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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): April 30, 2003
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)
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
EXHIBIT DESCRIPTION
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99.1 Monthly operating report for the period commencing March 4, 2003
and ending March 31, 2003
ITEM 9. REGULATION FD DISCLOSURE.
As previously reported, on March 4, 2003, NTELOS Inc. (the "Company")
and certain of its subsidiaries filed voluntary petitions to reorganize under
Chapter 11 of title 11 of the United States Bankruptcy Code in the United States
Bankruptcy Court for the Eastern District of Virginia (the "Bankruptcy
Court")(Case No. 03-32094). On April 30, 2003, the Company filed its monthly
operating report for the period commencing March 4, 2003 and ending March 31,
2003 (the "Operating Report") with the Bankruptcy Court, a copy of which is
attached hereto as Exhibit 99.1.*
THE OPERATING REPORT CONTAINS INFORMATION THAT HAS NOT BEEN AUDITED OR REVIEWED
BY INDEPENDENT ACCOUNTANTS, HAS NOT BEEN PRESENTED IN ACCORDANCE WITH GENERALLY
ACCEPTED ACCOUNTING PRINCIPLES, AND MAY BE SUBJECT TO FUTURE RECONCILIATION AND
ADJUSTMENTS.
The Company cautions readers not to place undue reliance upon the
information contained in the Operating Report, which contains unaudited
information, and is in a format prescribed by the applicable bankruptcy laws.
There can be no assurance that the Operating Report is complete. The Operating
Report also contains information for a period which is shorter than those
contained in the Company's reports pursuant to the Securities Exchange Act of
1934, as amended. The information contained in the Operating Report might not be
indicative of the Company's financial condition or operating results for the
period that would be reflected in the Company's financial statements. Results
set forth in the Operating Report should not be viewed as indicative of future
results. The Company also cautions readers to read the Cautionary Statement
contained as part of the Operating Report.
While a plan of reorganization has not been submitted, the Company
anticipates that such a plan will result in the conversion of existing debt
securities into common ownership of the reorganized Company. The Company also
anticipates that the holders of common stock and preferred stock of the Company
will be entitled to little or no recovery. Accordingly, the Company anticipates
that all, or substantially all, of the value of all investments in the Company's
common stock and preferred stock will be lost.
The Company's objective for the plan of reorganization has been to
achieve the highest possible recoveries for all creditors and shareholders,
consistent with its ability to pay and the continuation of its business.
However, there can be no assurance that the Company will be able to attain these
objectives or achieve a successful reorganization, especially with respect to
achieving any recovery at all for shareholders. Further, it is very possible
that the liabilities of the Company will be found in the bankruptcy case to
exceed the fair value of its assets. This would result in claims being paid at
less than 100% of their face value and holders of equity securities being
entitled to little or no recovery and their claims being cancelled for little or
no consideration. At this time, it is not possible to predict the outcome of the
bankruptcy proceedings, in general, or the effect of such proceedings on the
business of the Company or on the interests of creditors and shareholders.
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* Certain attachments to the Operating Report are not included as part of
Exhibit 99.1, but are available at the office of the U.S. Trustee and the
Bankruptcy Court. In addition, the Company undertakes to furnish a copy of any
such omitted attachment to the Securities and Exchange Commission upon its
request.
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: May 1, 2003