As filed with the Securities and Exchange Commission on
December 16, 1996
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
for
Dividend Reinvestment and Stock Purchase Plan
(full title of the Plan)
CFW COMMUNICATIONS COMPANY
(Exact name of registrant as specified in its charter)
VIRGINIA 54-1443350
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
P. O. Box 1990
Waynesboro, Virginia 22980
(540) 946-3500
(Address and telephone number of registrant's principal executive
offices)
____________________
James S. Quarforth
President and Chief Executive Officer
CFW Communications Company
P. O. Box 1990
Waynesboro, Virginia 22980
(703) 946-3500
(Name, address and telephone number of agent for service)
Copy to:
David M. Carter, Esq.
Hunton & Williams
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219
(804) 788-8200
Approximate date of commencement of proposed sale to the public:
As soon as possible after the effective date of this
Registration Statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following box. X
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following box. __
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act of
1933, please check the following box and list the Securities Act
registration statement number of the earlier effective
registration for the same offering. __
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering. __
______________
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. __
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Each Maximum Maximum Amount
Class of Offering Aggregate of
Securities To Amount To Be Price Per Offering Registration
Be Registered Registered(1) Per Unit(2) Price(2) Fee
Common Stock, 500,000 shares $21.50 $10,750,000 $3,258
no par value
Preferred Share
Purchase
Rights(3) 500,000 rights N/A N/A N/A
(1) The maximum number of shares issuable to participants in
accordance with the terms and conditions of the Dividend
Reinvestment and Stock Purchase Plan and which are the subject of
this Registration Statement.
(2) Estimated solely for purposes of calculating the registration
fee in accordance with Rule 457(c) under the Securities Act of
1933.
(3) The Preferred Share Purchase Rights will be attached to and
will trade with shares of Common Stock.
<PAGE>
Prospectus
CFW Communications Company
Dividend Reinvestment and
Stock Purchase Plan
CFW Communications Company (the "Company") hereby offers to
holders of the Company's common stock the opportunity to
purchase, through reinvestment of dividends or by additional cash
payment, additional shares of common stock, on the terms, subject
to the conditions and at the prices herein stated.
Dividends reinvested will be applied to the purchase of shares of
common stock at 100% of the average market value. Participants
may make additional optional cash payments of not less than $50
per month and not more than $10,000 per quarter; such payments
will be applied to the purchase of shares at 100% of the average
market value.
This Prospectus relates to 500,000 shares of common stock of the
Company that have been registered for sale under the Dividend
Reinvestment and Stock Purchase Plan (the "Plan"). Please retain
this Prospectus for future reference.
The executive offices of the Company are located at 401 Spring
Lane, Suite 300, P.O. Box 1990, Waynesboro, Virginia 22980, and
its telephone number is (540) 946-3500.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities offered
herein to any person in any jurisdiction to whom or where such an
offer or solicitation is unlawful. No one has been authorized to
give any information or make any representations other than those
contained in this Prospectus in connection with this offering
and, therefore, any such information or representations must not
be relied upon as having been authorized by the Company. The
delivery of the Prospectus or any sale made under this offer
should not imply that the information in this Prospectus is
correct as of any time after the date of this Prospectus.
The date of this Prospectus is December 16, 1996.
<PAGE>
CFW COMMUNICATIONS COMPANY
DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
No dealer, salesman, or any other person has been authorized
to give any information or to make any representations other than
those contained in this Prospectus in connection with the offer
made by this Prospectus, and if given or made, such information
or representations must not be relied upon as having been
authorized by the Company. Neither the delivery of this
Prospectus nor any sale made hereunder shall under any
circumstances create an implication that there has been no change
in the affairs of the Company since the date hereof. This
Prospectus does not constitute an offer or solicitation by anyone
in any state in which such offer or solicitation is not
authorized or in which the person making such offer or
solicitation is not qualified to do so or to anyone to whom it is
unlawful to make such offer or solicitation.
