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<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>
<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="right" style="font-size: 10pt; margin-top: 6pt">As filed
with the Securities and Exchange Commission on August 23, 2005<BR>
Registration No.&nbsp;333-
</DIV>


<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 1pt solid black; font-size: 1pt">&nbsp;</DIV>


<DIV align="center" style="font-size: 14pt; margin-top: 12pt"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION</B>
</DIV>

<DIV align="center" style="font-size: 12pt"><B>Washington, D.C. 20549</B>
</DIV>

<DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 15%; border-top: 1px solid #000000">&nbsp;</DIV></DIV>

<DIV align="center" style="font-size: 18pt; margin-top: 12pt"><B>Form&nbsp;S-8</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>REGISTRATION STATEMENT<BR>
UNDER<BR>
THE SECURITIES ACT OF 1933</B>
</DIV>

<DIV align="center" style="font-size: 24pt; margin-top: 12pt"><B>VALOR COMMUNICATIONS GROUP, INC.</B>
</DIV>

<DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 90%; border-top: 1px solid #000000">&nbsp;</DIV></DIV>

<DIV align="center" style="font-size: 10pt">(Exact Name of Registrant as Specified in Its Charter)</DIV>



<DIV align="center" style="font-size: 10pt; margin-top: 6pt">Delaware
</DIV>

<DIV align="center"><DIV style="font-size: 3pt; margin-top: 1pt; width: 90%; border-top: 1px solid #000000">&nbsp;</DIV></DIV>

<DIV align="center" style="font-size: 10pt">(State or Other Jurisdiction of Incorporation or Organization)</DIV>



<DIV align="center" style="font-size: 10pt; margin-top: 6pt">20-0792300
</DIV>

<DIV align="center"><DIV style="font-size: 3pt; margin-top: 1pt; width: 90%; border-top: 1px solid #000000">&nbsp;</DIV></DIV>

<DIV align="center" style="font-size: 10pt">(I.R.S. Employer Identification No.)</DIV>



<DIV align="center" style="font-size: 10pt; margin-top: 6pt">201 E. John Carpenter Freeway, Suite&nbsp;200<BR>
Irving, Texas 75062
</DIV>

<DIV align="center"><DIV style="font-size: 3pt; margin-top: 1pt; width: 90%; border-top: 1px solid #000000">&nbsp;</DIV></DIV>

<DIV align="center" style="font-size: 10pt">(Address of Principal Executive Offices) (Zip Code)</DIV>



<DIV align="center" style="font-size: 10pt; margin-top: 6pt">Valor Communications Group, Inc.<BR>
2005 Long-Term Equity Incentive Plan
</DIV>

<DIV align="center"><DIV style="font-size: 3pt; margin-top: 1pt; width: 90%; border-top: 1px solid #000000">&nbsp;</DIV></DIV>

<DIV align="center" style="font-size: 10pt">(Full Title of the Plan)</DIV>



<DIV align="center" style="font-size: 10pt; margin-top: 6pt">William M. Ojile, Jr., Esq.<BR>
Valor Communications Group, Inc.<BR>
201 E. John Carpenter Freeway, Suite&nbsp;200<BR>
Irving, Texas 75062
</DIV>

<DIV align="center"><DIV style="font-size: 3pt; margin-top: 1pt; width: 90%; border-top: 1px solid #000000">&nbsp;</DIV></DIV>

<DIV align="center" style="font-size: 10pt">(Name and Address of Agent For Service)</DIV>



<DIV align="center" style="font-size: 10pt; margin-top: 6pt">(972)&nbsp;373-1000
</DIV>

<DIV align="center"><DIV style="font-size: 3pt; margin-top: 1pt; width: 90%; border-top: 1px solid #000000">&nbsp;</DIV></DIV>

<DIV align="center" style="font-size: 10pt">(Telephone Number, Including Area Code, of Agent For Service)</DIV>


<DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 90%; border-top: 1px solid #000000">&nbsp;</DIV></DIV>

<DIV align="center" style="font-size: 10pt">(Copies to)</DIV>



<DIV align="center" style="font-size: 10pt; margin-top: 6pt">Joshua N. Korff, Esq.<BR>
Kirkland &#038; Ellis LLP<BR>
Citigroup Center<BR>
153 East 53rd Street<BR>
New York, New York 10022<BR>
(212)&nbsp;446-4800
</DIV>

