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EXHIBIT 99.2
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
TO OUR CLIENTS:
Enclosed for your consideration is a prospectus, dated October __, 2000
(the "Prospectus"), and a form of letter of transmittal (the "Letter of
Transmittal"), relating to the offer (the "exchange offer") of CFW
Communications Company ("CFW") to exchange its 13% Senior Exchange Notes Due
2010, which have been registered under the Securities Act of 1933 (the "exchange
notes"), for any and all of its outstanding 13% Senior Notes Due 2010 (the
"outstanding notes"), upon the terms and subject to the conditions described in
the Prospectus and the Letter of Transmittal. 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.
This material is being forwarded to you as the beneficial owner of the
outstanding notes carried by us in your account but not registered in your name.
A tender of such outstanding notes may only be made by us as the holder of
record and pursuant to your instructions.
Accordingly, we request instructions as to whether you wish us to tender on your
behalf the outstanding notes held by us for your account, pursuant to the terms
and conditions set forth in the enclosed Prospectus and Letter of Transmittal.
We urge you to read carefully the Prospectus and Letter of Transmittal before
instructing us to tender your notes.
Your instructions should be forwarded to us as promptly as possible in
order to permit us to tender the outstanding notes on your behalf in accordance
with the provisions of the exchange offer. THE EXCHANGE OFFER WILL EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, ON OCTOBER __, 2000, UNLESS EXTENDED BY CFW (THE
"EXPIRATION DATE"). Any 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offer may be withdrawn, subject to the procedures described in the Prospectus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.
If you wish to have us tender your outstanding notes, please so instruct us
by completing, executing and returning to us the instruction form included with
this letter. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR INFORMATION ONLY
AND MAY NOT BE USED DIRECTLY BY YOU TO TENDER OUTSTANDING NOTES.
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INSTRUCTIONS WITH RESPECT TO THE EXCHANGE OFFER
The undersigned acknowledge(s) receipt of your letter and the enclosed
material referred to therein, including the Prospectus and the accompanying form
of Letter of Transmittal, relating to the exchange offer made by CFW
Communications Company with respect to its outstanding notes.
This form will instruct you as to the action to be taken by you relating to
the exchange offer with respect to the outstanding notes held by you for the
account of the undersigned, upon and subject to the terms and conditions set
forth in the Prospectus and the Letter of Transmittal.
The aggregate principal amount of the outstanding notes held by you for the
account of the undersigned is (fill in amount):
$ ______________________ of the 13% Senior Notes Due 2010
With respect to the exchange offer, the undersigned hereby instructs you (check
appropriate box):
[_] TO TENDER the following outstanding notes held by you for the account of
the undersigned (insert aggregate principal amount at maturity of outstanding
notes to be tendered, in integral multiples of $1,000):
$ ______________________ of the 13% Senior Notes Due 2010
[_] NOT to tender any outstanding notes held by you for the account of the
undersigned.
If the undersigned instructs you to tender the outstanding notes held by
you for the account of the undersigned, it is understood that you are authorized
to make, on behalf of the undersigned (and the undersigned, by its signature
below, hereby makes to you), the representations, warranties and agreements
contained in the Letter of Transmittal that are to be made with respect to the
undersigned as beneficial owner.
SIGN HERE
Name of beneficial owner(s):___________________________________________________
Signature(s):__________________________________________________________________
Name(s) (please print):________________________________________________________
Address:_______________________________________________________________________
Telephone Number:______________________________________________________________
Taxpayer Identification or Social Security Number(s):__________________________
Date:__________________________________________________________________________
None of the outstanding notes held by us for your account will be tendered
unless we receive written instructions from you to do so. Unless a specific
contrary instruction is given in the space provided, your signature(s) hereon
shall constitute an instruction to us to tender all the outstanding notes held
by us for your account.
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