____________________
TABLE OF CONTENTS
Page
The Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Purpose. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Enrollment . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Purchases and Price of Shares. . . . . . . . . . . . . . . . . 3
Reinvested Dividends . . . . . . . . . . . . . . . . . . . . . 4
Optional Cash Purchases. . . . . . . . . . . . . . . . . . . . 4
Dividends on Shares Held in Plan . . . . . . . . . . . . . . . 5
Account Statements . . . . . . . . . . . . . . . . . . . . . . 5
Certificates for Shares. . . . . . . . . . . . . . . . . . . . 5
Termination of Participation . . . . . . . . . . . . . . . . . 5
Administration . . . . . . . . . . . . . . . . . . . . . . . . 6
Voting of Shares Held Under the Plan . . . . . . . . . . . . . 6
Effects of a Stock Dividend, Stock Split or Common Stock Rights
Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Responsibility of the Administrator and the Company Under the
Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Interpretation and Regulation of the Plan. . . . . . . . . . . 6
Change in or Discontinuance of the Plan. . . . . . . . . . . . 7
Federal Income Tax Consequences of Participation in the Plan . 7
Address of the Administrator . . . . . . . . . . . . . . . . . 8
Inquiries Regarding the Plan . . . . . . . . . . . . . . . . . 8
Indemnification of Directors and Officers of the Company . . . 8
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . 9
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Available Information. . . . . . . . . . . . . . . . . . . . . 9
Incorporation of Documents by Reference. . . . . . . . . . . . 9
Authorization. . . . . . . . . . . . . . . . . . . . . . . . . 11
<PAGE>
The Plan
This Prospectus relates to 500,000 shares of common stock of
the Company that have been registered for sale under the Dividend
Reinvestment and Stock Purchase Plan. Shares of common stock for
participants may be purchased from the Company or in the open
market. First Union National Bank of North Carolina ("First
Union" or the "Plan Administrator") serves as the administrator
of the Plan.
Purpose
The Plan provides you with a simple and convenient way to
invest your cash dividends in additional shares of the Company's
common stock. As a participant in the Plan, you may purchase
shares of common stock at the market price with reinvested
dividends. You may also invest additional cash on a monthly
basis, making payments of not less than $50 per month or more
than $10,000 per quarter, to purchase common stock at the market
price. You receive free custodial services for the shares you
hold through the Plan. All administrative costs of the Plan will
be paid by the Company other than brokerage commissions on shares
purchased with reinvested dividends.
Shares may be acquired for the Plan in the open market on
any securities exchange where such shares are traded, in the
over-the-counter market or in negotiated transactions. Purchases
may be made on such terms as to price, delivery and otherwise as
the Company or its purchasing agent may determine. In addition,
the Company may issue shares from previously authorized but
unissued shares. Shares purchased from the Company will provide
it funds for general corporate purposes.
Eligibility
Shareholders are eligible to participate in the Plan with
respect to all, or less than all, of their shares. If your
shares are held by a broker or nominee and you want to
participate in the Plan, you must make appropriate arrangements
with your broker or nominee.
Enrollment
You may join the Plan by signing the enrollment form
attached to this Prospectus and returning it to the Plan
Administrator.
Your participation in the Plan will begin automatically with
the first dividend or cash payment after your signed
authorization form is received. Record dates are usually set the
first week of March, June, September and December. If your
enrollment form is received after the record date, that dividend
will be paid to you in cash and reinvestment of your dividends
will not begin until the next dividend payment date.
Costs
Participants in the Plan pay brokerage commissions on shares
purchased with reinvested dividends. All other administrative
costs of the Plan will be paid by the Company. If you ask that
your Plan shares be sold, you will pay certain charges as
explained in the "Termination of Participation" section of the
Prospectus.
Purchases and Price of Shares
The reinvestment of your dividends will be made on the
Company's dividend payment date each quarter. Dividend payment
dates (investment dates) for common stock are ordinarily the last
business day of March, June, September and December. Additional
cash payments may be submitted on a monthly basis. Investment of
your additional cash payments will be made on the dividend
payment dates or the last day of the month for those months
in which dividends are not paid (investment dates). You become
an owner of shares purchased under the Plan as of the investment
date. Purchases on behalf of the Plan made with each dividend
and/or cash contribution may be made on any securities exchange
where such shares are traded, in the over-the-counter market or
in negotiated transactions and may be made on such terms as to
price, delivery and otherwise as the Company or its purchasing
agent may determine. The Plan Administrator will commingle the
funds of all participants together in its name or in the name of
its nominee. The Company and the Plan Administrator will have no
responsibility for any fluctuations in the market price of the
shares acquired for a participant's account.
