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EXHIBIT 99.3
CFW Communications Company
Offer to Exchange its
13% Senior Exchange Notes Due 2010
Which Have Been Registered Under
the Securities Act of 1933
For Any and All of its Outstanding
13% Senior Notes Due 2010
Pursuant to the Prospectus Dated October __, 2000
TO: REGISTERED HOLDERS AND DEPOSITORY TRUST COMPANY PARTICIPANTS:
CFW Communications Company ("CFW") is offering to exchange, upon and
subject to the terms and conditions set forth in the enclosed prospectus, dated
October __, 2000 (the "Prospectus"), and the enclosed letter of transmittal (the
"Letter of Transmittal"), for up to $280,000,000 in aggregate principal amount
of its 13% Senior Exchange Notes Due 2010, which have been registered under the
Securities Act of 1933 (the "exchange notes"), for up to $280,000,000 in
aggregate principal amount of its outstanding 13% Senior Notes Due 2010 (the
"outstanding notes"). The exchange offer is being made in order to satisfy
certain of CFW's obligations contained in the Registration Rights Agreement
dated as of July 26, 2000, among CFW, Morgan Stanley & Co. Incorporated, First
Union Securities, Inc. and SunTrust Equitable Securities Corporation.
In connection with the exchange offer, we are requesting that you contact
your clients for whom you hold outstanding notes registered in your name or in
the name of your nominee, or who hold outstanding notes registered in their own
names. CFW, Morgan Stanley & Co. Incorporated, First Union Securities, Inc. and
SunTrust Equitable Securities Corporation will not pay any fees or commissions
to any broker, dealer or other person in connection with the solicitation of
tenders pursuant to the exchange offer. However, you will, upon request, be
reimbursed for reasonable out-of-pocket expenses incurred in connection with
soliciting acceptances of the exchange offer. CFW will pay or cause to be paid
all transfer taxes applicable to the exchange of outstanding notes pursuant to
the exchange offer, except as set forth in the Prospectus and the Letter of
Transmittal.
For your information and for forwarding to your clients, we are enclosing
the following documents:
1. Prospectus dated October __, 2000;
2. A Letter of Transmittal for your use and for the information of
your clients;
3. A form of Notice of Guaranteed Delivery; and
4. A form of letter which may be sent to your clients for whose
account you hold outstanding notes registered in your name or the
name of your nominee,
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with space provided for obtaining such clients' instructions with
regard to the exchange offer.
YOUR PROMPT ACTION IS REQUESTED. THE EXCHANGE OFFER WILL EXPIRE AT 5:00
P.M., NEW YORK CITY TIME, ON OCTOBER __, 2000 (THE "EXPIRATION DATE"), UNLESS
EXTENDED BY CFW (IN WHICH CASE THE TERM "EXPIRATION DATE" SHALL MEAN THE LATEST
DATE AND TIME TO WHICH THE EXCHANGE OFFER IS EXTENDED). THE OUTSTANDING NOTES
TENDERED PURSUANT TO THE EXCHANGE OFFER MAY BE WITHDRAWN, SUBJECT TO THE
PROCEDURES DESCRIBED IN THE PROSPECTUS AND THE LETTER OF TRANSMITTAL, AT ANY
TIME PRIOR TO THE EXPIRATION DATE.
To participate in the exchange offer, a duly executed and properly
completed Letter of Transmittal (or facsimile thereof), with any required
signature guarantees and any other required documents, should be sent to the
exchange agent and certificates representing the outstanding notes should be
delivered to the exchange agent, all in accordance with the instructions set
forth in the Prospectus and the Letter of Transmittal.
If holders of outstanding notes wish to tender, but it is impracticable for
them to forward their certificates for outstanding notes prior to the expiration
of the exchange offer or to comply with the book-entry transfer procedures on a
timely basis, a tender may be effected by following the guaranteed delivery
procedures described in the Prospectus and the Letter of Transmittal.
Any inquiries you may have with respect to the exchange offer, or requests
for additional copies of the enclosed materials, should be directed to the
exchange agent for the outstanding notes, at its address and telephone number
set forth in the Prospectus.
Very truly yours,
CFW Communications Company
NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
OTHER PERSON AS AN AGENT OF CFW OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY
OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF
THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR THE ENCLOSED DOCUMENTS AND
THE STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.
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