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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, 1998
-----------------
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
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
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 22, 1999; $282,675,506. (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 22, 1999.)
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, 1999 13,016,988 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, 1998
PARTS I AND II
--- Proxy Statement for 1999 Annual Meeting of Shareholders - PARTS I
AND III
2
CFW COMMUNICATIONS COMPANY FORM 10-K
PART I
Item 1. BUSINESS
CFW Communications Company ("CFW" or the "Company") is a
diversified telecommunications provider offering a broad
range of integrated telecommunications products and
services to business and residential customers in Virginia
and West Virginia, through its wireline, wireless and
other operating divisions. The Company's products and
services include local telephone, long distance, personal
communications services (PCS), cellular, paging, wireless
and wireline cable television, directory assistance,
competitive access, local internet access, and alarm
monitoring and installation.
The Company's business strategy is to be a regional,
integrated, full-service provider of voice, data and video
communications products and services to customers within
an expanding service area. The principal components of the
Company's strategy include; (i) offering a full range of
communications products and services; (ii) focusing on
wireless communications, competitive local telephone
service (CLEC) and internet access; (iii) continuing its
tradition of delivering high quality service to its
customers; and (iv) expanding its geographic presence
throughout central and western Virginia, West Virginia and
surrounding states.
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
36,700 access lines in these service territories. The
Company is a certified local exchange carrier in an eleven
county area in central and western Virginia and, with
interconnection agreements in place with three incumbent
local telephone providers, the Company commenced providing
competitive local telephone services to businesses in
Charlottesville, Harrisonburg and Staunton, Virginia in
late 1998 and, in 1999, plans to expand this service
offering throughout central and western Virginia and in
the Huntington and Charleston, WV communities.
In addition to its local telephone operations, the Company
owns and operates over 450 miles of fiber optic cable in
western and central Virginia. This fiber is connected 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. During 1997 ValleyNet connected its
fiber network to Carolina FiberNet. In 1998, the ValleyNet
network was expanded to connect to the AEP Communications
network. This contiguous network serves ten states and
represents 4,500 miles of fiber cable. CFW also leases
3
CFW COMMUNICATIONS COMPANY FORM 10-K
capacity on this network to long distance carriers and
provides private network facilities and local internet
access. Continued expansion and enhancement of the network
infrastructure will facilitate the Company's ability to
further control its network operating costs as it
introduces CLEC and internet services and increases its
PCS customer base throughout the region. Accordingly, the
Company plans to add 500 miles of fiber in 1999 through a
joint fiber build.
The Company's internet business services nearly 8,000
customers in most of its Virginia markets and in the
Huntington and Charleston markets of West Virginia. The
Company plans to expand this service to its' remaining
Virginia markets of Danville and Martinsville, VA and to
Morgantown, Fairmont and Clarksburg, WV in 1999.
The Company purchased the Alleghany County wireline cable
system from Sammons Communications Company, Inc. in mid
year 1995 and now operates a traditional coaxial cable
system and services 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 throughout central and western Virginia. The Company
also has a 45% common ownership interest in the West
Virginia PCS Alliance, L.C. (WV Alliance), an owner of PCS
radio spectrum licenses for most of West Virginia and
parts of eastern Kentucky, southwestern Virginia and
eastern Ohio that commenced providing PCS services in
Charleston and Huntington in late 1998. Additional
information regarding these PCS investments is included in
Note 3 to the Company's Consolidated Financial Statements
as found on pages 22 and 23 of the Annual Report of CFW to
its Shareholders for the year ended December 31, 1998 and
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 12,000 customers. The
4
CFW COMMUNICATIONS COMPANY FORM 10-K
Company provides high-speed internet service in the
Charlottesville market which utilizes the wireless cable
spectrum. The Company expects to launch similar services
in its remaining wireless cable markets during 1999.
CFW provides operator based directory information services
for AT&T customers requesting phone numbers in the
mid-Atlantic states. The Company also provides directory
services to its PCS customers and GTE wireless customers
in Virginia and Pennsylvania. The Company currently
handles more than 220,000 requests per business day and
provides employment for approximately 450 directory
assistance personnel. The contract with AT&T commenced on
December 1, 1994 and has an initial term of five years.
During 1998 the Company commenced providing national
directory assistance services to a new customer and also
invested in a national database provider. The Company has
two operational calling centers dedicated to these
operations. During 1998 the Company purchased a
historically significant building in downtown Winchester,
Virginia which is being renovated into a third calling
center. This additional center can accommodate
approximately 110 directory assistance operator personnel.
This facility provides additional capacity and can be used
to provide directory assistance for other
telecommunication companies, call completion and other
operator services. It is anticipated that this center will
be on-line in the second quarter of 1999.
