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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING SEC FILE NUMBER
CUSIP NUMBER
(Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q
[ ] Form N-SAR
For Period Ended: September 30, 2000
Transition Report on Form 10-K
Transition Report on Form 20-F
Transition Report on Form 11-K
Transition Report on Form 10-Q
Transition Report on Form N-SAR
For the Transition Period Ended: _____________________________________________
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
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Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
Full Name of Registrant CFW Communications Company
Former Name if Applicable
Address of Principal 401 Spring Lane, Suite 300
Executive Office (Street and Number)
City, State and Zip Code Waynesboro, Virginia 22980
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
[X] | (a) The reasons described in reasonable detail in Part III of
| this form could not be eliminated without unreasonable effort
| or expense;
[X] | (b) The subject annual report, semi-annual report, transition
| report on Form 10-K, 20-F, 11-K or Form N-SAR, or portion
| thereof will be filed on or before the 15th calendar day
| following the prescribed due date; or the subject quarterly
| report or transition report on Form 10-Q, or portion thereof
| will be filed on or before the fifth calendar day following
| the prescribed due date: and
[ ] | (c) The accountant's statement or other exhibit required by Rule
| 12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report portion thereof, could not be filed within the
prescribed time period. (Attach Extra Sheets if Needed)
Please see Attachment A attached hereto.
<PAGE>
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Michael B. Moneymaker (540) 946-3531
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[X] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
Please see Attachment B attached hereto.
CFW Communications Company
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: November 14, 2000 By: Michael B. Moneymaker
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Senior Vice President and Chief Financial
Officer and Treasurer and Secretary
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
International misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
General Instructions
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules
and Regulations under the Securities Exchange Act of 1934. 2. One signed
original and four conformed copies of this form and amendments thereto must be
completed and filed with the Securities and Exchange Commission, Washington,
D.C. 20549, in accordance with Rule0-3 of the General Rules and Regulations
under the Act. The information contained in or filed with the form will be made
a matter of public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed with
each national securities exchange on which any class of securities of the
registrant is registered. 4. Amendments to the notifications must also be filed
on form 12b-25 but need not restate information that has been correctly
furnished. The form shall be clearly identified as an amended notification.
5. Electronic filers. This form shall not be used by electronic filers unable to
timely file a report solely due to electronic difficulties. Filers unable to
submit a report within the time period prescribed due to difficulties in
electronic filing should comply with either Rule 201 or Rule 202 of Regulation
S-T (ss.232.201 or ss.232.202 of this chapter) or apply for an adjustment in
filing date pursuant to Rule 13(b) of Regulation S-T (ss.232.13(b) of this
Chapter).
<PAGE>
ATTACHMENT A
As a result of material acquisitions and dispositions occurring in the
third quarter, CFW Communications Company ("CFW") requires additional time to
complete the Quarterly Report on Form 10-Q for the quarter ended September 30,
2000. CFW will file its Quarterly Report on Form 10-Q on or before November 20,
2000.
<PAGE>
ATTACHMENT B
As a result of material acquisitions and dispositions occurring in the
third quarter, CFW's third quarter results differ significantly from the first
and second quarter of 2000 and from the prior year's comparable quarters. As
disclosed in CFW's earnings press release dated November 9, 2000, CFW reported
significant operating losses resulting from these material acquisitions and
dispositions. Operating loss for the three and nine months ended September 30,
2000 was $13,396,253 and $6,112,691, respectively. In comparison, operating
income for the three and nine months ended September 30, 1999 was $1,473,157 and
$10,670,627, respectively.
