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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
___ (Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
- --- ACT OF 1934
For fiscal year ended December 31, 1999
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OR
- ---
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______ to ____________________________________
Commission file number: 0-16751
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CFW COMMUNICATIONS COMPANY
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Virginia 54-1443350
- ------------------------------- ----------------------
(State or other jurisdiction of (I. R. S. employer
incorporation or organization) identification number)
P. O. Box 1990, Waynesboro, Virginia 22980
- ---------------------------------------- ---------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 540-946-3500
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of Each Class Name of Each Exchange on Which Registered
- ------------------- -----------------------------------------
None None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, no par value
- --------------------------------------------------------------------------------
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ( )
Aggregate market value of the voting stock held by non-affiliates of the
registrant as of February 28, 2000; $512,858,952. (In determining this figure,
the registrant has assumed that all of its directors and executive officers are
affiliates. Such assumption shall not be deemed conclusive for any other
purpose. The aggregate market value has been computed based upon the average of
the bid and asked prices as of February 28, 2000.)
CFW COMMUNICATIONS COMPANY FORM 10-K
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Common Stock, no par value
Outstanding March 1, 2000 13,062,252 shares
DOCUMENTS INCORPORATED BY REFERENCE
Information from the following documents has been incorporated by
reference in this report:
--- Annual Report to Shareholders for year ended December 31, 1999 -
PARTS I AND II
--- Proxy Statement for 1999 Annual Meeting of Shareholders - PARTS I
AND III
CFW COMMUNICATIONS COMPANY FORM 10-K
PART I
Item 1. BUSINESS
CFW Communications Company (CFW or the Company) is an
integrated communications provider. The Company provides a
broad range of products and services to business and
residential customers in Virginia, West Virginia, Kentucky
and Tennessee. These communications products and services
include digital personal communications services (PCS),
dial-up Internet access, high-speed data services such as
Digital Subscriber Line (DSL) and dedicated service, local
telephone, competitive local telephone services (CLEC) to
businesses, long distance, analog cellular, paging,
wireless and wireline cable television, directory
assistance, competitive access, and alarm monitoring
services.
The Company's strategy is to be a regional, integrated
provider of communications products and services to
customers within an expanding service area. The Company
has implemented this strategy through acquisitions,
investments in spectrum licenses and internal growth
through capital investment. In addition, the Company has
leveraged its existing switching platform and fiber optic
network by providing several services which utilize these
assets such as long distance directory assistance, long
distance services, cable television, local Internet
access, and various enhanced services such as Call Waiting
and Caller Identification. These activities continue to
contribute to growth in the Company's operating revenues.
In addition to these activities, the Company has commenced
offering CLEC to businesses and DSL Internet service in
eight markets within Virginia and West Virginia. The
Company will further expand its operations base and its
service offerings in Virginia and West Virginia in 2000.
The Company provides wireline services such as local
exchange and telephone service to customers in the cities
of Waynesboro, Clifton Forge and Covington, Virginia, and
the surrounding counties, and maintains approximately
37,900 access lines in these service territories. The
Company is a certified local exchange carrier in Virginia,
West Virginia and Tennessee and, with interconnection
agreements in place with three incumbent local telephone
providers (Bell Atlantic, GTE and Sprint), the Company
commenced providing competitive local telephone services
to businesses in Charlottesville, Harrisonburg and
Staunton, Virginia in late 1998. In late 1999, the Company
expanded this service offering to Lexington, Lynchburg and
Winchester, Virginia and Huntington and Charleston, West
Virginia.
In addition to its local telephone operations, the Company
owns and operates over 500 miles of fiber optic cable in
western and central Virginia. This fiber is connected to
and is a part of a fiber network managed by ValleyNet, in
which the Company is a partner using state-of-the-art
electronics, thus establishing a regional backbone for the
rapid deployment of broadband services beyond traditional
franchise boundaries. Additionally, ValleyNet's fiber
network is connected to Carolina FiberNet and, in 1998,
the ValleyNet network was expanded to connect to the AEP
Communications network. This contiguous network serves ten
states and represents 5,000 miles of fiber cable. CFW also
leases capacity on this network to long distance carriers
and provides private network facilities and local Internet
3
CFW COMMUNICATIONS COMPANY FORM 10-K
access. Continued expansion and enhancement of the network
infrastructure will facilitate the Company's ability to
further control its network operating costs in its CLEC,
Internet, and PCS businesses in an expanding region. In
March 2000, the company exchanged excess fiber capacity in
its fiber network in Virginia for an additional 261 miles
of fiber optic cable that extends its fiber network from
Roanoke, Virginia to Charleston, Beckley and Bluefield,
West Virginia. In addition, in the second quarter of 2000,
the Company anticipates completion of an additional 500
miles of fiber optic cable interconnecting the cities of
Lynchburg, Winchester, Danville and Martinsville,
Virginia.
