SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement ( ) Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
CFW COMMUNICATIONS COMPANY
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
(X) $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
( ) $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
( ) Fee paid previously with preliminary materials.
( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule, or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
CFW
COMMUNICATIONS COMPANY
- - -------------------------------------------------------------------------------
401 Spring Lane
Suite 300
JAMES S. QUARFORTH P. O. Box 1990
PRESIDENT AND Waynesboro, VA 22980
CHIEF EXECUTIVE OFFICER Telephone 540 946-3500
FAX 540 946-3595
March 14, 1996
Dear Shareholder:
You are cordially invited to attend our 1996 Annual Meeting of
Shareholders at 10:00 a.m. on Tuesday, April 16, 1996. The meeting will be held
at the Holiday Inn at the intersection of Route 275 and I-81, North of Staunton,
Virginia. Refreshments will be available between 9:30 a.m. and 10:00 a.m.
You will find complete information about the meeting in the enclosed
Notice and Proxy Statement. Your 1995 Annual Report is sent to you herewith.
We sincerely hope you will be able to be present at the meeting, but
whether or not you plan to attend, we request that you sign your Proxy Card and
mail it in the enclosed envelope. The prompt return of your Proxy will be
appreciated.
Sincerely,
James S. Quarforth
President and
Chief Executive Officer
<PAGE>
CFW
COMMUNICATIONS COMPANY
- - -------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Notice is Hereby Given that the Annual Meeting of Shareholders of CFW
COMMUNICATIONS COMPANY (the "Meeting") will be held at the Holiday Inn at the
intersection of Route 275 and I-81, North of Staunton, Virginia, on Tuesday,
April 16, 1996, at 10:00 a.m. for the following purposes:
(1) To elect one director for a one-year term expiring in 1997; and
(2) To elect one director for a two-year term expiring in 1998; and
(3) To elect three directors for three-year terms expiring in 1999; and
(4) To transact such other business as may properly come before the
meeting or any adjournment.
Only shareholders of Common Stock of record at the close of business on
February 26, 1996 will be entitled to vote at the Meeting.
By Order of the Board of Directors
C. S. Smith
Corporate Secretary
Waynesboro, Virginia
March 14, 1996
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. PLEASE SIGN,
DATE AND RETURN THE ENCLOSED PROXY CARD IN THE ACCOMPANYING POSTAGE-PAID
ENVELOPE SO THAT YOUR SHARES WILL BE REPRESENTED AT THE MEETING. SHAREHOLDERS
ATTENDING THE MEETING MAY PERSONALLY VOTE ON ALL MATTERS WHICH ARE CONSIDERED,
IN WHICH EVENT THE SIGNED PROXIES ARE REVOKED.
2
<PAGE>
CFW
COMMUNICATIONS COMPANY
- - -------------------------------------------------------------------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 16, 1996
This Proxy Statement is furnished to the Shareholders of CFW
Communications Company (the "Company") in connection with the solicitation of
proxies by the Board of Directors of the Company to be voted at the Annual
Meeting of Shareholders to be held at 10:00 a.m. on Tuesday, April 16, 1996, at
the Holiday Inn at the intersection of Route 275 and I-81, North of Staunton,
Virginia, and at any adjournment. The mailing address of the Company's Corporate
Office is 401 Spring Lane, Suite 300, P. O. Box 1990, Waynesboro, Virginia
22980. The Company's subsidiaries are Clifton Forge-Waynesboro Telephone
Company, CFW Network Inc., CFW Cellular Inc., CFW Communications Services Inc.,
CFW Cable Inc., CFW Cable of Virginia Inc., CFW Information Services Inc. and
CFW Licenses Inc.
Solicitations of proxies will be made by use of the United States mail
and may be made by direct or telephone contact by employees of the Company or
First Union National Bank of North Carolina. All solicitation expenses will be
borne by the Company. Brokerage houses and nominees will be requested to forward
the proxy materials to the beneficial holders of the shares held of record by
these persons and the Company will reimburse them for their reasonable charges
in this connection. Shares represented by duly executed proxies in the
accompanying form received by First Union National Bank of North Carolina prior
to the Meeting will be voted at the Meeting.
The Company does not know of any matters other than those referred to
in the accompanying Notice which are to come before the Meeting. If any other
matters are properly presented for action, the persons named in the accompanying
form of proxy will vote the proxy in accordance with their best judgment.
