ITEM 1. BUSINESS
(a) General development of business is incorporated by reference -
1994 Annual Report to Security Holders - Inside Front Cover
(b) Financial information about industry segments -
Not Applicable
(c) Narrative description of business is incorporated by reference -
1994 Annual Report to Security Holders - Pages 4 - 7
(d) The registrant does not engage in operations in foreign countries.
ITEM 2.
ITEM 2. PROPERTIES
The properties of the Company consist of land, structures, plant and equipment required in providing telephone, CATV, and related telecommunications services. The Company's main office and corporate headquarters is in Edinburg, VA and a service building is located outside the town limits of Edinburg, VA. Additionally, the Company owns and operates nine local telephone exchanges (switching units) housed in brick/concrete buildings. One of these is the main attended central office co-located with the main office in Edinburg, Virginia. The unattended central offices and outside plant are located at:
(a) Basye, VA (b) Bergton, VA (c) Fort Valley, VA (d) Mount Jackson, VA (e) New Market, VA (f) Strasburg, VA (g) Toms Brook, VA (h) Woodstock, VA
The Company owns long distance facilities outside of its local franchised area as follows:
(a) Hagerstown, MD (b) Harrisonburg, VA (c) Martinsburg, WV PART I (Continued)
ITEM 2. PROPERTIES (Continued)
(d) Richmond, VA (e) Stephens City, VA (f) Weyers Cave, VA (g) Winchester, VA
CATV reception equipment is located at the service building, outside the town limits of Edinburg, Virginia and at Basye, Virginia.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
None
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders for the three months ended December 31, 1994.
PART II
ITEM 5.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
(a) Common stock price ranges are incorporated by reference -
1994 Annual Report to Security Holders Market Information - Inside Front Cover
(b) Number of equity security holders are incorporated by reference -
1994 Annual Report to Security Holders Five-Year Summary of Selected Financial Data - Page 3
(c) Frequency and amount of cash dividends are incorporated by reference -
1994 Annual Report to Security Holders Market and Dividend Information - Inside Front Cover
Additionally, the terms of a mortgage agreement require the maintenance of defined amounts of the subsidiary's equity and working capital after payment of dividends. Accordingly, approximately $15,638,000 of retained earnings was available for payment of dividends at December 31, 1994.
For additional information, see Note 4 of the 1994 Annual Report to Security Holders, which is incorporated as a part of this report.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
Five-Year Summary of Selected Financial Data is incorporated by reference -
1994 Annual Report to Security Holders Five-Year Summary of Selected Financial Data - Page 3 PART II (Continued)
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of operations, liquidity, and capital resources are incorporated by reference -
1994 Annual Report to Security Holders Management's Discussion and Analysis of Financial Condition and Results of Operations - Pages 8-9
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Consolidated financial statements included in the 1994 Annual Report to Security Holders are incorporated by reference as identified in Part IV, Item 14, on Pages 5 and 6.
PART II (Continued)
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
CHANGES IN REGISTRANTS CERTIFYING ACCOUNTANT
Shenandoah Telecommunications has dismissed S. B. Hoover & Company, LLP as its certifying accountant as of December 3, 1993. Shenandoah Telecommunications has engaged McGladrey & Pullen, LLP as our new certifying accountants as of December 1, 1993. The engagement is for the calendar year financial statements for 1994, 1995, and 1996.
The accountants report on the financial statements of Shenandoah Telecommunications for the two most recent fiscal years, ended December 31, 1991 and December 31, 1992 have not contained an adverse opinion, or a disclaimer of opinion, nor has it been qualified or modified as to uncertainty, audit scope, accounting principles, or any other reason.
Shenandoah Telecommunications Company requested proposals from several accounting firms to conduct Shenandoah's audit of the financial statements for the calendar years 1994, 1995, and 1996. Based on the proposals received, the decision to dismiss our former accountants and engage McGladrey & Pullen, LLP as our new accountants was recommended by the Finance Committee of the Board of Directors and approved by vote of the full Board.
There are no disagreements with S. B. Hoover & Company, LLP on any matter of accounting principles or practices, financial statements disclosures, or auditing scope of procedure which disagreements were not resolved to the satisfaction of S. B. Hoover, LLP. Shenandoah Telecommunications has not consulted with McGladrey & Pullen, LLP on any issue during the last two years or from December 31, 1992 to December 3, 1993.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information concerning directors and executive officers is incorporated by reference -
Proxy Statement, Dated March 24, 1995 - Pages 1 - 7
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
Information concerning executive compensation is incorporated by reference -
Proxy Statement, Dated March 24, 1995 - Page 5
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) No person, director or officer owned over 5 percent of the common stock as of March 1, 1995.
