SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
September 8, 2000
Date of Report (Date of earliest event reported)
SHENANDOAH TELECOMMUNCIATIONS COMPANY
(Exact name of registrant as specified in its charter)
Virginia 0-9881 54-116807
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
PO Box 459, Edinburg, Virginia 22824
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 540-984-4141
Not Applicable
(Former name or former address, if changed since last report.)
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Item 5. Other Events
On September 8, 2000, Shenandoah Telecommunications Company (Shenandoah) in
connection with its subsidiaries, Shenandoah Personal Communications
Company and Shenandoah Mobile Company, signed a Letter of Intent to sell
its GSM-based PCS network to VoiceStream Wireless Corporation and/or
its affiliates and Cook Inlet/VoiceStream GSM IV PCS LLC and/or its
affiliates. In addition to the network, Shenandoah also intends to sell to
the same parties its two 10-MHZ PCS licenses in the Winchester, VA Basic
Trading Area (BTA), and its 15-MHZ PCS license in the Harrisonburg, VA BTA.
The total transaction will be valued at approximately $6.5 million.
Shenandoah, a Sprint PCS network partner, will continue to be a CDMA-based
PCS provider as part of the Sprint PCS network. Proceeds from the sale of
the GSM network will be used to help fund the build-out of Shenandoah's
CDMA network, currently expanding in the Harrisburg, PA market area. The
Company and its subsidiaries will retain ownership of all of its presently
owned tower sites, and will lease space on these towers to VoiceStream and
its affiliates for the continued operation of the GSM network.
In June 2000, the Company recorded a one-time impairment charge in
anticipation of the sale of its GSM network. As a result, there are no
additional material earnings impacts anticipated from the transaction.
Closing of the transaction is subject to execution of a definitive
agreement, regulatory approvals, and other customary closing conditions.
This report contains forward-looking information. This information is
subject to certain risks and uncertainties that could cause actual results
to differ materially from those anticipated. Factors that might cause such
differences include, but are not limited to changes in the interest
environment; management's business strategy; national, regional, local
market conditions; and legislative and regulatory conditions. Readers
should not place undue reliance on this forward-looking information, which
reflect management's view only as of the date hereof. The Company
undertakes no obligation to publicly revise this forward-looking
information to reflect subsequent events or circumstances.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
SHENANDOAH TELECOMMUNICAITONS COMPANY
By:/s/ CHRISTOPHER E. FRENCH
Christopher E. French
President
Date: September 25, 2000