Where a shareholder directs in the proxy a choice with respect to any
matter that is to be voted on, that direction will be followed. If no direction
is made, proxies will be voted for the election of one Class I and one Class III
Director and the re-election of the three Class II Directors. Any person who has
returned a proxy has the power to revoke it at any time before it is exercised
by submitting a subsequently dated proxy, or by voting in person at the Meeting.
The close of business on February 26, 1996, has been fixed as the record date
(the "Record Date") for the Meeting and any adjournment. As of that date, there
were 12,981,843 Common Shares outstanding, each of which is entitled to one
vote. As of the Record Date, and on the date hereof, no person was known to the
Company to own of record or beneficially more than 5% of the outstanding shares
of Common Stock of the Company.
This Proxy Statement and enclosed proxy card are being mailed to
shareholders beginning on or about March 14, 1996. An Annual Report to
Shareholders including financial statements for the years ending December 31,
1995, 1994 and 1993 is enclosed.
ELECTION OF DIRECTORS
The names and employment histories of the five nominees, four current
Directors and Executive Officers are indicated in the following table. The
number and percentage of shares of Common Stock beneficially owned by each as of
the Record Date is also indicated.
Class I, Class II and Class III Directors are eligible for election at
the 1996 Annual Meeting of Shareholders. The nominees listed below are
Directors, initially appointed to the Board in December 1995, who have consented
to stand for election as Class I and Class III Directors of the Company to serve
one and two-year terms expiring at the 1997 and 1998 Annual Meeting of
Shareholders of the Company, respectively, and current Directors who have
consented to stand for re-election as Class II Directors of the Company to serve
three-year terms expiring at the 1999 Annual Meeting of Shareholders of the
Company. It is not anticipated that any nominee for election will become unable
to serve as a Director of the Company, but if any or all are unable to accept
nomination, it is intended that shares represented by proxies in the
accompanying form will be voted for the election of substitute nominees selected
by the Board of Directors. A quorum being present, the persons receiving a
plurality of the votes cast will be elected as Directors. Votes that are
withheld and shares held in street name that are not voted in the election of
directors will not be included in determining the number of votes cast. Unless
otherwise specified in the accompanying form of proxy, it is intended that votes
will be cast for the election of all of the nominees as directors.
3
<PAGE>
<TABLE>
<CAPTION>
Common Stock
Principal Occupation
Sole Voting and Business
and Invest- Percentage Experience for
Name ment Power Other (a) Total of Class Past 5 years
- - ---- ----------- --------- ----- ---------- ----------------
<S> <C> <C> <C> <C> <C>
CLASS I DIRECTORS -
Nominee for Election
C. Wilson McNeely, III 2,000 0 2,000 .02% President
Age 53 Eagle Corporation
Director since December 1995 (Manufacturer of concrete
products and distributor of
fuel oils))
Charlottesville, VA
CLASS II DIRECTORS -
Nominees for Election
John B. Mitchell, Sr. 1,413 3,139 4,552 .03% President
Age 55 Hammond-Mitchell, Inc.
Director since 1989 (Construction Contractor)
Covington, VA
James S. Quarforth 10,200 76,360 86,560 .66% President and Chief
Age 41 Executive Officer
Director since 1987 since May 1, 1990
(Formerly Executive Vice
President-Operations
from January 1, 1989 to
May 1, 1990)
CFW Communications
Company and Subsidiaries
Waynesboro, VA;
Director of Planters Bank
and Trust Company of
Virginia, Staunton, VA
and Director of
American Telecasting, Inc.,
Colorado Springs, CO
Carl A. Rosberg 6,548 44,550 51,098 .39% Senior Vice President
Age 43 since May 1, 1990
Director since 1992 (Formerly Vice President-
Administration since
January 1, 1989)
CFW Communications
Company and Subsidiaries
Waynesboro, VA and
Director of American
Telecasting, Inc.,
Colorado Springs, CO
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Common Stock
Principal Occupation
Sole Voting and Business
and Invest- Percentage Experience for
Name ment Power Other (a) Total of Class Past 5 years
- - ---- ----------- --------- ----- ---------- ----------------
<S> <C> <C> <C> <C> <C>
CLASS III DIRECTORS -
Nominee for Election
John N. Neff 100 800 900 .01% President and Chief
Age 44 Executive Officer
Director since December 1995 Nielsen Construction
Company/Nielsen Management
Group, Inc.