<DIV align="center"><DIV style="font-size: 3pt; margin-top: 1pt; width: 90%; border-top: 1px solid #000000">&nbsp;</DIV></DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 6pt"><B>CALCULATION OF REGISTRATION FEE</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="1%">&nbsp;</TD>
    <TD width="37%">&nbsp;</TD>
    <TD width="0%">&nbsp;</TD><!-- VRule -->
    <TD width="0%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="0%">&nbsp;</TD><!-- VRule -->
    <TD width="0%">&nbsp;</TD>
    <TD width="9%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="0%">&nbsp;</TD><!-- VRule -->
    <TD width="0%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="0%">&nbsp;</TD><!-- VRule -->
    <TD width="0%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>

    <TD width="1%">&nbsp;</TD>
</TR><TR style="font-size: 1px" valign="bottom">
    <TD nowrap align="left" colspan="23" style="border-bottom: 2px solid #000000">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD nowrap align="center">Title of Each Class of</TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Proposed Maximum</TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Proposed Maximum</TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>

<TR style="font-size: 8pt" valign="bottom">
    <TD width="1%">&nbsp;</TD>
    <TD nowrap align="center">Securities To Be</TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Amount To Be</TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Offering Price Per</TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Aggregate Offering</TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Amount of</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD nowrap align="center">Registered</TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Registered (1)</TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Share</TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Price</TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Registration Fee</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
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<TR valign="bottom">
    <TD width="1%" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000"><DIV style="margin-left:15px; text-indent:-15px">Class&nbsp;A Common
Stock, par value
$.0001 per share</DIV></TD>
    <TD style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>

<TD colspan="3" nowrap align="center" style="border-top: 1px solid #000000">485,724 shares</TD>
    <TD style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD colspan="3" align="center" style="border-top: 1px solid #000000">$13.57 per share</TD>
    <TD style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD align="right" style="border-top: 1px solid #000000">$</TD>

<TD align="right" style="border-top: 1px solid #000000">6,591,274.68</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD nowrap align="right" style="border-top: 1px solid #000000">$</TD>
    <TD align="right" style="border-top: 1px solid #000000">775.79</TD>
    <TD nowrap style="border-top: 1px solid #000000">(2)</TD>
    <TD width="1%" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>






<TR valign="bottom">
    <TD width="1%" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000"><DIV style="margin-left:15px; text-indent:-15px">Class&nbsp;A Common
Stock, par value
$.0001 per share</DIV></TD>
    <TD style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>

<TD colspan="3" align="center" style="border-top: 1px solid #000000">7,760 shares</TD>
    <TD style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD colspan="3" align="center" style="border-top: 1px solid #000000">$13.57 per share</TD>
    <TD style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD align="right" style="border-top: 1px solid #000000">$</TD>
    <TD align="right" style="border-top: 1px solid #000000">105,303.20</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD nowrap align="right" style="border-top: 1px solid #000000">$</TD>
    <TD align="right" style="border-top: 1px solid #000000">12.39</TD>
    <TD nowrap style="border-top: 1px solid #000000">(3)</TD>
    <TD width="1%" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>



<TR style="font-size: 1px" valign="bottom">
    <TD nowrap align="left" colspan="23" style="border-top: 2px solid #000000">&nbsp;</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>

<DIV style="width: 100%; border-bottom: 1pt solid black; margin-top: 10pt; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>