The Company's Internet business services nearly 45,200
customers in 50 markets in Virginia, West Virginia,
Tennessee and North Carolina. This expansion has occurred
through acquisitions and internal growth. The Company had
two primary acquisitions in 1999. In August, the Company
acquired NetAccess, Inc. (Net Access) for approximately
$6.0 million. This acquisition added 13,500 subscribers in
18 markets. In October, the Company acquired substantially
all of the assets of Cornerstone Networks, Inc.
(Cornerstone) for $4.5 million and formed CFW Cornerstone,
Inc. (CFW Cornerstone). This acquisition added 9,000
subscribers in 4 markets. The Company acquired assets of
three other Internet Service Providers (ISP) for a total
of $1.9 million. These acquisitions increased the
Company's Internet customers by 6,600 subscribers. See
Note 6 to the Company's Consolidated Financial Statements
as found on page 27 of the Annual Report of CFW to its
Shareholders for the year ended December 31, 1999 which is
incorporated herein by reference.
The Company provides wireline cable services to 7,200
customers in Alleghany County, Virginia. During 1996, the
Company completed the rebuild and expansion of this
wireline system to a state-of-the-art hybrid fiber coaxial
(HFC) network with 750 MHz of capacity. This upgrade
provides better signal quality, expands the number of
channels and includes additional premium channels. This
HFC network provides the infrastructure to support
high-speed modems for service such as Internet and
provides the Company a platform to support voice, data and
video over a single wireline network.
The Company also currently provides wireless
communications products and services such as cellular,
personal communication services, paging and cable. The
Company owns approximately 84% of, and is the general
partner in, a limited partnership that provides cellular
service in Virginia RSA6, a cellular geographic area in
Western Virginia covering a population of approximately
200,000 and 75 miles of interstate highway. The Company
also is a 22% limited partner in the Virginia RSA5
partnership providing cellular service in the region
immediately south of RSA6.
The Company has a 21% common ownership interest in
Virginia PCS Alliance, L.C. (VA Alliance), a provider of
PCS serving a 1.6 million populated area in central and
western Virginia which commenced providing service in late
1997. In addition to the interest in the VA Alliance, the
Company also has a 45% common ownership interest in the
West Virginia PCS Alliance, L.C. (WV Alliance), a provider
of PCS serving a 2.0 million populated area in West
4
CFW COMMUNICATIONS COMPANY FORM 10-K
Virginia and eastern Kentucky, southwestern Virginia and
eastern Ohio. WV Alliance commenced providing PCS services
in late 1998. Finally, the Company has controlling
interests in additional PCS licenses covering an
additional 1.8 million populated area. The total aggregate
population covered by all PCS licenses owned by the
Company is approximately 5.4 million. Additional
information regarding these PCS investments is included in
Note 3 to the Company's Consolidated Financial Statements
as found on page 25 of the Annual Report of CFW to its
Shareholders for the year ended December 31, 1999 which is
incorporated herein by reference.
The Company owns and operates wireless cable systems in
the Charlottesville, Shenandoah Valley and Richmond,
Virginia markets. These systems currently provide wireless
cable service to approximately 11,100 customers. The
Company provides high-speed Internet service in the
Charlottesville market utilizing the wireless cable
spectrum.
CFW provides third-party operator-based directory
information services to customers of several
communications companies as well as to other business
customers. The Company currently handles more than 180,000
requests per average business day and provides employment
for approximately 400 directory assistance personnel. The
Company's largest directory assistance customer is AT&T
which accounts for 86% of total directory assistance
revenues, down from 94% in the prior year. A new
multi-year contract with AT&T commenced in January 2000.