Reinvested Dividends
The number of shares purchased for you as a participant in
the Plan depends on the amount of your dividends (less any
applicable withholding taxes) and the purchase price of the
common stock. Your account will be credited with the number of
shares, including fractions computed to three decimal places,
equal to the total amount invested divided by the purchase price
per share.
Shares of common stock for participants may be purchased
from the Company or in the open market. The price you pay for
shares purchased from the Company with reinvested dividends will
be the average of the high and low trading price of the common
stock reported for the investment date, or if the investment date
is not a trading day, on the next following trading day. The
price per share for shares purchased in the open market with
reinvested dividends will be the average price of all shares
purchased for the Plan for that dividend period. Dividends under
the Plan will be invested as promptly as practicable and within
30 days unless sufficient shares of Company common stock are not
available on any securities exchange where such shares are
traded, in the over-the-counter market or in negotiated
transactions, in which event amounts may be invested after the
30-day period. Purchases under the Plan from time to time may
have to be temporarily curtailed or suspended to comply with
rules and regulations of the Securities and Exchange Commission.
Optional Cash Purchases
As a Plan participant, you may make additional cash payments
for the purchase of the Company's common stock on a monthly
basis. Payments must be at least $50 per month and not more than
$10,000 per quarter. You are not obligated to make any cash
payments, and if you choose to do so, you need not send the same
amount of money each month.
The price of shares purchased from the Company with optional
cash payments is the average of the high and low trading prices
of the common stock reported for the investment date, or if the
investment date is not a trading day, on the next following
trading day. The price per share for shares purchased in the
open market will be the average price of all shares purchased for
the Plan for the applicable period.
Cash payments must be received at least five trading days
prior to the last trading day of the month in order to be used to
purchase shares for your account that month. Any payment
received less than five business days before the investment date
will be held until the next investment date, and no interest or
similar consideration will be paid on optional cash payments
awaiting investment. Any payments not yet invested will be
refunded if a written request is received two business days
before the next investment date. Payments will be accepted at
any time.
Optional cash payments and other amounts received under the
Plan will be invested as promptly as practicable and within 30
days unless sufficient shares of common stock are not available
on any securities exchange where such shares are traded, in the
over-the-counter market or in negotiated transactions, in which
event amounts may be invested after the 30-day period. Purchases
under the Plan from time to time may have to be temporarily
curtailed or suspended to comply with rules and regulations of
the Securities and Exchange Commission.
Cash purchases may be made when you join the Plan by
enclosing a check or money order payable to First Union National
Bank of North Carolina with the authorization form. After you
are enrolled, please use the form provided with your account
statement when you make cash purchases.
Dividends on Shares Held in Plan
Dividends paid on shares held in the Plan (less any
applicable withholding taxes) will be credited to your Plan
account. Dividends are paid on both full and fractional shares
held in your account and are automatically reinvested in
additional shares of common stock.
Account Statements
You will receive a statement of your account as soon as
practicable after each investment date. These statements are
your continuing record of the cost of your purchase and should be
retained for income tax purposes. The Plan Administrator will
confirm to each participant purchases made on the participant's
behalf as soon as practical after each purchase is completed, but
no certificates will be issued for a participant's shares unless
the participant so requests it in writing, or the participant's
account is terminated. All such written requests will remain
in effect until revoked by the participant. Certificates for
fractional shares will not be issued.
The Company will send Form 1099 information statements to
participants notifying them of the amount of the dividends
reported by the Company to the Internal Revenue Service as being
paid to Participants. See "Federal Income Tax Consequences of
Participation in the Plan."
Certificates for Shares
Your shares will be held in the name of the Plan
Administrator or its nominee, as agent. The number of shares
purchased for your account under the Plan will be shown on your
statement of account. This feature protects against loss, theft
or destruction of stock certificates, permits ownership of
fractional shares, and reduces costs of the Plan (which are paid
by the Company).
Certificates for any number of whole shares credited to your
account will be issued in your name upon your written request.
Certificates for fractional shares will not be issued. Should
you want your shares registered and issued in a name different
from that on your Plan account, you must inform the Plan
Administrator in writing and comply with applicable transfer
requirements. If you wish to sell or pledge shares credited to
your account, you must first withdraw those shares from your
account.
Termination of Participation
You may discontinue reinvestment of dividends under the Plan
by notifying the Plan Administrator in writing. Written notice
should be sent to First Union National Bank of North Carolina.