Harrisonburg, VA
CLASS I DIRECTORS -
Terms Expire 1998
C. Phillip Barger 173,736 896 174,632 1.33% Chairman
Age 67 E. W. Barger and Company
Director since 1963 T/A Barger Insurance
Waynesboro, VA
Meredith E. Yeago (b) 52,971 31,755 84,726 .65% Retired (Vice President
Age 73 and Treasurer until May 1,
Director since 1969 1989) CFW Communications
Company and Subsidiaries
Waynesboro, VA
CLASS III DIRECTORS -
Terms Expire 1997
William Wayt Gibbs, V 76,934 117,547 194,481 1.48% President and Chief
Age 55 Executive Officer
Director since 1977 Comprehensive
Computer Consultants
(Formerly President,
Shenandoah Microcomputer
Services, Inc.)
Staunton, VA
Robert S. Yeago, Jr. (b) 17,211 91,803 109,014 .83% Chairman of the Board
Age 71 (President and
Director since 1973 Chief Executive Officer
until May 1, 1990)
CFW Communications
Company and Subsidiaries
Waynesboro, VA
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Common Stock
Sole Voting
and Invest- Percentage
Name ment Power Other (a) Total of Class
- - ---- ----------- --------- ----- ----------
<S> <C> <C> <C> <C>
NON-DIRECTOR EXECUTIVE OFFICERS
Christina S. Smith 3,210 1,500 4,710 .04%
Age 35
David R. Maccarelli 655 14,050 14,705 .11%
Age 43
J. William Brownlee 33,012 14,300 47,312 .36%
Age 55
Michael B. Moneymaker 3,355 0 3,355 .03%
Age 38
All officers and
directors as a
group (14 persons) 381,582 397,950 779,532 5.94%
- - -------------------------------------------------------------------------------
</TABLE>
(a) Includes shares held by spouses, children, trusts and companies in which the
director or officer owns a controlling interest. Also includes 152,010 shares
subject to options exercisable within sixty days.
(b) Robert S. Yeago, Jr. is a first cousin to Meredith E. Yeago.
Based on a review of the forms and written representations received
by the Company pursuant to Section 16(a) of the Securities Exchange Act of
1934, the Company believes that during 1995 its directors and executive
officers complied with all applicable Section 16 filing requirements.
COMMITTEES OF THE BOARD
C. Phillip Barger, James S. Quarforth, Meredith E. Yeago and Robert S.
Yeago, Jr. comprise the Executive Committee of the Board. Two committee
meetings were held during 1995.
The Company has a standing Audit Committee, a Compensation Committee and
a Stock Option Committee. The Audit Committee, consisting of C. Phillip Barger,
William Wayt Gibbs, V, and Meredith E. Yeago, had three meetings in 1995 for the
purpose of approving the 1994 audit, reviewing audit procedures and recommending
an accounting firm to the Board to serve as independent public auditors to make
an audit of the financial statements of the Company for the year 1995 and to
perform certain non-audit services.
The Compensation Committee, consisting of C. Phillip Barger, John B.
Mitchell, Sr. and Robert S. Yeago, Jr., held one meeting during the year for the
purpose of determining wage and salary increases.
The Stock Option Committee, consisting of C. Phillip Barger, John B.
Mitchell, Sr. and Robert S. Yeago, Jr., held one meeting during the year for the
purpose of granting stock options to certain key employees of the Company.
During the year, the Chairman of the Board appointed a Board of
Directors Selection Committee consisting of John B. Mitchell, C. Phillip Barger,
James S. Quarforth and Robert S. Yeago, Jr. This committee met three times
during the year to consider and make a recommendation on the number of Board of
Director members and to prepare a list of names and qualifications to be
considered for future Board members.
The full Board of Directors has the responsibilities of a Nominating
Committee whose functions include consideration of the size, composition and
continuity of the Board. In carrying out its responsibilities, the Board will
consider candidates suggested by shareholders. Any shareholder recommendation
for a nominee for director at the 1997 Annual Meeting of Shareholders of the
Company, together with a description of the proposed nominee's qualifications,
relevant biographical information and the proposed nominee's signed consent to
serve if elected, should be submitted in writing to the Corporate Secretary of
the Company not later than February 13, 1997.
The Board of Directors held six regular meetings during 1995. All
directors, with the exception of C. Phillip Barger, attended more than 75% of
the meetings of the Board and committees of which he is a member. Mr. Barger
attended 63% of the meetings of the Board and committees of which he is a
member.
