assets by R&B immediately prior
to the consummation of the acquisition.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
Audited consolidated financial statements of R&B Communications, Inc.
and West Virginia PCS Alliance, L.C. (incorporated herein by reference
to NTELOS' Prospectus dated November 6, 2000 filed pursuant to Rule
424(b)(3) on November 9, 2000)
Unaudited interim condensed consolidated financial statements of R&B
Communications, Inc. and West Virginia PCS Alliance, L.C. (incorporated
herein by reference to Exhibit 99.2 and Exhibit 99.3 of NTELOS' Form
8-K filed on January 24, 2001).
(b) Pro Forma Financial Information.
Unaudited pro forma financial information of NTELOS Inc. (incorporated
herein by reference to Exhibit 99.1 of NTELOS' Form 8-K filed on
January 24, 2001).
(c) Exhibits.
EXHIBIT NO. DESCRIPTION
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2.1 Agreement and Plan of Merger by and between R&B
Communications, Inc., R&B Combination Company and NTELOS
Inc. dated as of June 16, 2000 (incorporated herein by
reference to Annex A of NTELOS' Prospectus dated October 25,
2000 filed pursuant to Rule 424(b)(3) on October 31, 2000).
23.1 Consent of McGladrey & Pullen, LLP
23.2 Consent of Phibbs, Burkholder, Geisert and Huffman, LLP
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: February 13, 2001