Termination of your participation in the Plan will be treated as
a request for withdrawal of shares held in your account. To stop
reinvestment of dividends, a notice of termination must be
received at least 10 business days prior to the dividend record
date for the next dividend to be paid. Since you must be a
shareholder to participate in the Plan, disposition of all shares
registered in your name will terminate your Plan account
automatically.
Either the Plan Administrator or the Company may terminate
or amend the Plan by notice in writing mailed to each participant
within 30 days following any dividend payment date.
If you terminate participation in the Plan, or if the
Company terminates the Plan, you will receive a certificate for
the whole shares credited to your account under the Plan and a
check in the amount equal to the then current market price of any
fractional shares. If you should terminate participation and
request that any shares held in your account be sold, the Plan
Administrator will arrange for sale of your shares on the open
market as soon as practicable. Following sale, you will be sent
a check for the proceeds of the sale, less any applicable fees,
brokerage commissions and transfer taxes related to the sale of
shares.
Participation in the Plan will automatically terminate if
written notice of the death or adjudicated incompetency of a
participant is received by the Plan Administrator at least 10
days before the next dividend record date. Also, participation
in the Plan will automatically terminate if the participant
becomes subject to backup withholding on dividend payments by
direction of the Internal Revenue Service. Upon termination by
reason of timely notice of death or adjudicated incompetency, no
purchase of shares will be made for a participant's account and
shares and any cash dividends paid thereon will be retained by
the Plan Administrator, subject to these terms and conditions,
until such participant's legal representative will have been
appointed and will have furnished proof satisfactory to the Plan
Administrator of the representative's right to receive the same,
or until distribution can otherwise be made in any manner
permitted by law.
A participant who changes his address must promptly notify
the Plan Administrator. If a participant moves his residence to
a state where the shares offered pursuant to the Plan are not
registered or exempt from registration under applicable
securities laws, the participant will be deemed to have
terminated participation in the Plan.
Administration
First Union National Bank of North Carolina is the Plan
Administrator. As Administrator, First Union maintains records
and sends statements of your account to you. Shares of common
stock purchased under the Plan are registered in the name of
First Union or its nominee, as agent, and credited to the
accounts of participants.
Voting of Shares Held Under the Plan
All whole shares of common stock credited to a participant's
account under the Plan will be voted in accordance with a proxy
returned by the participant. Shares will not be voted if a proxy
is not returned.
Effects of a Stock Dividend, Stock Split or Common Stock Rights
Offering
Any stock dividends or split of shares distributed by the
Company on shares held in the Plan for a participant will be
credited to the participant's account.
If the Company makes rights to subscribe to additional
shares available to its shareholders, such rights will be based
on your total holdings, including those shares held in your Plan
account. Rights applicable to shares held in your Plan account,
however, will be sold by the Plan Administrator and the proceeds
applied as an optional cash payment to purchase common stock on
the next investment date. If you wish to exercise any such
rights, you will be able to do so only if you have requested that
certificates for shares held in your Plan Account be issued to
you prior to the record date for shareholders entitled to receive
such rights.
Responsibility of the Administrator and the Company Under the
Plan
Neither the Company nor the Plan Administrator will be
liable hereunder for any act done in good faith or for any good
faith omission to act. This includes, without limitation, any
claim of liability arising out of failure to terminate a
participant's account upon a participant's death, the prices at
which shares are purchased, the times when such purchases are
made or fluctuations in the market price of common stock.
Neither the Company nor the Plan Administrator can provide
any assurance of a profit or protection against loss on any
shares purchased under the Plan.
Interpretation and Regulation of the Plan
The Company reserves the right to interpret and regulate the
Plan as it deems necessary or desirable in connection with its
operation.
Change in or Discontinuance of the Plan
While the Company hopes to continue the Plan indefinitely,
it reserves the right to suspend or discontinue the Plan at any
time, including the period between a dividend record date and the
related dividend payment date. It also reserves the right to
make modifications to the Plan. You will be notified of any such
suspension, discontinuance or change. The Company reserves the
right to terminate any participant's participation in the Plan
at any time.