6
<PAGE>
SUMMARY COMPENSATION TABLES
The following tables set forth information as to compensation paid to
the chief executive officer and the next three most highly compensated executive
officers of the Company (the "Named Executives") for 1995, with comparisons to
1994 and 1993 information, as well as option grants and exercises for 1995:
EXECUTIVE COMPENSATION
<TABLE>
<CAPTION>
Long Term
Compensation
Annual Compensation Awards
- - --------------------------------------------------------------------------------
Name and Options/ All Other
Principal Position Year Salary Bonus SARs Compensation1/
- - ------------------ ---- ------ ----- ---- --------------
<S> <C> <C> <C> <C> <C>
James S. Quarforth 1995 $165,000 $46,077 6,000 $5,754
President & Chief 1994 150,000 38,931 6,000 5,835
Executive Officer 1993 137,500 38,640 6,400 4,346
Carl A. Rosberg 1995 118,308 22,223 4,000 5,371
Senior Vice President 1994 107,316 22,535 3,000 5,001
1993 95,016 21,041 4,500 3,316
David R. Maccarelli 1995 95,004 19,162 3,000 4,334
Senior Vice President 1994 89,000 15,858 3,000 4,162
1993 79,333 17,716 13,800 1,348
J. William Brownlee 1995 82,416 21,540 2,000 3,860
Vice President- 1994 78,816 17,479 2,000 3,185
Telephone Operations 1993 75,216 16,657 3,000 3,102
</TABLE>
1/ In 1995 the Company made contributions to the savings plan of $4,278 for
James S. Quarforth, $4,279 for Carl A. Rosberg, $3,439 for David R. Maccarelli,
and $3,291 for J. William Brownlee. In addition, the Company made group life
insurance premium payments of $1,476 for James S. Quarforth, $1,092 for Carl A.
Rosberg, $895 for David R. Maccarelli, and $569 for J. William Brownlee.
In 1994 the Company made contributions to the savings plan of $4,269 for
James S. Quarforth, $3,905 for Carl A. Rosberg, $3,243 for David R. Maccarelli,
and $2,910 for J. William Brownlee. In addition, the Company made group life
insurance premium payments of $1,566 for James S. Quarforth, $1,096 for Carl A.
Rosberg, $919 for David R. Maccarelli, and $275 for J. William Brownlee.
7
<PAGE>
OPTION/SAR GRANTS TABLE
Option/SAR Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Potential Real-
izable Value At
Assumed Annual
Rates of Stock
Price Appreciation
Individual Grants For Option Term
- - ----------------------------------------------------------------------------------- -------------------------------
% of Total
Options/ Options/SARs Exercise
SARs Granted to or Base
Granted(1) Employees in Price Expiration
Name (Shares) Fiscal Year Per Share Date 5%(2) 10%(2)
---- ---------- ------------ --------- ---- -- ---
<S> <C> <C> <C> <C> <C> <C>
James S. Quarforth 6,000 13.6% $19.375 06/26/2005 $73,109 $185,273
Carl A. Rosberg 4,000 9.0% 19.375 06/26/2005 48,739 123,515
David R. Maccarelli 3,000 6.8% 19.375 06/26/2005 36,555 92,636
J. William Brownlee 2,000 4.5% 19.375 06/26/2005 24,370 61,758
</TABLE>
(1) No SARs were granted in tandem with stock options.
(2) In order to realize the potential value set forth, the price per share of
the Company's common stock would be approximately $31.60 and $50.25,
respectively, at the end of the ten year option term. Over the last ten years,
the market price of the Company's stock has increased at a compounded annual
rate of 23%.
OPTION/SAR EXERCISES AND YEAR END VALUE TABLE
Aggregated Option/SAR Exercises in Last Fiscal Year, and FY-End Option/SAR Value
<TABLE>
<CAPTION>
Value of Unexercised
Number of Unexercised In-the-Money
Options/SARs at Options/SARs
FY-End (Shares) FY-End
Shares Acquired Value Exercisable/ Exercisable/
Name On Exercise Realized Unexercisable Unexercisable
---- ----------- -------- ------------- -------------
<S> <C> <C> <C> <C>
James S. Quarforth 3,444 $38,315 76,360 / 21,596 $667,854 / $6,457
Carl A. Rosberg 1,200 11,850 44,550 / 6,250 262,125 / 0
David R. Maccarelli 500 1,375 9,604 / 9,696 0 / 0
J. William Brownlee 6,132 78,950 22,300 / 3,500 99,650 / 0
</TABLE>
Closing price on December 31, 1995 was $17.625 and was used in calculating the
value of unexercised options.