During 1998, the Company invested in a national database
provider and, in late 1998, began offering national
directory assistance services. Prior to June 1999, the
Company had two operational calling centers dedicated to
these operations. During 1998 the Company purchased a
historically significant building in downtown Winchester,
Virginia which was renovated into a third calling center
and opened in June 1999. This additional center can
accommodate approximately 110 directory assistance
operator personnel. This facility provides additional
capacity and can be used to provide directory assistance
and call completion for other telecommunication companies.
The Company provides other communications services such as
alarm installation and monitoring, billing and collection
services to long distance carriers within the Company's
local telephone exchange, and a regional telephone
directory that is used by both its customers and customers
in neighboring local exchanges.
The percentage of total sales contributed by each class of
service is as follows:
1999 1998 1997
---- ---- ----
Wireline communications 59.8% 56.4% 58.4%
Wireless communications 18.4% 19.8% 19.9%
Directory assistance 16.4% 19.4% 17.9%
Other communications services 5.4% 4.4% 3.8%
Construction materials and equipment are furnished from
dependable suppliers. Delivery of materials and equipment
is being made on normal schedules. Programs have been
initiated by the registrant to conserve fuel and energy.
Regulations published by the Federal Energy Office give
high priority to telephone companies in the allocation of
fuel in the event of a shortage.
5
CFW COMMUNICATIONS COMPANY FORM 10-K
CFW Telephone Inc., a wholly-owned subsidiary, holds a
Certificate of Public Convenience and Necessity granted by
the State Corporation Commission of Virginia to provide
telephone services in its certificated area. CFW Telephone
Inc. also holds franchises granted by the cities of
Clifton Forge, Covington and Waynesboro which expire in
2021 and the town of Iron Gate which expires in 2024.
These franchises grant CFW Telephone Inc. the right to
place its poles and wires in the respective jurisdictions.
Historically, CFW Telephone Inc. has not had significant
competition from other providers over its core services.
However, due to the Telecommunications Act of 1996
(discussed further below) and, due to wireless
technological advances, the Company may be subject to
greater competition in the future.
CFW Network Inc., a wholly-owned subsidiary, operates a
fiber optic network which is unique to the area it serves.
It holds a Certificate of Public Convenience and Necessity
to provide interexchange services anywhere within the
Commonwealth of Virginia and in 1996 was granted a
Certificate of Public Convenience and Necessity to provide
competitive local exchange services in eleven counties and
ten cities in Virginia. In 1999, this certification was
extended to include the entire Commonwealth of Virginia.
The Company competes with other local telephone companies.
With respect to its carrier services business, competition
may occur in the future in the event service providers
build network facilities. In addition to CLEC and carrier
services, CFW Network Inc. is also an Internet service
provider (ISP) in 28 markets in Virginia.
As mentioned above, the Company acquired Net Access and
acquired substantially all of the assets of Cornerstone,
both of which provide dial-up and dedicated Internet
access, and high-speed access (through DSL and ISDN
technologies). In addition to being an ISP, Net Access
also operates as a CLEC through its wholly-owned
subsidiary, NA Communications, Inc. NA Communications,
Inc. is certified in certain parts of Southern Virginia
and Tennessee.
Through its wholly-owned subsidiaries providing Internet
services, the Company is an ISP in 50 markets throughout
Virginia, West Virginia and parts of Tennessee and North
Carolina.
CFW Cable of Virginia Inc., a wholly-owned subsidiary,
provides cable television service in primarily the same
franchised area as CFW Telephone Inc. provides local
telephone service in the Clifton Forge and Covington area.
Over-the-air broadcasting, direct broadcast satellite
service and other satellite-based services compete with
the Company's wireline cable system.
CFW Wireless Inc. (CFW Wireless), a wholly-owned
subsidiary, provides analog cellular and digital PCS
services in Virginia RSA6. CFW Wireless competes with
another cellular provider in Virginia RSA6 and also with
PCS providers. In 1998, the Company initiated filings with
6
CFW COMMUNICATIONS COMPANY FORM 10-K
the state of West Virginia to obtain certifications
necessary to provide CLEC services similar to those
granted to CFW Network Inc. for our Virginia CLEC
offering. Approval of these certificates in West Virginia
was granted in January 1999 and allows CFW Wireless to
provide CLEC services throughout the entire state.