Federal Income Tax Consequences of Participation in the Plan
The following discussion summarizes the principal federal
income tax consequences, under current law, of participation in
the Plan. It does not address all potentially relevant federal
income tax matters, including consequences peculiar to persons
subject to special provisions of federal income tax law (such as
tax-exempt organizations, insurance companies, and foreign
persons). The discussion is based on various rulings of the
Internal Revenue Service regarding several types of dividend
reinvestment plans. No ruling, however, has been issued or
requested regarding the Plan. The following discussion is for
your general information only, and you are urged to consult your
own tax advisor to determine the particular tax consequences that
may result from your participation in the Plan and the
disposition of any shares of common stock purchased pursuant to
the Plan.
Reinvested Dividends
When your dividends are reinvested to acquire shares of
common stock (including any fractional share), you will be
treated as having received a distribution equal to the amount of
cash dividends otherwise payable to you. For example, if
dividends of $100 are reinvested under the Plan to acquire shares
of common stock with a fair market value of $100, the amount of
the distribution will be $100. When shares are acquired for you
under the Plan through open market purchases, the distribution
will include the amount of your allocable portion of any
brokerage commissions or other acquisition fees. For example, if
$100 of your dividends are reinvested to purchase shares of
common stock with a fair market value of $99 in the open market
under the Plan, with your portion of acquisition fees being $1,
the total amount of the distribution you will be treated as
receiving for federal income tax purposes will be $100. (The $1
figure in the preceding example is for purposes of illustration
only; it is not a representation or estimate of the amount or
percentage of brokerage commissions and other acquisition fees
that may be paid under the Plan.) The full amount treated as a
distribution to you generally will constitute a taxable dividend
for federal income tax purposes.
The initial tax basis of shares of common stock you acquire
with reinvested dividends will equal the amount of the
distribution you are treated as having received. Consequently,
your initial basis in a share acquired with reinvested dividends
will be the share's market value (as computed to determine the
per share purchase price) plus, if the share is acquired through
an open market purchase, the amount of any brokerage commissions
and other acquisition fees allocable to the share. The holding
period for shares of common stock acquired with reinvested
dividends will begin the later of the day after the dividend
reinvestment date or, in the case of open market purchases, the
purchase date. A whole share resulting from the acquisition of
two or more fractional shares on different dates will have a
split holding period, with the holding period for each fractional
component beginning the day after the dividend payment date, or
later purchase date, when the fraction was acquired.
Optional Cash Payments
The purchase of shares of common stock under the Plan with
your optional cash payments will not result in a distribution to
you for federal income tax purposes unless the purchase is made
in the open market. In the case of an open market purchase, you
will be treated as receiving a distribution equal to your portion
of brokerage commissions and any other acquisition fees paid by
the Company. The amount of any such distribution generally will
constitute a dividend. The initial tax basis in shares of common
stock acquired with an optional cash payment will be the
amount of the payment plus, if the shares are acquired through
an open market purchase, the amount of brokerage commissions and
other acquisition fees allocable to the shares. The holding
period for shares acquired with optional cash payments under the
Plan will begin the day after the investment date. A share
consisting of fractional shares purchased on different dates will
have a split holding period, with the holding period for each
fractional component beginning the day after its investment date.
Receipt of Share Certificates and Cash
You will not realize any income when you receive
certificates for whole shares credited to your account under the
Plan. Any cash received for a fractional share held in your
account will be treated as an amount realized on the sale of the
fractional share. You therefore will recognize gain or loss
equal to any difference between the amount of cash received for a
fractional share and your tax basis in the fractional share.
Similarly, if the Plan Administrator sells your shares pursuant
to your request upon termination of your participation in the
Plan, you will recognize gain or loss equal to the difference
between the amount you realize on the sale and your tax basis in
the shares. Gain or loss recognized on a sale of shares
(including a fractional share) from your account generally will
be capital gain or loss if you hold your shares of common stock
in the Plan as capital assets.
Address of the Administrator
Optional cash payments, change in name or address, and
notices of termination should be directed to:
First Union National Bank of North Carolina
Shareholder Services Group
230 South Tryon Street, 11th Floor
Charlotte, NC 28288-1153
Inquiries Regarding the Plan
Please address questions about the Plan and your
participation to:
CFW Communications Company
Investor Relations Department
P. O. Box 1990
Waynesboro, Virginia 22980
or call (540) 946-3500.
To Join the Plan:
Fill out and sign the authorization form. Be sure the
name(s) on the form are exactly the same as those on your stock
certificates. Once you have enrolled by returning the enclosed
authorization form, the service is automatic.
