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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December 16, 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
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
On December 16, 2005, Shenandoah Personal Communications Company ("Shentel"), a
wholly owned subsidiary of the Company and Sprint Nextel Corporation and certain
of its subsidiaries ("Sprint Nextel") entered into Amendment No.1 to a
Forbearance Agreement dated August 9, 2005 (the "Agreement") The Agreement
relates to the management agreement between Shenandoah and Sprint Nextel. The
Agreement reflects Sprint Nextel's and the Company's desire to avoid litigation
while they continue to discuss changes to the management agreement necessary to
reflect the Merger of Sprint and Nextel Communications, Inc. Amendment No. 1
extends the time for such discussions to February 15, 2006 The Agreement sets
forth Sprint Nextel'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 Amendment No. 1 dated December 16, 2005 to the Forbearance
Agreement, dated August 9, 2005, among Sprint Corporation,
Sprint Spectrum L.P., Wireless Co 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 Nextel. 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 Nextel; the potential impact of the Sprint
Nextel merger on the Company's affiliation with Sprint Nextel as well as Sprint
Nextel's competitiveness in the wireless industry; the outcome of any other PCS
affiliate of Sprint Nextel's litigation with Sprint Nextel concerning the Sprint
Nextel merger; changes in Sprint Nextel's affiliation strategy as a result of
the Sprint Nextel merger or any other merger involving Sprint Nextel; 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.
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)
December 19, 2005 /S/ Earle A. MacKenzie
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Earle A. MacKenzie
Executive Vice President and
Chief Financial Officer
2
Exhibit 99.1
AMENDMENT NO. 1
TO
SPRINT/SHENANDOAH FORBEARANCE AGREEMENT
THIS AMENDMENT NO. 1 (this "Amendment"), dated as of December 16,
2005, to the SPRINT/SHENANDOAH FOREBEARANCE AGREEMENT (the "Forbearance
Agreement"), dated as of August 9, 2005, by an 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. AND SPRINT PCS LICENSE, L.L.C.
(collectively, "Sprint"); and SHENANDOAH PERSONAL COMMUNICATIONS COMPANY (the
"Affiliate"). Capitalized terms used but not defined in this Amendment have the
meanings assigned to them in the Forbearance Agreement.
RECITALS
A. The parties have previously executed the Forbearance Agreement.
B. The parties desire to amend the Forbearance Agreement as set forth in
this Amendment.
NOW THEREFORE, in consideration of the mutual promises contained in this
Amendment, the parties agree as follows:
1. Amendment. Section 4.1 of the Forbearance Agreement is superseded and
replaced in its entirety with the following:
Section 4.1 Term. Unless earlier terminated pursuant to Section
2.10(a), 2.10(d) or Section 4.2, this Agreement will terminate on February
15, 2006.
2. Full Force and Effect. Except as expressly amended by this Amendment,
the Forbearance Agreement remains in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
by their respective officers as of the date and year first above written.
SPRINT NEXTEL CORPORATION
By: /s/ Charles Wunsch
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Name: Charles Wunsch
Title: Vice President
WIRELESSCO L.P.
By: /s/ Charles Wunsch
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Name: Charles Wunsch
Title: Vice President
SPRINT COMMUNICATIONS COMPANY L.P.
By: /s/ Charles Wunsch
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Name: Charles Wunsch
Title: Vice President
SPRINT TELEPHONY PCS, L.P.
By: /s/ Charles Wunsch
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Name: Charles Wunsch
Title: Vice President
SPRINT SPECTRUM L.P.
By: /s/ Charles Wunsch
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Name: Charles Wunsch
Title: Vice President
APC PCS, LLC
By: /s/ Charles Wunsch
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Name: Charles Wunsch
Title: Vice President
PHILLIECO, L.P.
By: /s/ Charles Wunsch
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Name: Charles Wunsch
Title: Vice President
SPRINT PCS LICENSE, L.L.C.
By: /s/ Charles Wunsch
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Name: Charles Wunsch
Title: Vice President
SHENANDOAH PERSONAL
COMMUNICATIONS COMPANY
By: /s/ Christopher E. French
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Name: Christopher E. French
Title: President