UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
NTELOS Inc
(f/k/a CFW Communications Company)
__________________________
(Name of Issuer)
Common Stock
____________
(Title of Class of Securities)
67019 U 10 1
____________
(CUSIP Number)
November 30, 2000
__________________
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
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_____________________ _____________________
CUSIP No. 67019 U 10 1 13G Page 2 of 10 Pages
________________________________________________________________________________
1 Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(Entities Only)
MORGAN STANLEY DEAN WITTER & CO.
IRS # 393145972
________________________________________________________________________________
2 Check the Appropriate Box if a Member of a Group (a) [_]
(See Instructions) (b) [_]
________________________________________________________________________________
3 SEC Use Only
________________________________________________________________________________
Citizenship or Place of Organization
Delaware
________________________________________________________________________________
Number of 5 Sole Voting Power
Shares None
______________________________________________________
Beneficially 6 Shared Voting Power
Owned by 1,584,668(1)
______________________________________________________
Each 7 Sole Dispositive Power
Reporting None
______________________________________________________
Person With 8 Shared Dispositive Power
638,212 (2)
________________________________________________________________________________
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,584,668(1)
________________________________________________________________________________
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
Not Applicable
________________________________________________________________________________
11 Percent of Class Represented by Amount in Row (9)
10.8% (3)
________________________________________________________________________________
12 Type of Reporting Person (See Instructions)
IA, CO
________________________________________________________________________________
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_____________________ _____________________
CUSIP No. 67019 U 10 1 13G Page 3 of 10 Pages
________________________________________________________________________________
1 Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(Entities Only)
MORGAN STANLEY DEAN WITTER EQUITY FUNDING, INC.
IRS # 134017226
________________________________________________________________________________
2 Check the Appropriate Box if a Member of a Group (a) [_]
(See Instructions) (b) [_]
________________________________________________________________________________
3 SEC Use Only
________________________________________________________________________________
Citizenship or Place of Organization
Delaware
________________________________________________________________________________
Number of 5 Sole Voting Power
Shares None
______________________________________________________
Beneficially 6 Shared Voting Power
Owned by 1,584,668(1)
______________________________________________________
Each 7 Sole Dispositive Power
Reporting None
______________________________________________________
Person With 8 Shared Dispositive Power
638,212 (2)
________________________________________________________________________________
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,584,668(1)
________________________________________________________________________________
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
Not Applicable
________________________________________________________________________________
11 Percent of Class Represented by Amount in Row (9)
10.8% (3)
________________________________________________________________________________
12 Type of Reporting Person (See Instructions)
IA, CO
________________________________________________________________________________
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Page 4 of 10 Pages
(1) Represents (i) 582,656 shares of common stock issuable upon conversion
of certain preferred shares owned by Morgan Stanley Dean Witter Equity Funding,
Inc. ("MSDW Equity Funding"), (ii) 55,556 shares of common stock issuable upon
exercise of warrants owned by MSDW Equity Funding and (iii) 946,456 shares of
common stock issuable upon conversion of certain preferred shares owned by
Welsh, Carson, Anderson & Stowe VIII L.P. ("WCAS"), over which MSDW Equity
Funding has voting power pursuant to a proxy described in Item 4 below.
(2) Does not include 946,456 shares of common stock over which MSDW Equity
Funding has voting power pursuant to a proxy described in Item 4 below since
WCAS retains sole dispositive power and pecuniary interest over these shares.
(3) Based on a total of 13,129,653 shares of common stock outstanding as
of November 14, 2000 and gives effect to the conversion of all preferred shares
and exercise of all warrants beneficially owned by MSDW Equity Funding as of the
date hereof, as described in Item 4 below.
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Page 5 of 10 Pages
Item 1(a) Name of Issuer:
NTELOS Inc (f/k/a CFW Communications Company) (the "Issuer")
Item 1(b) Address of Issuer's Principal Executive Offices:
401 Spring Lane, Suite 300, Waynesboro, Virginia 22980
Item 2(a) Name of Person Filing:
The names of the persons filing this statement are (i) Morgan
Stanley Dean Witter & Co., a Delaware corporation ("MSDW") and
(ii) MSDW Equity Funding, a Delaware corporation that is a
wholly owned subsidiary of MSDW.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business and principal office of
MSDW is 1585 Broadway, New York, New York 10036. The address of
the principal business and principal office of MSDW Equity
Funding is c/o Morgan Stanley Dean Witter & Co., 1585 Broadway,
New York, New York 10036.
Item 2(c) Citizenship:
See Item 4 of the cover page pertaining to each reporting
person.
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
67019 U 10 1
Item 3. Not applicable since this statement is filed pursuant to Rule
13d-1(c).
Item 4. Ownership.
(a) Amount Beneficially Owned:
See Item 9 of the cover page pertaining to each reporting
person.