<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">








<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>This registration statement relates to 485,724 shares of restricted common stock
and shares of common stock subject to stock options to be granted under the Valor
Communications Group, Inc. 2005 Long-Term Equity Incentive Plan (&#147;Plan&#148;). This registration
statement also relates to the resale of 7,760 shares of restricted common stock granted to
certain selling stockholders pursuant to the Plan.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Estimated for purposes of calculating the Registration Fee pursuant to Rule 457(h) under the
Securities Act of 1933, as amended as follows: (i)&nbsp;in the case of shares to be purchased upon
the exercise of outstanding options, the fee is based on the average of the high and low price
as reported on the New York Stock Exchange on August&nbsp;19, 2005 (within 5 business days prior to
the filing of this Registration Statement) was $13.57 per share.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left">(3)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Estimated for purposes of calculating the Registration Fee pursuant to Rule 457(c) under the
Securities Act of 1933, as amended as follows: (i)&nbsp;in the case of shares to be purchased upon
the exercise of outstanding options, the fee is based on the average of the high and low price
as reported on the New York Stock Exchange on August&nbsp;19, 2005 (within 5 business days prior to
the filing of this Registration Statement) was $13.57 per share.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 6pt"><B>EXPLANATORY NOTE</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Registration Statement registers shares, par value $0.0001 per share, of common stock of
Valor Communications Group, Inc. (the &#147;Company&#148;), that may be issued and sold under the Plan, and
also registers the resale by certain selling stockholders of shares of common stock that have been
issued under the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Registration Statement contains two parts. The first part contains a reoffer prospectus
prepared in accordance with Part&nbsp;I of Form S-3 (in accordance with Instruction C of the General
Instructions to Form S-8) which covers reoffers and resales of shares of the common stock issued
pursuant to the Plan. The second part contains information required in the Registration Statement
pursuant to Part&nbsp;II of Form S-8. Pursuant to the Note to Part&nbsp;I of Form S-8, the plan information
specified by Part&nbsp;I of Form S-8 does not need to be filed with the Securities and Exchange
Commission.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Registration Statement includes a reoffer prospectus for the individuals listed under the
&#147;Selling Stockholders&#148; section of the reoffer prospectus which does not constitute a commitment to
sell any or all of the stated number of shares of common stock. The number of shares offered shall
be determined from time to time by each selling stockholder at their sole discretion and such
individuals are listed as selling stockholders solely to register the shares that each has received
under the Plan.
</DIV>

<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PART I</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 6pt"><B>INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;1. Plan Information.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The documents containing the information specified in Part&nbsp;I (plan and registrant information)
will be delivered in accordance with Rule&nbsp;428(b)(1) under the Securities Act of 1933, as amended
(the &#147;Securities Act&#148;) to the participants of the Valor Communications Group, Inc. 2005 Long-Term
Equity Incentive Plan (the &#147;Plan&#148;). Such documents are not required to be, and are not, filed with
the Securities and Exchange Commission (the &#147;Commission&#148;), either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule&nbsp;424 under the Securities
Act. These documents, and the documents incorporated by reference in this Registration Statement
pursuant to Item&nbsp;3 of Part&nbsp;II of this Form S-8, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt">Item&nbsp;2. Registrant Information and Employee Plan Annual Information<B>.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Upon written or oral request, any of the documents incorporated by reference in Item&nbsp;3 of Part
II of this Registration Statement, which are also incorporated by reference in the Section 10(a)
prospectus, other documents required to be delivered to eligible participants pursuant to Rule
428(b), or additional information about the Valor Communications Group, Inc. 2005 Long-Term Equity
Incentive Plan will be available without charge by contacting William M. Ojile, Jr., Esq., Chief
Legal Officer and Secretary, Valor Communications Group, Inc., 201 E. John Carpenter Freeway, Suite
200, Irving, Texas 75062, (972)&nbsp;373-1000.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">I-1
</DIV>



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>REOFFER PROSPECTUS</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>7,760 Shares</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 6pt"><B>VALOR COMMUNICATIONS GROUP, INC.</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 6pt"><B>Common Stock</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The shares of common stock of Valor Communications Group, Inc., par value $.0001 per share
(the &#147;Common Stock&#148;), covered by this Reoffer Prospectus may be offered and sold to the public by
the certain selling stockholders (the &#147;Selling Stockholders&#148;). The Selling Stockholders received
these shares of Common Stock (the &#147;Shares&#148;) through awards granted under the Valor Communications
Group, Inc. 2005 Long-Term Equity Incentive Plan (the &#147;Plan&#148;).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
All or a portion of the Shares may be offered for sale, from time to time, on the New York
Stock Exchange or otherwise, as prices and terms then obtainable, subject to certain limitations.
However, any shares covered by this Reoffer Prospectus which qualify for sale pursuant to Rule&nbsp;144
under the Securities Act may be sold under Rule&nbsp;144 instead of pursuant to this Reoffer Prospectus.
See &#147;Plan of Distribution.&#148;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We will not receive any of the proceeds from the sale of the Shares by the Selling
Stockholders. All expenses of registration incurred in connection with this Reoffer Prospectus are
being borne by us, but all brokerage commissions, discounts and other expenses incurred by
individual Selling Stockholders will be borne by such Selling Stockholders.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Our Common Stock is listed on the New York Stock Exchange (the &#147;NYSE&#148;) under
the symbol &#147;VCG.&#148; The last reported sale price of our Common Stock on the NYSE on
August&nbsp;22, 2005 was $13.76 per share.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
See &#147;Risk Factors&#148; beginning on page 7 for information that should be carefully considered by
prospective investors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR
DISAPPROVED OF THESE SECURITIES OR DETERMINED IN THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">The
date of this Reoffer Prospectus is August 23, 2005.
</DIV>