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:
1998 1997 1996
---- ---- ----
Wireline communications 56.4% 58.4% 65.0%
Wireless communications 19.8% 19.9% 18.5%
Directory assistance 19.4% 17.9% 12.8%
Other communications services 4.4% 3.8% 3.7%
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 direct competitive forces 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
CLEC services in all or parts of the following Virginia
counties: Albemarle, Amherst, Augusta, Bedford, Campbell,
Frederick, Nelson, Roanoke, Rockbridge, Rockingham, and
Shenandoah, and in the following Virginia cities: Roanoke,
Lynchburg, Salem, Charlottesville, Harrisonburg, Bedford,
Lexington, Staunton, Winchester, and Buena Vista. The
Company will compete with other local telephone companies.
With respect to its carrier services business, competition
may occur in the future in the event other service
providers build network facilities.
CFW Cable of Virginia Inc., a wholly-owned subsidiary,
provides coaxial cable 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 may compete
with the Company's wireline cable system.
CFW Wireless Inc., 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 which offer
personal communication services (PCS). In 1998, the
Company initiated filings with 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.
Additionally, the Company obtained certification to
provide interexchange telecommunications resale services.
This certification allows the Company to roll out our long
distance services in West Virginia.
6
CFW COMMUNICATIONS COMPANY FORM 10-K
The Virginia PCS Alliance offers PCS, a new 100% digital
wireless technology, throughout central and western
Virginia. The West Virginia Alliance commenced providing
PCS services in 1998 in Charleston and Huntington, West
Virginia and their surrounding communities. 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, has FCC
licenses and lease arrangements with FCC licensees to
provide wireless cable service in the Shenandoah Valley,
Charlottesville, Richmond, Lynchburg, Winchester,
Virginia/Martinsburg, West Virginia markets. Conventional
cable television service and over-the-air-broadcasting,
direct broadcast satellite service and other
satellite-based services also may compete with the
Company's wireless cable television operations.
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 21 and 22 in the Annual Report of CFW Communications
Company to its Shareholders for the year ended December
31, 1998.
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 State
Corporation Commission to provide local telephone services
throughout the central and western portions of Virginia
and West Virginia.
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, 1998, 1997 and
1996, AT&T accounted for 28%, 34% and 24%, 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 748 regular full-time and part-time
persons.
7
CFW COMMUNICATIONS COMPANY FORM 10-K
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 1999; 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 58
W. C. Catlett Vice President- Strategy and Business Development 39
D. E. Lowe President- West Virginia Operations 57
D. R. Maccarelli Senior Vice President- Engineering and Carrier Services 46
M. B. Moneymaker Vice President and Chief Financial Officer, Treasurer 41
and Secretary
D. M. Persing Vice President- Human Resources 47
J. S. Quarforth President and Chief Executive Officer 44
C. A. Rosberg Senior Vice President and Chief Operating Officer 46
W. M. Zirkle President- Virginia Operations 41
Information for Mr. Quarforth and Mr. Rosberg is included
under the heading "Election of Directors" in the Proxy
Statement of the registrant for its 1998 Annual Meeting of
Shareholders and is incorporated herein by reference.
Mr. Brownlee became Vice President and Chief Operating
Officer - Wireline in January 1997 after serving as Vice
President - Telephone Operations since January 1989.
Previously he served as Outside Plant Engineering and
Construction Manager from October 1978 until January 1989.
8
CFW COMMUNICATIONS COMPANY FORM 10-K
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 Senior Vice President in January
1994 after serving as Vice President - Network Services
since January 1993. Previously, he served in the following
capacities for Bell Atlantic Corporation: as Director of
Fast Packet Services from April 1992 until December 1992;
as Director of Business Development from January 1992
until April 1992; and as Director of Network Planning from
December 1988 until January 1992.
Mr. Moneymaker became Vice President - Finance in October
1995. Previously he was a Senior Manager for Ernst and
Young from October 1989 until October 1995.
Ms. Persing became Vice President- Human Resources in May
1998. 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.
Mr. Zirkle became Vice President and Chief Operating
Officer - Wireless in February 1996 and became an
executive officer of the Company effective April 1997.
Previously he founded and was a principal, since 1990, in
Essex Communications Partners, Inc., a telecommunications
management and consulting firm serving the wireless
industry.
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. As discussed earlier, the Company
has acquired a historically significant, 33,000 square
foot building that was originally constructed in 1847.
This property is located in Winchester, Virginia.
Approximately 17,500 square feet is currently being
rehabilitated to accommodate a third directory assistance
center and an additional 500 square feet is being
rehabilitated as a retail store in the City's historic
pedestrian mall.
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, 1998.
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 2,998 as of December 31, 1998, an increase of 114
since December 31, 1997. The range of stock prices for the
two most recent fiscal years is included in a table under
the heading "Quarterly Review" on Page 35 of the Annual
Report of CFW Communications Company to its shareholders
for the year ended December 31, 1998 and is incorporated
herein by reference. The regular cash dividend paid for
each quarter of 1998 and 1997 was $0.10875 and $0.103,
respectively, totaling $0.435 and $0.412 for the
respective years.
