CFW COMMUNICATIONS CO
8-K, EX-99.1, 2000-08-04
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                                                                    Exhibit 99.1




                              Contact:    Michael B. Moneymaker
                                          Senior Vice President & CFO
                                          CFW communications Company
                                          Phone: (540) 946-3531
                                          Fax: (540) 946-3595
                                          [email protected]

  CFW Communications Company Prices Private Debt Offering for $280 million of
              Senior Notes and $95 million of Subordinated Notes

WAYNESBORO, Va., July 25 -- CFW Communications Company (NASDAQ: CFWC) announced
today that it has priced $280 million of units consisting of 13% Senior Notes
due August 15, 2010 and one warrant per $1,000.00 face amount Senior Note to
purchase 1.8 shares of CFW common stock at an exercise price of $47.58 per
share. The Senior Notes were priced at 98.61% of par value to yield 13.25% to
maturity. In addition to the units, CFW also priced $95 million of 13.5%
Subordinated Notes due February 15, 2011, to be issued at par. The transactions
are scheduled to be completed on July 26, 2000. The first interest payment on
the Senior Notes will be February 15, 2001.

CFW also announced that Welsh Carson Anderson & Stowe (WCAS) has agreed to
purchase an additional $25 million of CFW preferred stock. WCAS has already
purchased $100 million of CFW preferred stock and had previously agreed to
purchase an additional $100 million of CFW preferred stock upon closing of the
acquisition of the digital wireless licenses and assets of PrimeCo PCS, L.P. in
the Richmond and Norfolk, Virginia markets.

CFW will use proceeds from the offering of the units and subordinated notes to
partially fund the PrimeCo acquisition and to fund an escrow account to cover
the first four interest payments on the Senior Notes.

None of the units, notes or warrants have been registered under the United
States Securities Act of 1933 or any state securities laws and may not be
offered or sold in the United States absent such registration or an applicable
exemption from the registration requirements of the Securities Act of 1933 and
applicable state securities laws. None of the units, notes or warrants may be
offered or sold in Canada except pursuant to transactions that are exempt from
the prospectus requirements of applicable provincial securities laws.

This press release shall not constitute an offer to sell, or the solicitation of
an offer to buy, nor shall there be any sale of the units, notes or warrants
referenced above in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under securities laws
of any such jurisdiction.

CFW Communications Company, doing business as CFW Intelos and Intelos, is an
Integrated Communications Provider (ICP) with headquarters in Waynesboro,
Virginia. CFW provides a broad range of products and services to customers in
Virginia, West Virginia, Kentucky, and Tennessee including digital PCS, dial-up
Internet access, high-speed data transmission, DSL (high-speed Internet access),
and local telephone service to businesses and long distance telephone services
to business and residential customers. Detailed information about CFW
Communications is available at www.cfw.com.

Source: CFW Communications


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