<P align="center" style="font-size: 10pt">1
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left">
<!-- TOC -->
</DIV>
<DIV align="left">
<A name="tocpage"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>TABLE OF CONTENTS</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="68%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><A href="#101">AVAILABLE INFORMATION</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">3</TD>
</TR>
<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><A href="#102">INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">3</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><A href="#103">CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">4</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><A href="#104">THE COMPANY</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">6</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><A href="#105">RISK FACTORS</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">7</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><A href="#106">USE OF PROCEEDS</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">15</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><A href="#107">SELLING STOCKHOLDERS</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">15</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><A href="#108">PLAN OF DISTRIBUTION</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">16</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><A href="#109">LEGAL MATTERS</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">17</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><A href="#110">EXPERTS</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">17</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt">2
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left">
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</DIV>
<DIV align="left">
<A name="101"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>AVAILABLE INFORMATION</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are subject to the information requirements of the Securities Exchange Act of 1934, as
amended (the &#147;Exchange Act&#148;), and in accordance therewith are required to file periodic reports,
proxy statements and other information with the Securities and Exchange Commission (the
&#147;Commission&#148;). The reports, proxy statements and other information that we file can be inspected
and copied at the public reference facilities maintained by the Commission at 450 Fifth Street,
Room&nbsp;1024, N.W., Washington, D.C. 20549, and at the Commission&#146;s Regional Offices. Copies of such
materials can also be obtained by mail from the public reference facilities of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. You may obtain information on
the operation of the Public Reference Room by calling the Commission at 1-(800)-SEC-0330. The
Commission also maintains a site on the World Wide Web that contains reports, proxy and information
statements and other information regarding registrants that file electronically. The address of
such site is http://www.sec.gov. See &#147;Incorporation of Certain Documents by Reference.&#148;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have filed with the Commission a Registration Statement on Form S-8 under the Securities
Act with respect to the Shares offered by this Reoffer Prospectus. This Reoffer Prospectus does
not contain all the information set forth in or annexed as exhibits to the Registration Statement.
For further information with respect to Valor and the Shares offered by this Reoffer Prospectus,
reference is made to the Registration Statement and to the financial statements, schedules and
exhibits filed as part thereof or incorporated by reference herein. Copies of the Registration
Statement, together with such financial statements, schedules and exhibits, may be obtained from
the public reference facilities of the Commission at the addresses listed above, upon payment of
the charges prescribed therefor by the Commission. Statements contained in this Reoffer Prospectus
as to the contents of any contract or other document referred to are not necessarily complete and,
in each instance, reference is made to the copy of such contract or other documents, each such
statement being qualified in its entirety by such reference. Copies of such contracts or other
documents, to the extent that they are exhibits to this Registration Statement, may be obtained
from the public reference facilities of the Commission, upon the payment of the charges prescribed
therefor by the Commission.
</DIV>
<DIV align="left">
<A name="102"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents we have previously filed with the Commission pursuant to the Exchange
Act are hereby incorporated by reference, except as superseded or modified herein:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left">1.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Company&#146;s Annual Report on Form 10-K (File No.&nbsp;001-32422) for the year ended December&nbsp;31,
2004 filed on March&nbsp;31, 2005.</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left">2.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Company&#146;s Quarterly Report on Form 10-Q (File No.&nbsp;001-32422) for the quarter ended March
31, 2005 filed on May&nbsp;13, 2005.</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left">3.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Company&#146;s Quarterly Report on Form 10-Q (File No.&nbsp;001-32422) for the quarter ended June
30, 2005 filed on August&nbsp;12, 2005.</TD>
</TR>

</TABLE>
</DIV>
<P align="center" style="font-size: 10pt">3
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">