Additionally, CFW Wireless obtained certification to
provide interexchange telecommunications resale services.
This certification allows the Company to provide long
distance services in West Virginia. Finally, CFW Wireless
is an ISP in West Virginia, servicing 6,000 subscribers.
The VA Alliance offers PCS, a 100% digital wireless
technology, throughout central and western Virginia. The
WV Alliance commenced providing PCS services in 1998 in
Charleston and Huntington, West Virginia and their
surrounding communities and, in the second quarter of
1999, expanded into the northern corridor, which includes
the cities of Clarksburg, Fairmont, and Morgantown, West
Virginia. PCS provides higher voice quality, longer
battery life, text messaging and more enhanced features
than cellular. PCS will initially compete with local
telephone and cellular providers through fixed wireline
replacement and mobility services.
CFW Cable Inc., a wholly-owned subsidiary holds FCC
licenses and lease arrangements with FCC licensees to
provide wireless cable service in the Lynchburg and
Winchester, Virginia markets and the Martinsburg, West
Virginia market, in addition to the Shenandoah Valley,
Charlottesville, and Richmond, Virginia markets which the
company currently serves. Conventional cable television
service and over-the-air-broadcasting, direct broadcast
satellite service and other satellite-based services
compete with the Company's wireless cable television
operations. Acquisitions of MMDS spectrum by Sprint Corp.
and MCI WorldCom are expected to accelerate development of
digital equipment for high-speed digital data, and
possibly voice, applications. Such high-speed applications
are expected to add further competition.
Financial information about industry segments required by
this item is incorporated herein by reference to Note 2 of
the Notes to Consolidated Financial Statements found on
pages 23 through 25 in the Annual Report of CFW
Communications Company to its Shareholders for the year
ended December 31, 1999.
In early 1996, Congress passed the Telecommunications Act
of 1996, aimed at increasing competition in
telecommunications services such as local telephone, cable
and long distance. The Company has developed a strategic
plan to capitalize on these opportunities and, as
previously stated, is now certified by the Virginia State
Corporation Commission to provide local telephone services
throughout Virginia. Additionally, the Company is
certified as a CLEC in West Virginia and Tennessee.
Seasonal effect on the business is not material; however,
directory assistance calling volume and roaming traffic is
typically higher in the summer months. No extended payment
terms are made to customers. Orders for installation of
services are being filled on a current basis. No material
part of the business is done with the Government. Research
and development is performed by the registrant's
suppliers. For the years ended December 31, 1999, 1998 and
7
CFW COMMUNICATIONS COMPANY FORM 10-K
1997, AT&T accounted for 20%, 28% and 34%, respectively,
of the registrant's consolidated revenues. These revenues
primarily consisted of carrier access charges for long
distance services, billing and collection services and
directory assistance.
The Company believes that it is in compliance with
federal, state and local provisions which have been
enacted or adopted regulating the discharge of materials
into the environment or otherwise relating to the
protection of the environment. The Company does not
anticipate any material effect on capital expenditures for
environmental control facilities at any time in the future
in order to maintain its compliance.
The Company employs 1,062 regular full-time and part-time
persons.
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR"
PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995
The Company desires to take advantage of the "safe harbor"
provisions of the Private Securities Litigation Reform Act
of 1995. The Company wishes to caution readers that these
forward-looking statements and any other forward-looking
statements made by the Company are based on a number of
assumptions, estimates and projections including but not
limited to, continuation of economic growth and demand for
wireless and wireline communications services;
continuation of current level of services for certain
material customers; reform initiatives being considered by
the FCC being relatively revenue neutral; significant
competition in the Company's telephone service area not
emerging in 2000; the impact on capital requirements and
earnings from new business opportunities and expansion
into new markets and anticipated competitive activity not
being greater than anticipated; and the achievement of
build-out, operational, capital, financing and marketing
plans relating to deployment of PCS services. Investors
are cautioned that any such forward-looking statements are
not guarantees of future performance and involve risks and
uncertainties, and that any significant deviations from
these assumptions could cause actual results to differ
materially from those in the above and other
forward-looking statements. Forward-looking statements
included herein are as of the date hereof and the Company
undertakes no obligation to revise or update such
statements to reflect events or circumstances after the
date hereof or to reflect the occurrence of unanticipated
events.
