UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934
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August 9, 2005
Date of Report
(Date of earliest event reported)
Shenandoah Telecommunications Company
(Exact name of registrant as specified in its charter)
Virginia 0-9881 54-1162807
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification Number)
500 Shentel Way
P.O. Box 459
Edinburg, VA 22824
(Address of principal executive office) (Zip code)
Registrant's telephone number, including area code: (540) 984-4141
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Item 8.01 Other Events.
On August 9, 2005, Shenandoah Personal Communications Company ("Shentel"), a
wholly owned subsidiary of the Company, entered into a Forbearance Agreement
(the "Agreement") with Sprint Corporation and certain of its subsidiaries
("Sprint") relating to the management agreement between Shentel and Sprint. The
Agreement reflects Sprint's and the Company's desire to avoid litigation while
they continue to discuss changes to the management agreement in light of the
merger involving Sprint and Nextel Communications, Inc.
The Agreement sets forth Sprint's agreement as to certain parameters for the
operations of Nextel's wireless business in the territories operated by Shentel
following the merger of Sprint and Nextel. The Agreement also sets forth
Shentel's agreement not to initiate litigation or seek certain injunctive or
equitable relief under certain circumstances, in each case during the period of
time that the Agreement remains in effect.
A copy of the Agreement is filed herewith as Exhibit 99.1 and is incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
The following exhibit is filed with this Current Report.
Exhibit No Description
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99.1 Forbearance Agreement, dated August 9, 2005, among Sprint
Corporation, Sprint Spectrum L.P., WirelessCo L.P., Sprint
Communications Company L.P., Sprint Telephony PCS, L.P., APC PCS,
LLC, PhillieCo, L.P., Sprint PCS License, L.L.C., and Shenandoah
Personal Communications Company.
Forward-Looking Statements
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995. A number of the matters and subject areas discussed in this report that
are not historical or current facts deal with potential future circumstances and
developments, including without limitation, any changes to the Company's
relationship with Sprint. The discussion of such matters and subject areas is
qualified by the inherent risks and uncertainties surrounding future
expectations generally, and also may materially differ from the Company's actual
future experience involving any one or more of such matters and subject areas.
Such risks and uncertainties include without limitation: the importance of the
Company's affiliation with Sprint; the potential impact of the pending
Sprint-Nextel merger on the Company's affiliation with Sprint as well as
Sprint's competitiveness in the wireless industry; the outcome of any other PCS
affiliate of Sprint's litigation with Sprint concerning the pending
Sprint-Nextel merger; changes in Sprint's affiliation strategy as a result of
the pending Sprint-Nextel merger or any other merger involving Sprint; and those
additional factors that are described from time to time in the Company's reports
filed with the Securities and Exchange Commission, including the Company's
annual report on Form 10-K for the year ended December 31, 2004 and their
subsequent quarterly filing on Form 10-Q. This report speaks only as of its
date, and the Company disclaims any duty to update the information herein.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SHENANDOAH TELECOMMUNICATIONS COMPANY
(Registrant)
August 9, 2005 /S/ EARLE A. MACKENZIE
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Earle A. MacKenzie
Executive Vice President and
Chief Financial Officer
(Duly Authorized Officer and Principal
Financial Officer)
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