8
<PAGE>
PENSION PLAN/DEFINED BENEFIT PLAN DISCLOSURE
The Company has a funded retirement plan (the "Retirement Plan") for its
employees. The benefit formula provides that the accrued benefit of a
participant will be equal to 1.23% times participant's highest average monthly
compensation times years of service plus 0.5% times participant's highest
average monthly compensation in excess of covered compensation times years of
service. The following table illustrates the amount of annual retirement
benefits payable under the Retirement Plan for an employee retiring in 1995 at
age 65 computed on a straight life annuity basis. Amounts listed are not subject
to any deduction for Social Security or other offset.
<TABLE>
<CAPTION>
Average Annual Annual Retirement Benefits Payable for
Compensation Respective Years of Service
------------ ---------------------------
10 years 20 years 30 years 40 years
-------- -------- -------- --------
<S> <C> <C> <C> <C>
$ 80,000 $12,550 $25,100 $ 37,650 $ 50,200
100,000 16,010 32,020 48,030 64,040
120,000 19,470 38,940 58,410 77,880
140,000 22,930 45,860 68,790 91,720
160,000 26,390 52,780 79,170 105,560
180,000 29,850 59,700 89,550 119,400
200,000 33,310 66,620 99,930 133,240
220,000 36,770 73,540 110,310 147,080
</TABLE>
The number of credited years of service for James S. Quarforth, Carl A.
Rosberg, David R. Maccarelli and J. William Brownlee is 16 years, 7 years, 3
years and 32 years, respectively.
The Company is utilizing insurance to fund supplemental retirement
benefits for certain of the named executive officers. The amount of the annual
benefit is based on the cash surrender value of the insurance policy payable
upon retirement at normal retirement age. The estimated annual benefits at
normal retirement age for James S. Quarforth, Carl A. Rosberg, David R.
Maccarelli and J. William Brownlee are $130,200, $36,700, $34,500 and $2,600,
respectively.
DIRECTOR COMPENSATION
Non-management directors receive a monthly retainer fee of $700 and $300
for each meeting attended. The Chairman of the Board receives an additional
monthly retainer fee of $500.
COMPENSATION COMMITTEE AND STOCK OPTION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
As members of the Compensation Committee and Stock Option Committee it
is our duty to monitor the performance and compensation of executive officers
and other key employees and to make appropriate recommendations and reports to
the Board concerning matters of executive compensation.
The Company maintains a compensation program designed to motivate,
retain and attract management, with incentives linked to financial performance
and enhanced shareholder value. The fundamental philosophy is to relate the
amount of compensation for an executive directly to his or her contribution to
the Company's success in achieving superior performance objectives. The
Company's executive compensation program consists of three components: 1) base
salary; 2) potential for annual incentive compensation based on Company
performance; and, 3) the opportunity to earn long-term stock-based incentives
which are intended to encourage achievement of superior long-term results and to
align executive officer interests with those of the shareholders. The base
salary element is developed based on the performance of the individual
executives with reference to industry, peer group and national surveys, with the
objective of having the Company's chief executive officer receive a level of
base salary similar to the average base salary of chief executives at similarly
sized technological service companies. Base salary levels of the Company's other
executive officers are established by reference to the chief executive officer's
salary, depending on the type and level of responsibility of the other
executives. The annual incentive compensation element is based on the Company's
attainment of certain levels of profitability, service and on the individual's
overall performance, all as set forth in the Company's annual
9
<PAGE>
management incentive plan. The criteria contained in the Company's annual
management incentive compensation plan is developed in conjunction with the
Company's annual business plan. The long-term stock-based element is developed
by reference to competitive practices and trends of other companies which use
stock options as a component of executive compensation. Long-term stock-based
incentives are given great weight in the Company's overall compensation mix in
order to incentivize executive officers to increase shareholder value.
Accordingly, the Committee has taken into account the amount and value of
options held by each of the executive officers when considering new grants to
assure that deserving executives have a significant equity participation in the
Company.
The Chief Executive Officer's total compensation increased by $22,146 or
11.7% in 1995 compared to 1994. A number of factors and criteria were utilized
by the Compensation Committee in evaluating the increase in total compensation.
Industry market surveys as well as individual performance were utilized to
determine the base salary increase of $15,000 or 10%. The incentive portion of
total compensation increased $7,146 or 18.4%, primarily as a result of the
strong financial performance of the Company. During 1995, the Company's
consolidated net operating revenues increased $11.3 million or 35%, operating
cash flows (operating income before depreciation and amortization) increased
$3.4 million or 20% and net income increased $0.9 million or 12%. The
Compensation Committee also considers the Chief Executive Officer's continued
leadership in advancing the Company's long-term strategic business goals.