EXECUTIVE OFFICERS OF THE COMPANY
Name Office Age
----------------------------- -------------------------------------------------------- --------
J. W. Brownlee Vice President- Virginia Operations 59
W. C. Catlett Vice President- Strategy and Business Development 40
D. E. Lowe President- West Virginia Operations 58
D. R. Maccarelli President- Virginia Operations 47
M. B. Moneymaker Vice President and Chief Financial Officer, Treasurer 42
and Secretary
D. M. Persing Senior Vice President 48
J. S. Quarforth Chairman of the Board and Chief Executive Officer 45
C. A. Rosberg President and Chief Operating Officer 47
Information for Mr. Quarforth and Mr. Rosberg is included
under the heading "Election of Directors" in the Proxy
8
CFW COMMUNICATIONS COMPANY FORM 10-K
Statement of the registrant for its 1999 Annual Meeting of
Shareholders which is incorporated herein by reference.
Mr. Brownlee became Vice President- Virginia Operations in
1999 after serving as Vice President and Chief Operating
Officer - Wireline since January 1997. From January 1989
to December 1996, he served as Vice President - Telephone
Operations. Previously he served as Outside Plant
Engineering and Construction Manager from October 1978
until January 1989.
Mr. Catlett became Vice President - Strategy and Business
Development in January 1997 after serving as Director of
Business Development since January 1994. Previously, he
served as Planning and Regulatory Manager from April 1992
until January 1994 and Revenue Requirements Manager from
May 1990 until April 1992.
Mr. Lowe became President of West Virginia operations in
January 1998. Previously, he was employed by Charles Ryan
Associates, a public relations and advertising firm, from
January 1997 until December 1997. From August 1995 until
December 1996 he was self-employed as an independent
consultant. During a period of this time, he served as
President of Glade Springs LLC, a recreational resort and
residential development company. From 1963 through August
1995, Mr. Lowe was employed by Bell Atlantic, the last 2
1/2 years of which he served as President and Chief
Executive Officer for Bell Atlantic - West Virginia. He
held other executive level positions in operations,
advertising, corporate relations, external affairs, and
strategic planning during his 32-year telecommunications
career at Bell Atlantic.
Mr. Maccarelli became President of Virginia Operations in
July 1999. From January 1994 to June 1999 he served as
Senior Vice President. From January 1993 to December 1993,
he served as Vice President - Network Services. From June
1974 to December 1992 he held numerous leadership
positions with Bell Atlantic. These positions encompassed
operations, engineering, regulatory and business
development.
Mr. Moneymaker became Vice President and Chief Financial
Officer, Treasurer and Secretary in January 1999. From
October 1995 to December 1998 he served as Vice President
of Finance. Previously, he was a Senior Manager for Ernst
and Young from October 1989 until October 1995.
Ms. Persing became Senior Vice President in January 1999.
From May 1998 to December 1998 she served as Vice
President- Human Resources. From December 1995 to March
1998, she was employed by PrimeCo Personal Communications
as Vice President of Customer Care. From June 1974 to
January 1994, she held numerous leadership positions with
AT&T. These positions encompassed customer care, directory
assistance, human resources, network engineering, software
development and large project management. From August 1994
to November 1995, she served as operations manager for
CFW's directory assistance operation.
9
CFW COMMUNICATIONS COMPANY FORM 10-K
Item 2. PROPERTIES
The Company owns its four exchange buildings and all
equipment therein in the cities of Clifton Forge,
Covington and Waynesboro and the rural community of Potts
Creek. The Company also owns a plant service center
building located approximately one mile from the
Waynesboro and Covington exchange buildings. The Company
owns its corporate headquarters building located in
Waynesboro, Virginia. Additionally, the Company owns two
15,700 square feet directory service centers, one located
in Clifton Forge, Virginia and the other located in
Waynesboro, Virginia. The Company owns a 14,400 square
foot building located adjacent to its directory service
center in Waynesboro, Virginia for purposes of housing its
main PCS operations. In 1998, the Company completed
construction of a 31,000 square foot building located
adjacent to its main PCS operations building for purposes
of housing its integrated customer care facilities. In
addition, in 1998 the Company completed construction of a
6,400 square foot retail store located in Waynesboro,
Virginia. All buildings are of masonry construction and
are in good condition. In 1998, the Company acquired a
33,000 square foot building located in Winchester,
Virginia. Approximately 17,500 square feet has been
renovated and is being used as our third directory
assistance call center. The remaining square footage,
which has not been renovated, is available for directory
assistance and other expansion needs.