10
CFW COMMUNICATIONS COMPANY FORM 10-K
The Company's 7.26% unsecured senior notes contain
restrictive covenants including restrictions relating to
the payment of dividends. Pursuant to the restrictions of
the senior notes, approximately $12.5 million of the
Company's consolidated retained earnings were available
for the payment of dividends at December 31, 1998.
Item 6. SELECTED FINANCIAL DATA
The information included under the heading "Selected
Financial Data and Five Year Growth Comparison" on Page 35
of the Annual Report of CFW Communications Company to its
Shareholders for the year ended December 31, 1998 is
incorporated herein by reference.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The "Management's Discussion and Analysis" found on Pages
30 through 34 of the Annual Report of CFW Communications
Company to its Shareholders for the year ended December
31, 1998 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 23 and 24 of the
Annual Report of CFW to its Shareholders for the year
ended December 31, 1998 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, 1998 as follows:
Financial statements and Independent Auditor's Report
found on Pages 14 through 29.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None
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.
11
CFW COMMUNICATIONS COMPANY FORM 10-K
Item 11. EXECUTIVE COMPENSATION
The information included under the heading "Summary
Compensation Tables" in the definitive Proxy Statement of
the registrant for its 1999 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 1999 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 1999 Annual
Meeting of Shareholders is incorporated herein by
reference.
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, 1998 and 1997.
Consolidated Statements of Income for the years ended December 31,
1998, 1997, and 1996.
Consolidated Statements of Cash Flows for the years ended December
31, 1998, 1997, and 1996.
Consolidated Statements of Shareholders' Equity for the years
ended December 31, 1998, 1997, and 1996.
Notes to Consolidated Financial Statements.
Independent Auditor's Report.
2. Exhibits
( 3) Articles of Incorporation and Bylaws, including all
other amendments thereto, are incorporated by
reference to Form 10-K, Exhibit 3, of CFW
Communications Company dated March 30, 1998.
12
CFW COMMUNICATIONS COMPANY FORM 10-K
(4.1) Original Note Agreement dated as of January 1, 1993
for $20,000,000 7.26% senior notes due January 1,
2008 is incorporated herein by reference to Form
10-K, Exhibit 4, of CFW Communications Company dated
March 24, 1993.
(4.2) Rights Agreement dated as of February 26, 1990 is
incorporated herein by reference to the Form 8-A,
Exhibit 1 dated March 5, 1990.
(10) 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.*
(13) Annual Report of CFW Communications Company to its
shareholders for the year ended December 31, 1998
(See Note 1).
(21) Subsidiaries of the registrant.
(23) Consent of McGladrey and Pullen, LLP.
(27) Financial Data Schedule for the year ended December
31, 1998.
(99) Financial Statements of Virginia PCS Alliances, L.C.
for the year ended December 31, 1998.
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.
(b) Reports on Form 8-K.
There were no reports on Form 8-K for the three months ended
December 31, 1998.
(d) Financial information of subsidiaries not consolidated and 50 percent or
less owned entities.
The following financial statements of Virginia PCS Alliances, L.C. are
incorporated by reference in Part II, Item 8 of this FORM 10-K:
Balance Sheets at December 31, 1998 and 1997.
Statements of Operations for the years ended December 31, 1998 and 1997.
Statements of Cash Flows for the years ended December 31, 1998 and 1997.
Statements of Members' Equity (deficit) for the years ended December 31,
1998 and 1997.
Notes to Financial Statements.
Independent Auditor's Report.
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, 1999
By s/ J. S. Quarforth
------------------------------------
J. S. Quarforth, President
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:
s/ R. S. Yeago, Jr. Chairman of the Board,
- ---------------------------- and Director March 30, 1999
R. S. Yeago, Jr.
President and
s/ J. S. Quarforth Chief Executive Officer,
- ---------------------------- and Director March 30, 1999
J. S. Quarforth
Senior Vice President,
s/ C. A. Rosberg Chief Operating Officer,
- ----------------------------
C. A. Rosberg and Director March 30, 1999
s/ C. P. Barger Director March 30, 1999
- ----------------------------
C. P. Barger
s/ W. W. Gibbs, V Director March 30, 1999
- ----------------------------
W. W. Gibbs, V
s/ J. B. Mitchell, Sr. Director March 30, 1999
- ----------------------------
J. B. Mitchell, Sr.
s/ C. W. McNeely, III Director March 30, 1999
- ----------------------------
C. W. McNeely, III
s/ J. N. Neff Director March 30, 1999
- ----------------------------
J. N. Neff
Vice President and
s/ M. B. Moneymaker Chief Financial Officer,
- ---------------------------- Treasurer and Secretary March 30, 1999
M. B. Moneymaker
15