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Page 6 of 10 Pages
This figure represents (i) 582,656 shares of common stock issuable upon
conversion of shares of Senior Cumulative Convertible Preferred Stock, Series B
("Series B Preferred") and Senior Cumulative Convertible Preferred Stock, Series
C ("Series C Preferred") owned by MSDW Equity Funding, (ii) 55,556 shares of
common stock issuable upon exercise of warrants owned by MSDW Equity Funding
and (iii) 946,456 shares of common stock issuable upon conversion of shares of
Series B Preferred and Series C Preferred owned by Welsh, Carson, Anderson &
Stowe VIII L.P. ("WCAS"), over which MSDW Equity Funding has voting power
pursuant to a proxy described below.
On November 30, 2000, WCAS, with the consent of MSDW Equity Funding,
executed a proxy (the "Proxy") pursuant to Section 13.1-663 of the Virginia
Stock Corporation Act of the State of Virginia, appointing MSDW Equity Funding
as its proxyholder with full power to represent and vote in its sole discretion
a number of votes currently equal to the votes of 946,456 shares of common stock
of the Issuer issuable upon conversion shares of Series B Preferred and Series C
Preferred owned by WCAS at any and all annual and/or special meetings of
shareholders of the Issuer, until such time as certain events occur as set forth
in the Amended and Restated Shareholders Agreement (the "Shareholders'
Agreement") dated as of October 23, 2000 among the Issuer, WCAS, Welsh, Carson,
Anderson & Stowe IX L.P. and the other persons listed on the signature pages
thereto, including MSDW Equity Funding. WCAS has sole dispositive power over
such shares, but it cannot, until termination of the Proxy, direct voting of
such shares. The Proxy granted full and discretionary authority for MSDW Equity
Funding to vote such shares in accordance with its best judgment. MSDW Equity
Funding has no pecuniary interest over such shares. Both the Proxy and the
Shareholders' Agreement provide that voting by MSDW Equity Funding of the shares
subject to the Proxy shall not result in MSDW Equity Funding casting a number of
votes that exceeds the number of votes equal to 9.9% of the total number of
votes entitled to be cast on any particular matter.
The shares subject to the Proxy increased the beneficial ownership of
MSDW Equity Funding from less than 5% to approximately 10.8% of outstanding
common stock of the Issuer and it is this event which has required MSDW Equity
Funding to file this statement.
On December 4, 2000, the shareholders of the Issuer approved the
conversion of all shares of Senior Cumulative Convertible Preferred Stock,
Series D to shares of Series C Preferred and certain changes on the terms of
Series C Preferred. This statement took into consideration such approval and the
information contained in this statement is correct as of the date hereof, unless
otherwise indicated.
MSDW Equity Funding is a wholly owned subsidiary of MSDW.
(b) Percent of Class: 10.8% for each reporting person.
This is based on a total of (i) 13,129,653 shares of common stock
outstanding as of November 14, 2000 and (ii) 1,584,668 shares of common stock,
beneficially owned by MSDW Equity Funding, as described above. The 1,584,668
shares are deemed to be outstanding for the purpose of computing the percentage
of outstanding common stock owned by MSDW Equity Funding pursuant to Rule
13d-3(d)(1)(i).
(c) Number of shares as to which such person has:
(i) sole power to vote or direct the vote:
See Item 5 of the cover page of each reporting person.
(ii) shared power to vote or to direct the vote:
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Page 7 of 10 Pages
See Item 6 of the cover page of each reporting person.
(iii) sole power to dispose or to direct the disposition of:
See Item 7 of the cover page of each reporting person.
(iv) shared power to dispose or to direct the disposition of:
See Item 8 of the cover page of each reporting person.
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
See Item 4 above for a description of the Proxy.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
MSDW is filing this statement as a parent company of MSDW Equity
Funding pursuant to Rule 13d-1(c).
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certifications.
By signing below each of the undersigned certifies that, to the
best of their knowledge and belief, the securities referred to
above were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the
issuer of such securities and were not acquired and are not held
in connection with or as a participant in any transaction having
such purpose or effect.
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Page 8 of 10 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: December 11, 2000 MORGAN STANLEY DEAN WITTER & CO.
By: /s/ Dennine Bullard
____________________________
Name: Dennine Bullard
Title: Manager, Morgan
Stanley & Co.
Incorporated
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: December 11, 2000 MORGAN STANLEY DEAN WITTER
EQUITY FUNDING, INC.
By: /s/ James T. Keane
____________________________
Name: James T. Keane
Title: Vice President
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Page 9 of 10 Pages
INDEX TO EXHIBIT
EXHIBIT 1. Agreement to Make a Joint Filing
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Page 10 of 10 Pages
EXHIBIT 1 TO SCHEDULE 13G
AGREEMENT TO MAKE A JOINT FILING
December 11, 2000
Morgan Stanley Dean Witter & Co. and Morgan Stanley Dean Witter Equity Funding,
Inc. hereby agree that, unless differentiated, this Schedule 13G is filed on
behalf of each of the parties.
MORGAN STANLEY DEAN WITTER & CO.
By /s/ Dennine Bullard
____________________________
Name: Dennine Bullard
Title: Manager, Morgan
Stanley & Co.
Incorporated
MORGAN STANLEY DEAN WITTER
EQUITY FUNDING, INC.
By /s/ James T. Keane
____________________________
Name: James T. Keane
Title: Vice President