Item 3. LEGAL PROCEEDINGS
None.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security
holders during the quarter ending December 31, 1999.
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Common Stock of the Company is listed in the NASDAQ
National Market. The number of registered shareholders
totaled 2,977 as of December 31, 1999, a decrease of 21
since December 31, 1998. The range of stock prices for the
two most recent fiscal years is included in a table under
the heading "Quarterly Review" on Page 38 of the Annual
Report of CFW Communications Company to its shareholders
for the year ended December 31, 1999 and is incorporated
herein by reference. The regular cash dividend paid for
each quarter of 1999 and 1998 was $0.11475 and $0.10875,
respectively, totaling $0.459 and $0.435 for the
respective years.
Item 6. SELECTED FINANCIAL DATA
The information included under the heading "Selected
Financial Data and Five Year Growth Comparison" on Page 39
of the Annual Report of CFW Communications Company to its
Shareholders for the year ended December 31, 1999 is
incorporated herein by reference.
10
CFW COMMUNICATIONS COMPANY FORM 10-K
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The "Management's Discussion and Analysis" found on Pages
33 through 37 of the Annual Report of CFW Communications
Company to its Shareholders for the year ended December
31, 1999 is incorporated herein by reference.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company has not entered into financial instruments
that subject the Company to material market risk.
Financial instruments in which the Company holds are
disclosed in Notes 4 and 5 to the Company's Consolidated
Financial Statements as found on pages 26 and 27 of the
Annual Report of CFW to its Shareholders for the year
ended December 31, 1999 and is incorporated herein by
reference.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Information required by this item is incorporated herein
by reference to the Annual Report of CFW Communications
Company to its Shareholders for the year ended December
31, 1999 as follows:
Financial statements and Independent Auditor's Report
found on Pages 16 through 32.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information included under the heading "Election of
Directors" in the definitive Proxy Statement of the
registrant for its 1999 Annual Meeting of Shareholders is
incorporated herein by reference.
Item 11. EXECUTIVE COMPENSATION
The information included under the heading "Summary
Compensation Tables" in the definitive Proxy Statement of
the registrant for its 2000 Annual Meeting of Shareholders
is incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information included under the headings "Election of
Directors" and "Related Transactions" in the definitive
Proxy Statement of the registrant for its 2000 Annual
Meeting of Shareholders is incorporated herein by
reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information included under the headings "Election of
Directors" and "Related Transactions" in the definitive
Proxy Statement of the registrant for its 2000 Annual
Meeting of Shareholders is incorporated herein by
reference.
11
CFW COMMUNICATIONS COMPANY FORM 10-K
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)1. Financial Statements
The following financial statements of CFW Communications Company
are incorporated by reference in Part II, Item 8 of this FORM
10-K:
Consolidated Balance Sheets at December 31, 1999 and 1998.
Consolidated Statements of Income for the years ended December 31,
1999, 1998, and 1997.
Consolidated Statements of Cash Flows for the years ended December
31, 1999, 1998, and 1997.
Consolidated Statements of Shareholders' Equity for the years
ended December 31, 1999, 1998, and 1997.
Notes to Consolidated Financial Statements.
Independent Auditor's Report.
2. Schedules
Financial information of subsidiaries not consolidated and 50
percent or less owned entities.
(a) The following financial statements of Virginia PCS
Alliances, L.C. are incorporated as Exhibit 99 of this
FORM 10-K:
Balance Sheets at December 31, 1999 and 1998.
Statements of Operations for the years ended December
31, 1999 and 1998.
Statements of Cash Flows for the years ended December
31, 1999 and 1998.
Statements of Members' Equity (deficit) for the years
ended December 31, 1999 and 1998.
Notes to Financial Statements.