</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left">4.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The description of our common stock contained in its Registration Statement on Form S-1 (File
No.&nbsp;333-114298), pursuant to Section 12(g) of the Exchange Act, including any amendment or
report filed for the purpose of updating such description.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, all documents that we file pursuant to Sections&nbsp;13(a), 13(c), 14 and 15(d) of
the Exchange Act after the date of this Reoffer Prospectus and prior to the termination of the
offering of the Shares shall be deemed to be incorporated in and made a part of this Reoffer
Prospectus by reference from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Reoffer Prospectus to the extent that a statement
contained herein or in any subsequently filed document that is also incorporated by reference
herein modifies or replaces such statement. Any statements so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this Reoffer Prospectus.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We hereby undertake to provide without charge to each person, including any beneficial owner
of shares of Common Stock, to whom this Reoffer Prospectus is delivered, on written or oral request
of any such person, a copy of any or all of the foregoing documents incorporated herein by
reference (other than exhibits to such documents). Written or oral requests for such copies should
be directed to Valor Communications Group, Inc., at 201 E. John Carpenter Freeway, Suite&nbsp;200,
Irving, Texas 75062, telephone number (972)&nbsp;373-1000, attention Corporate Secretary.
</DIV>
<DIV align="left">
<A name="103"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As provided by the safe harbor provisions of the Private Securities Litigation Reform Act of
1995, we caution that the statements in this Registration Statement and documents incorporated
herein by reference have forward-looking statements that represent management&#146;s beliefs and
assumptions based on currently available information. Forward-looking statements can be identified
by the use of words such as &#147;believes,&#148; &#147;intends,&#148; &#147;may,&#148; &#147;should,&#148; &#147;anticipates,&#148; &#147;expects&#148; or
comparable terminology or by discussions of strategies or trends. Although we believe that the
expectations reflected in such forward-looking statements are reasonable, we cannot give any
assurances that these expectations will prove to be correct. Such statements by their nature
involve substantial risks and uncertainties that could significantly impact expected results, and
actual future results could differ materially from those described in such forward-looking
statements. Among the factors that could cause actual future results to differ materially are the
risks and uncertainties discussed below and those described from time to time in
materials filed with our other filings with the Commission, including our registration statement on
Form S-1, originally filed April&nbsp;8, 2004. While it is not possible to identify all factors, we
continue to face many risks and uncertainties including, but not limited to, the following:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>our high degree of leverage and significant debt service obligations;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>our ability to refinance our existing indebtedness on terms acceptable to us, or at
all;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>any adverse changes in law or government regulation,
including possible changes to cash funding requirements for our
defined benefit pension plan;</TD>
</TR>

</TABLE>
</DIV>
<P align="center" style="font-size: 10pt">4
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the risk that we may not be able to retain existing customers or obtain new
customers;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the risk of technological innovations outpacing our ability to adapt or replace our
equipment to offer comparable services;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the possibility of labor disruptions;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the risk of increased competition in the markets we serve;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the impact of pricing decisions;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the risk of weaker economic conditions within the United States;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>potential difficulties in integrating completed or future acquisitions;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>uncertainties associated with new product development;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>environmental matters;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>potential outcome of future income tax audits;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>possible future litigation or regulatory proceedings;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>changes in accounting policies or practices adopted voluntarily or as required by
accounting principles generally accepted in the United States; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>other risks and uncertainties.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Should one or more of these risks materialize (or the consequences of such a development
worsen) or should the underlying assumptions prove incorrect, actual results could differ
materially from those forecasted or expected. We disclaim any intention or obligation to update
publicly or revise such statements whether as a result of new information, future events or
otherwise.
</DIV>

<P align="center" style="font-size: 10pt">5
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="104"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>THE COMPANY</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are one of the largest providers of telecommunications services in rural communities in the
southwestern United States and, based on the number of telephone lines we have in service, the
seventh largest independent (non-Bell) local telephone company in the country. As of June&nbsp;30,
2005, we operated approximately 530,000 telephone access lines in primarily rural areas of Texas,
Oklahoma, New Mexico and Arkansas. We believe that in many of our markets we are the only service
provider that offers customers an integrated package of local and long distance voice, high-speed
data and Internet access, and enhanced services such as voicemail and caller identification.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We formed our company in 2000 in connection with the acquisition of select telephone assets
from GTE Southwest Corporation, which is now part of Verizon, and have since acquired the local
telephone company serving Kerrville, Texas. The rural telephone businesses that we own have been
operating in the markets we serve for over 75&nbsp;years. Since our inception, we have invested
substantial resources to improve and expand our network infrastructure to provide high quality
telecommunications services and superior customer care.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We operate our business through telephone company subsidiaries that qualify as rural local
exchange carriers under the Telecommunications Act of 1996. Like many rural telephone companies,
our business has historically been characterized by stable operating results, revenue and cash flow and a relatively
favorable regulatory environment, which includes support payments from the Texas and federal
Universal Service Funds. In 2004, 23.7% of our revenues were attributable to such support
payments. Our access line count decreased by approximately 16,400 lines, or 2.9%, during the year ended
December&nbsp;31, 2004<B>, </B>and by approximately 10,000 lines, or 1.9%, in the six months ended June&nbsp;30,
2005. Excluding the number of access lines we gained in the Kerrville acquisition, we experienced
access line loss in each of the past two fiscal years.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We incorporated in Delaware in March&nbsp;2004. Our principal executive offices are located at 201
E. John Carpenter Freeway, suite 200, Irving, Texas 75062 and our
telephone number is (972)&nbsp;373-1000. Our website address is
www.valortelecom.com. Our common stock is listed on the New York Stock
Exchange under the symbol &#147;VCG&#148;. Information included or
referred to on our website is not part of this prospectus.
</DIV>