(b) Security ownership by management is incorporated by reference -
Proxy Statement, Dated March 24, 1995 Stock Ownership - Page 4
(c) Contractual arrangements -
The Company knows of no contractual arrangements which may, at a subsequent date, result in change of control of the Company.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There are no relationships or transactions to disclose other than services provided by Directors which are incorporated by reference -
Proxy Statement, Dated March 24, 1995 Directors - Page 2
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
A. Document List
The following documents are filed as part of this Form 10-K. Financial statements are incorporated by reference and are found on the pages noted. Page Reference
Annual Form 10-K Report 1. Financial Statements
The following consolidated financial statements of Shenandoah Telecommunications are included in Part II, Item 8
Auditor's Report 1994 Financial Statements 17
Auditor's Report 1992 and 1993 Financial Statements
Consolidated Balance Sheets at December 31, 1994, 1993, and 1992 10 & 11
Consolidated Statements of Income for the Years Ending December 31, 1994, 1993, and 1992 12
Consolidated Statement of Retained Earnings Years Ended December 31, 1994, 1993, and 1992 12
Consolidated Statements of Cash Flow for the Years Ending December 31, 1994, 1993, and 1992 13
Notes to Consolidated Financial Statements 14-17
PART IV (Continued)
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (Continued)
Page Reference
Annual Form 10-K Report
2. Financial Statement Schedules
All other schedules are omitted because they are not applicable, or not required, or because the required information is included in the accompanying financial statements or notes thereto.
3. Exhibits
Exhibit No.
99. Proxy Statement, prepared by Registrant for 1994 Annual Stockholders Meeting Filed Herewith
13. Annual Report to Security Holders Filed Herewith
23. Prior Certifying Accountant's Consent Filed Herewith
B. Reports on Form 8-K
No reports on Form 8-K for the three months ended December 31, 1994, were required to be filed.
PART IV (Continued)
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) 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
March 31, 1995 By CHRISTOPHER E. FRENCH, PRESIDENT Christopher E. French, President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
President & Chief Executive CHRISTOPHER E. FRENCH Officer March 31, 1995 Christopher E. French
LAURENCE F. PAXTON Principal Financial March 31, 1995 Laurence F. Paxton Accounting Officer
DICK D. BOWMAN Treasurer & Director March 31, 1995 Dick D. Bowman
WARREN B. FRENCH, JR. Director March 31, 1995 Warren B. French, Jr.
I. CLINTON MILLER Director March 31, 1995 I. Clinton Miller
HAROLD MORRISON Director March 31, 1995 Harold Morrison
NOEL M. BORDEN Director March 31, 1995 Noel M. Borden
JAMES E. ZERLEL II Director March 31, 1995 James E. Zerkel II SHENANDOAH TELECOMMUNICATIONS COMPANY 124 South Main Street Edinburg, Virginia
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD APRIL 18, 1995
March 24, 1995
TO THE STOCKHOLDERS OF SHENANDOAH TELECOMMUNICATIONS COMPANY:
The annual meeting of stockholders of Shenandoah Telecommunications Company will be held in the Social Hall of the Edinburg Fire Department, Stoney Creek Boulevard, Edinburg, Virginia, on Tuesday, April 18, 1995, at 11:00 a.m. for the following purposes:
1. To elect nine directors to serve for the ensuing year;
2. To transact such other business as may properly come before the meeting or any adjournment thereof.
Only stockholders of record at the close of business March 22, 1995, will be entitled to vote at the meeting.
Lunch will be provided.
By Order of the Board of Directors
Harold Morrison, Jr. Secretary
IMPORTANT
YOU ARE URGED TO COMPLETE, SIGN, AND RETURN THE ENCLOSED PROXY CARD IN THE SELF-ADDRESSED STAMPED (FOR U. S. MAILING) ENVELOPE PROVIDED AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON. IF YOU DO ATTEND THE MEETING IN PERSON, YOU MAY THEN WITHDRAW YOUR PROXY AND VOTE YOUR OWN SHARES.
SEE PROXY STATEMENT ON THE FOLLOWING PAGES PAGE
PROXY STATEMENT
P. O. Box 459 Edinburg, VA 22824
March 24, 1995
TO THE STOCKHOLDERS OF SHENANDOAH TELECOMMUNICATIONS COMPANY:
Your proxy in the enclosed form is solicited by the management of the Company for use at the Annual Meeting of Stockholders to be held in the Social Hall of the Edinburg Fire Department, Stoney Creek Boulevard, Edinburg, Virginia, on Tuesday, April 18, 1995, at 11:00 a.m., and any adjournment thereof.
The mailing address of the Company's executive offices is P. O. Box 459, Edinburg, Virginia 22824.
The Company has 8,000,000 authorized shares of common stock, of which 3,760,760 shares were outstanding on March 22, 1995. This proxy statement and the Company's annual report, including financial statements for 1994, are being mailed on or about March 24, 1995, to approximately 2,987 stockholders of record on March 22, 1995. Only stockholders of record on that date are entitled to vote. Each outstanding share will entitle the holder to one vote at the Annual Meeting. No director, officer, or other party owns as much as five percent of the outstanding shares of the common stock of the Company. The Company intends to solicit proxies by the use of the mail, in person, and by telephone. The cost of soliciting proxies will be paid by the Company.
Executed proxies may be revoked at any time prior to exercise. Proxies will be voted as indicated by the stockholders.
THE ELECTION OF DIRECTORS
At the meeting, nine directors (constituting the entire Board of Directors of the Company) are to be elected for the ensuing year.
The proxy holders will vote the proxies received by them (unless contrary instructions are noted on the proxies) for the election as directors of the following nominees, all of whom are now members of and constitute the Company's Board of Directors. If any such nominees should be unavailable, the proxy holders will vote for substitute nominees in their discretion. Stockholders may withhold the authority to vote for the election of directors or one or more of the nominees. Directors will be elected by a plurality of the votes cast. Abstentions and shares held in street name that are not voted in the election of directors will not be included in determining the number of votes cast. PAGE