Independent Auditor's Report.
(b) The following financial statements of West Virginia PCS
Alliances, L.C. are incorporated as Exhibit 99 of this
FORM 10-K:
Balance Sheets at December 31, 1999 and 1998.
Statements of Operations for the years ended December
31, 1999 and 1998.
Statements of Cash Flows for the years ended December
31, 1999 and 1998.
Statements of Members' Equity (deficit) for the years
ended December 31, 1999 and 1998.
12
CFW COMMUNICATIONS COMPANY FORM 10-K
Notes to Financial Statements.
Independent Auditor's Report.
3. Exhibits
(3.1) Articles of Incorporation are incorporated herein by
reference to Form 10-K, Exhibit 3, of CFW Communications
Company for the year ended December 31, 1995.
(3.1.1) Amendment to the Articles of Incorporation is
incorporated by reference to Form 10-K, Exhibit 3, of
CFW Communications Company for the year ended December
31, 1997.
(3.2) Amended and Restated Bylaws of CFW Communications
Company are filed herewith.
(4) Rights Agreement dated as of February 26, 2000 is
incorporated herein by reference to the Form 8-A,
Exhibit 4 dated February 29, 2000.
(10.1) The previously filed 1997 Stock Compensation Plan,
Non-Employee Directors' Stock Option Plan and 1997
Employee Stock Purchase Plan are hereby incorporated by
reference to the Company's Registration Statement on
Forms S-8. (Regis. Nos. 333-40753, 333-40751 and
333-45593, respectively). The previously filed 1988
Stock Option Plan is incorporated herein by reference to
the Company's Registration Statement on Form S-4.
(Regis. No. 33-20201) Annex IV.*
(10.2) Form of Letter Amending the 1997 Stock Compensation Plan
of CFW Communications Company is filed herewith.
(10.3) Amendment to the Executive Supplemental Retirement Plan
of CFW Communications Company is filed herewith.
(10.4) Form of Management Continuity Agreement of CFW
Communications Company is filed herewith.
(13) Annual Report of CFW Communications Company to its
shareholders for the year ended December 31, 1999 (See
Note 1).
(21) Subsidiaries of the registrant.
(23) Consent of McGladrey & Pullen, LLP.
(27) Financial Data Schedule for the year ended December 31,
1999.
(99) Financial Statements of Virginia PCS Alliances, L.C. and
for West Virginia PCS Alliances, L.C. for the year ended
December 31, 1999.
Note 1. With the exception of the information incorporated in
this Form 10-K by reference thereto, the Annual Report shall not
be deemed "filed" as part of this Form 10-K.
* Compensatory plan or arrangement required to be filed as an
exhibit to this report pursuant to item 14 Form 10-K.
13
CFW COMMUNICATIONS COMPANY FORM 10-K
(b) Reports on Form 8-K.
There were no reports on Form 8-K for the three months ended
December 31, 1999.
14
CFW COMMUNICATIONS COMPANY FORM 10-K
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
CFW COMMUNICATIONS COMPANY
Dated: March 30, 2000
By s/ J. S. Quarforth
-------------------------
J. S. Quarforth, Chairman
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated:
Chairman and
s/ J. S. Quarforth Chief Executive Officer,
- --------------------------- and Director March 30, 2000
J. S. Quarforth
President,
s/ C. A. Rosberg Chief Operating Officer,
- --------------------------- and Director March 30, 2000
C. A. Rosberg
s/ P. H. Arnold Director March 30, 2000
- ---------------------------
P. H. Arnold
s/ W. W. Gibbs, V Director March 30, 2000
- ---------------------------
W. W. Gibbs, V
s/ J. B. Mitchell, Sr. Director March 30, 2000
- ---------------------------
J. B. Mitchell, Sr.
s/ C. W. McNeely, III Director March 30, 2000
- ---------------------------
C. W. McNeely, III
s/ J. N. Neff Director March 30, 2000
- ---------------------------
J. N. Neff
s/ R. S. Yeago, Jr. Director March 30, 2000
- ---------------------------
R. S. Yeago, Jr.
Vice President and
s/ M. B. Moneymaker Chief Financial Officer,
- ----------------------- Treasurer and Secretary March 30, 2000
M. B. Moneymaker
15