<P align="center" style="font-size: 10pt">6
</DIV>

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<DIV align="left">
<A name="105"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>RISK FACTORS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Risks Relating to Our Business</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>We provide services to our customers over access lines and if we continue to lose access lines our
revenues, earnings and cash flow from operations may decrease.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our business generates revenue by delivering voice and data services over access lines. We
have experienced net access line loss over the past few years, and during the year ended December
31, 2004, the number of access lines we serve declined by 2.9% due to challenging economic
conditions, increased competition and the introduction of digital subscriber lines, or DSL, and
cable modems. Furthermore, our access line count decreased by approximately 10,000 lines during
the six months ended June&nbsp;30, 2005. We may continue to experience net access line loss in our
markets for an unforeseen period of time. In addition, in our largest market, Cox Communications,
the incumbent local cable television operator, began offering an alternate local telephone service
in November&nbsp;2004. As a result, we have recently experienced, and expect to continue to experience,
on average, a higher rate of access line loss during the initial launch of service by this
competitor than we have experienced in the past. Our inability to retain access lines could
adversely affect our revenues, earnings and cash flow from operations.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Rapid and significant changes in technology in the telecommunications industry could adversely
affect our ability to compete effectively in the markets in which we operate.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The rapid introduction and development of enhanced or alternative services that are more cost
effective, more efficient or more technologically advanced than the services we offer is a
significant source of potential competition in the telecommunications industry. Technological
developments may reduce the competitiveness of our networks, make our service offerings less
attractive or require expensive and time-consuming capital improvements. If we fail to adapt
successfully to technological changes or fail to obtain timely access to important new
technologies, we could lose customers and have difficulty attracting new customers or selling new
services to our existing customers.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We cannot predict the impact of technological changes on our competitive position,
profitability or industry. Wireless and cable technologies that have emerged in recent years
provide certain advantages over traditional wireline voice and data services. The mobility
afforded by wireless voice services and its competitive pricing appeal to many customers. The
ability of cable television providers to offer voice, video and data services as an integrated
package provides an attractive alternative to traditional voice services from local exchange
carriers. In addition, as the emerging VoIP services develop, some customers may be able to bypass
network access charges. Increased penetration rates for these technologies in our markets could
cause our revenues to decline.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>The competitive nature of the telecommunications industry could adversely affect our revenues,
results of operations and profitability.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The telecommunications industry is very competitive. Increased competition could lead to
price reductions, declining sales volumes, loss of market share, higher marketing costs and reduced
operating margins. Significant and potentially larger competitors could enter our
</DIV>