Indemnification of Directors and Officers of the Company
Directors and officers of the Company may be indemnified
against liabilities, fines, penalties, and claims imposed upon or
asserted against them. This indemnification covers all costs and
expenses reasonably incurred by a director or officer except for
matters as to which he is liable because of willful misconduct or
a knowing violation of criminal law. In addition, the Virginia
Stock Corporation Act and the Company's Articles of
Incorporation, under certain circumstances, limit the liability
of directors and officers in a shareholder or derivative
proceeding.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers,
or controlling persons of the Company pursuant to the foregoing
provisions, the Securities and Exchange Commission takes the
position that such indemnification is against public policy as
expressed in the Act and is therefore unenforceable.
Legal Matters
The legality of the Company Common Stock to be registered
and issued in connection with the Plan will be passed upon by
Hunton & Williams, 951 East Byrd Street, Richmond, Virginia
23219.
Experts
The consolidated financial statements of the Company
incorporated in this Prospectus by reference to the Company's
Annual Report on Form 10-K for the year ended December 31, 1995
have been so incorporated in reliance upon the report of
McGladrey & Pullen, LLP, independent auditors, incorporated
herein by reference, and upon the authority of said firm as
experts in accounting and auditing.
Available Information
The Company is subject to the information requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act") in accordance therewith, files reports, proxy statements
and other information with the Securities and Exchange Commission
(the "Commission"). Such reports, proxy statements, and other
information concerning the Company can be inspected, without
change, at the Commission's Public Reference Room at 450 Fifth
Street, NW, Washington, DC 20549, and the regional offices of the
Commission located at 7 World Trade Center, Suite 1300, New York,
New York 10043 and 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such material can be obtained from the
Public Reference Section of the Commission at 450 Fifth Street,
NW, Washington, DC 20549 at prescribed rates. The Commission
maintains a World Wide Web site on the Internet at
http://www.sec.gov that contains reports, proxy and information
statements, and other information regarding registrants that file
electronically with the Commission, including the Company. Such
reports, proxy statements and information concerning the Company
can also be inspected at the offices of the National Association
of Securities Dealers Stock Market, Reports Section, 1735 K
Street, N.W., Washington, D.C. 20006.
The Company has filed with the Commission a Registration
Statement on Form S-3 under the Securities Act of 1933, as
amended (the "Securities Act"). This Prospectus does not contain
all of the information set forth in the Registration Statement
and exhibits and schedules thereto, certain parts of which are
omitted in accordance with rules and regulations of the
Commission. For further information with respect to the Company
and the shares offered hereby, reference is made to the
Registration Statement, together with the exhibits and schedules
thereto, which may be inspected at the Public Reference Room of
the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549.
Incorporation of Documents by Reference
The following documents, filed with the Commission pursuant
to the Exchange Act, are incorporated by reference in this
Prospectus:
1. The Company's Annual Report on Form 10-K for the year
ended December 31, 1995.
2. The Company's Quarterly reports on Form 10-Q for the
quarters ended March 31, June 30, and September 30, 1996.
3. The description of common stock, no par value,
contained in the Company's Registration Statement under the
Exchange Act, including any amendment or report filed to update
the description.
All documents filed pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of the Prospectus and
before termination of this offering are incorporated by reference
into this Prospectus from the date of filing of those documents.
Anyone receiving a copy of this Prospectus may obtain, without
charge, a copy of any of the documents incorporated by reference,
except for the exhibits to the documents. Please mail your
request to:
CFW Communications Company
Investor Relations Department
P.O. Box 1990
Waynesboro, Virginia 22980
or call (540) 946-3500.
<PAGE>
CFW Communications Company
Authorization For
Dividend Reinvestment and Stock Purchase Plan
____________________
I hereby authorize CFW Communications Company (Company) to
appoint First Union National Bank of North Carolina (First Union)
as my agent to receive any cash dividends that may hereafter
become payable to me on shares of Company common stock registered
in my name and designated below, and authorize First Union, or
its agent First Union Brokerage Services, to apply such
dividends, together with any optional cash payments I may
properly make, to the purchase of full shares and fractional
interests in shares of the Company's common stock.
The undersigned hereby appoint(s) First Union as the agent of the
undersigned subject to the Terms and Conditions of Authorization
for the Plan set forth in the accompanying brochure, and hereby
authorize(s) First Union to apply all cash received by it on
behalf of the undersigned to purchase full and fractional shares
of common stock of CFW.
