EXHIBIT 99.1
For Immediate Release Investor Contact: Wesley B. Wampler
May 30, 2003 Director of Investor Relations
Phone: 540-949-3447
wamplerwes@ntelos.com
Media Contact: Mike Minnis
Public Relations Manager
Phone: 540-946-7290
minnism@ntelos.com
NTELOS FILES DISCLOSURE STATEMENT FOR ITS JOINT PLAN OF REORGANIZATION
Waynesboro, VA - May 30, 2003 - NTELOS Inc. today announced that it has filed
our Disclosure Statement in connection with its Chapter 11 case, which is
pending in the United States Bankruptcy Court for the Eastern District of
Virginia (the "Court"). The Court must approve the Disclosure Statement, which
provides details regarding the Joint Plan of Reorganization ("Plan"), before the
company can solicit votes on its Plan. Following Court approval of the
Disclosure Statement, the Plan - which has the support of the company's
creditors' committee - would become effective only after receiving the required
vote under bankruptcy law and confirmation by the Court. The company believes
that the Plan is consistent with the Plan Support Agreement the company entered
into with a majority of its bank lenders (the "Supporting Lenders") on April 10,
2003.
NTELOS and certain of its subsidiaries voluntarily filed for reorganization
under Chapter 11 of the U.S. Bankruptcy Code on March 4, 2003 in order to
complete development and implementation of a comprehensive financial
restructuring plan that would significantly reduce the company's debt.
James Quarforth, Chief Executive Officer of NTELOS, said, "The filing of our
Disclosure Statement is a major step towards our emergence from the Chapter 11
process. Equally important, working closely with our principal creditors, we
have developed a plan that meets our primary objective of positioning ourselves
for long-term success through a meaningful level of debt reduction."
Under the Disclosure Statement and Plan, as proposed and subject to approval by
the Court:
.. The reorganized company would sell $75 million aggregate principal amount
of new 9% convertible notes ("New Notes"), consistent with the terms of the
Subscription Agreement dated April 10, 2003. For more information regarding
the Subscription Agreement, including conditions to the consummation of
such agreement, please refer to the company's Form 8-K dated April 10,
2003.
.. As contemplated by the Plan Support Agreement, the reorganized company and
its subsidiaries would enter into a new credit agreement with the
Supporting Lenders on substantially the terms set forth in the Exit
Financing Term Sheet, which has been filed with the Securities and Exchange
Commission ("SEC"). For more information regarding the Plan Support
Agreement, which attaches the Exit Financing Term Sheet, including
conditions to the consummation of such agreements, please refer to the
company's Form 8-K dated April 10, 2003.
.. The reorganized company would issue substantially all of the new common
stock to holders of the company's senior notes, as detailed in the Plan.
Holders of subordinated notes would also receive new common stock under the
Plan.
.. Holders of preferred stock would receive warrants to purchase new common
stock of the reorganized company, as detailed in the Plan. Holders of
common stock would have no recovery.
Under the Plan, the reorganized company would pay holders of allowed claims in
cash, as detailed therein. The Disclosure Statement filed in connection with the
Plan also includes financial projections regarding the company's reorganized
business enterprise value, including support for the "best interests"
requirements for the Plan under the Bankruptcy Code, and events leading up to
and during the company's Chapter 11 case.
The company anticipates a July 1, 2003 date for a required Court hearing on the
Disclosure Statement.
The company is filing the Disclosure Statement and Plan on Form 8-K with the
SEC.
NTELOS Inc. (OTCBB: NTLOQ) is an integrated communications provider with
headquarters in Waynesboro, Virginia. NTELOS provides products and services to
customers in Virginia, West Virginia, Kentucky, Tennessee and North Carolina,
including wireless digital PCS, dial-up Internet access, high-speed DSL
(high-speed Internet access), and local and long distance telephone services.
Detailed information about NTELOS is available online at www.ntelos.com.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
Bankruptcy law does not permit solicitation of acceptances of the Plan until the
Court approves the Disclosure Statement relating to such Plan as providing
adequate information of a kind, and in sufficient detail, as far as is
reasonably practicable in light of the nature and history of the debtor and the
condition of the debtor's books and records, that would enable a hypothetical
reasonable investor typical of the holder of claims or interests of the relevant
class to make an informed judgment about the Plan. Accordingly, this
announcement is not intended to be, nor should it be construed as, a
solicitation for a vote on the Plan. The company will emerge from Chapter 11 if
and when the Plan receives the requisite stakeholder approval and is confirmed
by the Court.
This press release and oral statements made from time to time by representatives
of the company may contain "forward-looking statements" concerning the company's
future expectations, financial and operating projections, plans, strategies and
the trading market for its securities, including the company's ability to
finalize the terms of a plan of reorganization acceptable to the company's
senior noteholders and bank group. Forward-looking statements made by the
company are based on a number of assumptions, estimates and projections. These
statements are not guarantees of future performance and involve risks and
uncertainties, including those relating to (i) the impact of the bankruptcy
filing on the company's business, (ii) the interest of market makers and others
in maintaining an active market for the company's securities, (iii) the
company's ability to operate under debtor-in-possession financing, (iv) the
company's ability to develop, prosecute, confirm and consummate a plan of
reorganization, (v) the company's ability to maintain vendor, lessor and
customer relationships while in bankruptcy, (vi) the additional expenses
associated with bankruptcy as well as the possibility of unanticipated expenses,
and (vii) market conditions and competition in the communications industry
generally and those set forth in documents filed by the company with the
Securities and Exchange Commission, and any significant deviations from these
assumptions could cause actual results, performance or achievements of the
company to differ materially from those expressed or implied by such
forward-looking statements. The company undertakes no obligation to revise or
update such forward-looking statements to reflect current events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
These and other factors, including the terms of any plan of reorganization
ultimately confirmed, can affect the value of the debtors various pre-petition
liabilities and/or other equity securities. No assurance can be given as to what
values, if any, will be ascribed in the bankruptcy proceedings to each of these
constituencies.
As described in the company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2003, holders of the company's common stock should assume that
they will be entitled to no recovery under the plan of reorganization. In
addition, under certain conditions specified in the Bankruptcy Code, a plan of
reorganization may be confirmed notwithstanding its rejection by an impaired
class of creditors or equity holders and notwithstanding the fact that equity
holders do not receive or retain property on account of their equity interests
under the plan.
Accordingly, the company urges that appropriate caution be exercised with
respect to existing and future investments in the company's common stock or any
claims relating to pre-petition liabilities and/or other company securities.
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