Specifically, during 1995, the Company launched its directory assistance
business, acquired a coaxial cable television business, expanded wireless cable
into the Richmond, Virginia market, constructed competitive access fiber optic
facilities in the Harrisonburg and Charlottesville, Virginia markets and
successfully introduced new services such as prepaid calling cards and local
internet access.
Compensation Committee and
Stock Option Committee
R. S. Yeago, Jr.
C. Phillip Barger
John B. Mitchell, Sr.
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
Robert S. Yeago, Jr., a Director and member of the Compensation
Committee and Stock Option Committee of the Company, formerly served as
President and Chief Executive Officer.
10
<PAGE>
PERFORMANCE GRAPH
The following performance graph compares the performance of the
Company's Common Stock to the NASDAQ Composite Index and to the S&P
Telecommunications Index (which includes the seven Regional Bell Operating
Companies (RBOCS), GTE and ALLTEL) for the Company's last five fiscal years. The
graph assumes that the value of the investment in each scenario was $100 at
December 31, 1990 and that all dividends were reinvested in their respective
common stock issue in the month paid.
<TABLE>
<CAPTION>
1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
CFW Communications Company 100 132 175 250 211 185
NASDAQ Composite Index 100 161 187 215 210 296
S&P Telecom Index 100 134 178 202 184 247
</TABLE>
11
<PAGE>
FINANCIAL STATEMENTS
The Company's 1995 Annual Report to Shareholders contains audited
financial statements for 1995, 1994 and 1993 and the report of McGladrey &
Pullen, LLP thereon. Management's Discussion and Analysis of financial condition
and results of operations is also contained in this 1995 Annual Report.
INDEPENDENT PUBLIC ACCOUNTANTS
The firm of McGladrey & Pullen, LLP, P. O. Box 1276, Richmond, Virginia,
independent public accountants, audited the financial statements of the Company
for the fiscal year ending December 31, 1995, and no change is contemplated for
1996. A representative of McGladrey & Pullen, LLP is expected to be present at
the Annual Meeting and will be available to make a statement if he desires to do
so and to answer appropriate questions with respect to that firm's audit of the
Company's financial statements and records for the fiscal year ended December
31, 1995.
SHAREHOLDER PROPOSALS
In order for proposals of shareholders to be considered for inclusion in
the Proxy Statement and Proxy for the 1997 Annual Meeting of Shareholders, such
proposals must be received by the Corporate Secretary of the Company by February
13, 1997.
FORM 10-K
Upon written request to the Corporate Office of the Company, P. O. Box
1990, Waynesboro, Virginia 22980, shareholders will be furnished without charge
a copy of the Company's Annual Report on Form 10-K required to be filed with the
Securities and Exchange Commission, including the financial statements and the
schedules thereto for the most recent fiscal year.
Waynesboro, Virginia
March 14, 1996
<PAGE>
CFW COMMUNICATIONS COMPANY
PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby constitutes M. E. Yeago and C. S. Smith, or
either of them and proxies, with power of substitution in each, to act for the
undersigned with respect to all common stock of the undersigned at the Annual
Meeting of Shareholders to be held at the Holiday Inn at the intersection of
Route 275 and I-81, North of Staunton, Virginia, on Tuesday, April 16, 1996, at
10:00 a.m., or any adjournment thereof.
The Board of Directors recommends a vote "FOR" Proposal 1.
1. ELECTION OF DIRECTORS (one Class I, one Class III, and three Class II)
<TABLE>
<S> <C>
FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) to vote for all nominees listed below
</TABLE>
INSTRUCTION: To withhold authority to vote for any individual nominee
strike a line through the nominee's name in the list below.)
<TABLE>
<S> <C> <C> <C> <C>
C. Wilson McNeely, III John N. Neff John B. Mitchell, Sr. James S. Quarforth Carl A. Rosberg
(Class I) (Class III) (Class II) (Class II) (Class II)
</TABLE>
2. To vote on such other business, if any, that may properly come before the
meeting.
( ) Please check box if you plan to attend meeting.
------------------------------------
- - ----------------------------, 1996 ------------------------------------
Date (Please sign your name(s) exactly as
shown hereon.)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE
NOMINEES FOR ELECTION OF THE CLASS I , II and III DIRECTORS.