This authorization and appointment is given with the
understanding that the undersigned may terminate at any time by
giving written notice to First Union National Bank. Such
termination will become effective as provided in the Terms and
Conditions.
Check one box only:
__ DIVIDEND REINVESTMENT - I wish to apply dividends on all
common stock registered in my name to the purchase of additional
common shares.
__ PARTIAL DIVIDEND - I wish to reinvest the dividends on
__________ shares registered in my name.
Check this box if you wish to make a cash contribution at any
time.
__ CASH OPTION - I wish to make optional cash contributions to
the Plan in the initial amount of $ ____________.
I understand that the amount of this contribution may vary and I
am under no obligation to make any cash contribution whatsoever.
SIGNATURE OF REGISTERED OWNER(S)__________________________
Date_____________ Telephone Number (Area Code)____________
Social Security Number ___________________________________
Print Name(s) ____________________________________________
THIS IS NOT A PROXY
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Securities and Exchange Commission Registration Fee $3,621
Nasdaq National Market Fee --
Legal Fees 5,000
Accounting Fees 1,000
Printing 5,000
Blue Sky Fees and Expenses --
Miscellaneous Expenses 1,379
Total $16,000
Item 15. Indemnification of Directors and Officers.
The Virginia Stock Corporation Act permits, and the
registrant's Bylaws require, indemnification of the registrant's
directors and officers in a variety of circumstances, which may
include indemnification for liabilities under the Securities Act.
Under Sections 13.1-697 and 13.1-702 of the Virginia Stock
Corporation Act, a Virginia corporation generally is authorized
to indemnify its directors and officers in civil or criminal
actions if they acted in good faith and believed their conduct to
be in the best interests of the corporation and, in the case of
criminal actions, had no reasonable cause to believe that the
conduct was unlawful. The registrant's Bylaws require
indemnification of directors and officers with respect to certain
liabilities, expenses and other amounts imposed upon them by
reason of having been a director or officer, except in the case
of willful misconduct or a knowing violation of criminal law. In
addition, the registrant carries insurance on behalf of
directors, officers, employees or agents that may cover
liabilities under the Securities Act. The registrant's Bylaws
also provide that, to the full extent the Virginia Stock
Corporation Act (as it presently exists or may hereafter be
amended) permits the limitation or elimination of the liability
of directors and officers, no director or officer of the
registrant shall be liable to the registrant or its shareholders
for monetary damages with respect to any transaction, occurrence
or course of conduct. Section 13.1-692.1 of the Virginia Stock
Corporation Act presently permits the elimination of liability of
directors and officers in any proceeding brought by or in the
right of the registrant or brought by or on behalf of
stockholders of the registrant, except for liability resulting
from such person's having engaged in willful misconduct or a
knowing violation of the criminal law or any federal or state
securities law, including, without limitation, any unlawful
insider trading or manipulation of the market for any security.
Sections 13.1-692.1 and 13.1-696 to -704 of the Virginia Stock
Corporation Act are hereby incorporated by reference herein.
Item 16. Exhibits.
4.1 Articles of Incorporation, as amended (filed as Exhibit
3.1 to the registrant's Annual Report on Form 10-K for the year
ended December 31, 1995, and incorporated herein by reference)
4.2 Bylaws, as amended (filed as Exhibit 3.2 to the
registrant's Annual Report on Form 10-K for the year ended
December 31, 1995, and incorporated herein by reference)
4.3 Rights Agreement, dated as of February 26, 1990,
between the Company and First Union National Bank of North
Carolina (filed as Exhibit 4.1 to the registrant's Current Report
on From 8-K dated February 26, 1990, and incorporated herein by
reference)
5 Opinion of Hunton & Williams (filed herewith)
24.1 Consent of McGladrey & Pullen, LLP (filed herewith)
24.2 Consent of Hunton & Williams (included in Exhibit 5)
25 Power of Attorney (located on page II-5)
Item 17. Undertakings.
The undersigned Registrant hereby undertakes as follows:
1. To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement.
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which is registered) and any
deviation from the low or high and of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20
percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement.
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the registration statement is on Form S-3 or Form
S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
2. That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
3. To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
4. That for the purposes of determining any liability
under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Waynesboro, Commonwealth of Virginia, on December 16,
1996
CFW COMMUNICATIONS COMPANY
(Registrant)
By: /s/ James S. Quarforth
James S. Quarforth
President and Chief Executive
Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities indicated on December 16, 1996. Each
of the directors and/or officers of CFW Communications Company
whose signature appears below hereby appoints James S. Quarforth
and David M. Carter, and each of them severally, as his
attorney-in-fact to sign in his name and behalf, in any and all
capacities stated below and to file with the Commission, any and
all amendments, including post-effective amendments to this
registration statement, making such changes in the registration
statement as appropriate, and generally to do all such things in
their behalf in their capacities as officers and directors to
enable CFW Communications Company to comply with the provisions
of the Securities Act of 1933, and all requirements of the
Securities and Exchange Commission.
Signature Title
/s/ James S. Quarforth President and Chief Executive
James S. Quarforth Officer and Director
(Principal Executive Officer)
/s/ Michael B. Moneymaker Vice President - Finance
Michael B. Moneymaker (Principal Financial Officer)
/s/ Christina S. Smith Vice President-Administration,
Christina S. Smith Treasurer and Secretary
(Principal Accounting Officer)
/s/ C. Phillip Barger Director
C. Phillip Barger
/s/ William Wayt Gibbs, V Director
William Wayt Gibbs, V
/s/ C. Wilson McNeely, III Director
C. Wilson McNeely, III
/s/ John B. Mitchell Director
John B. Mitchell
/s/ John N. Neff Director
John N. Neff
/s/ Carl A. Rosberg Senior Vice President
Carl A. Rosberg and Director
/s/ Meredith E. Yeago Director
Meredith E. Yeago
/s/ Robert S. Yeago, Jr. Chairman of the Board
Robert S. Yeago, Jr.
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
4.1 Articles of Incorporation, as amended
(filed as Exhibit 3.1 to the
registrant's Annual Report on Form 10-K
for the year ended December 31, 1995,
and incorporated herein by reference)
4.2 Bylaws, as amended (filed as Exhibit 3.2
to the registrant's Annual Report on
Form 10-K for the year ended December
31, 1995, and incorporated herein by
reference)
4.3 Rights Agreement, dated as of February
26, 1990, between the Company and First
Union National Bank of North Carolina
(filed as Exhibit 4.1 to the
registrant's Current Report on Form 8-K
dated February 26, 1990, and
incorporated herein by reference)
5 Opinion of Hunton & Williams (filed
herewith)
24.1 Consent of McGladrey & Pullen, LLP
(filed herewith)
24.2 Consent of Hunton & Williams (included
in Exhibit 5)
25 Power of Attorney (located on page II-5)
Exhibit 5
File No.: 21043.1
Direct Dial: (804) 788-7216
December 16, 1996
Board of Directors
CFW Communications Company
401 Spring Lane, Suite 300
Waynesboro, Virginia 22980
Registration Statement on Form S-3
CFW Communications Company
Dividend Reinvestment and Stock Purchase Plan
Ladies and Gentlemen:
We are acting as counsel for CFW Communications Company (the
"Company") in connection with its registration under the
Securities Act of 1933 of 500,000 shares of its common stock (the
"Shares") which are proposed to be offered and sold as described
in the Company's Registration Statement on Form S-3 for the
Company's Dividend Reinvestment and Stock Purchase Plan (the
"Registration Statement") to be filed with the Securities and
Exchange Commission (the "Commission") on December 16, 1996.
In rendering this opinion, we have relied upon, among other
things, our examination of such records of the Company and
certificates of its officers and of public officials as we have
deemed necessary.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation duly incorporated, validly
existing and in good standing under the laws of the Commonwealth
of Virginia.
2. The Shares have been duly authorized and, when the
Shares have been offered and sold as described in the
Registration Statement, will be legally issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement.
Very truly yours,
HUNTON & WILLIAMS
Exhibit 24.1
CONSENT OF McGLADREY & PULLEN, LLP
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-3 of our report dated February
9, 1996, appearing on page 27 of the annual report to
shareholders' of CFW Communications Company and subsidiaries (the
Company) for the year ended December 31, 1995, which is
incorporated by reference in the annual report on Form 10-K of
the Company for the year ended December 31, 1995. We also
consent to the reference to our Firm under the caption "Experts"
in the prospectus.
MCGLADREY & PULLEN, LLP
Richmond, Virginia
December 16, 1996