<P align="center" style="font-size: 10pt">7
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">markets at any time. For example, wireless providers currently compete in most of our rural
markets. We expect this competition to continue, and likely become
more intense, in the future. We
also compete, or may in the future compete, with companies that provide other close substitutes for
the traditional telephone services we provide, like cable television, VoIP, high-speed fiber optic
networks or satellite telecommunications services, and companies that might provide traditional
telephone services over nontraditional network infrastructures, like electric utilities. In our
largest market, Broken Arrow, OK, Cox Communications, the incumbent local cable television
operator, has begun offering cable telephone service. As a result, we have recently experienced,
and expect to continue to experience, on average, a higher rate of access line loss during the
initial launch of service by this competitor than we have experienced in the past.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Weak economic conditions may decrease demand for our services.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are sensitive to economic conditions and downturns in the economy. Downturns in the
economies in the markets we serve could cause our existing customers to reduce their purchases of
our basic and enhanced services and make it difficult for us to obtain new customers.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>We depend on a few key vendors and suppliers to conduct our business and any disruption in our
relationship with any one or more of them could adversely affect our results of operations.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We rely on vendors and suppliers to support many of our administrative functions and to enable
us to provide long distance services. For example, we currently outsource much of our operational
support services to ALLTEL, including our billing and customer care services. Transitioning these
support services to another provider could take a significant period of time and involve
substantial costs. In addition, we have resale agreements with MCI and Sprint to provide our long
distance transmission services. Replacing these resale agreements could be difficult as there are
a limited number of national long distance providers. Any disruptions in our relationship with
these third party providers could have an adverse effect on our business and operations.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Disruption in our networks and infrastructure may cause us to lose customers and incur additional
expenses.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To be successful, we will need to continue to provide our customers with reliable service over
our networks. Some of the risks to our networks and infrastructure include: physical damage to
access lines, breaches of security, capacity limitations, power surges or outages, software defects
and disruptions beyond our control, such as natural disasters and acts of terrorism.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;From time to time in the ordinary course of our business, we experience short disruptions in
our service due to factors such as cable damage, inclement weather and service failures of our
third party service providers. We cannot assure you that we will not experience more significant
disruptions in the future. Disruptions may cause interruptions in service or reduced capacity for
customers, either of which could cause us to lose customers and incur expenses, and thereby
adversely affect our business, revenue and cash flow.
</DIV>

<P align="center" style="font-size: 10pt">8
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Recent difficulties in the telecommunications industry could negatively impact our revenues and
results of operations.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We originate and terminate long distance phone calls on our networks for other interexchange
carriers, some of which are our largest customers in terms of
revenues. In the year ended December&nbsp;31, 2004 and the six months
ended June&nbsp;30, 2005, we generated 16.3% and 15.8%, respectively, of our total revenues from originating and terminating phone calls for interexchange carriers.
Several of these interexchange carriers have declared bankruptcy during the past two years or are
experiencing substantial financial difficulties. MCI WorldCom (now MCI), which declared bankruptcy
in 2002, is one of the major interexchange carriers with which we conduct business. We recorded a
net $1.6&nbsp;million charge due to MCI&#146;s failure to pay amounts owed to us. Further bankruptcies or
disruptions in the businesses of these interexchange carriers could have an adverse effect on our
financial results and cash flows.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Regulatory Risks</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>We received 23.7% of our 2004 revenues from the Texas and federal Universal Service Funds and any
adverse regulatory developments with respect to these funds could curtail our profitability.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We receive Texas and federal Universal Service Fund, or USF, revenues to support the high cost
of providing affordable telecommunications services in rural markets. Such support payments
constituted 23.7% of our revenues for the year ended December&nbsp;31, 2004 and 23.3% of our revenue in
the six months ended June&nbsp;30, 2005. Of these support payments, in the year ended December&nbsp;31,
2004, $102.0&nbsp;million, or 20.1% of our revenues, and in the six
months ended June&nbsp;30, 2005, $50.1&nbsp;million, or 19.9% of our revenues, were received from the Texas USF. In addition, we are
required to make contributions to the Texas USF and federal USF each year. Current state and
federal regulations allow us to recover these costs by including a surcharge on our customers&#146;
bills. Furthermore, we incur no incremental costs associated with the support payments we receive
or the contributions we are required to make. Thus, if Texas and/or federal regulations changed
and we were unable to receive support, such support was reduced, or we are unable to recover the
amounts we contribute to the Texas USF and federal USF from our customers, our earnings and cash
flow from operations would be directly and adversely affected.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The rules governing USF could be altered or amended as a result of regulatory, legislative or
judicial action and impact the amount of USF support that we receive and our ability to recover our
USF contributions by assessing surcharges on our customers&#146; bills. For example, the enabling
statute for the Texas USF currently is under legislative review and
may be modified. Similarly, in
June&nbsp;2004, the Federal Communications Commission, or FCC, asked the Federal-State Joint Board on
Universal Service to review the federal rules relating to universal service support mechanisms for
rural carriers, including addressing the relevant costs and the definition of &#147;rural telephone
company.&#148; It is not possible to predict at this time whether state or federal regulators, Congress
or state legislatures will order modification to those rules or statutes, or the ultimate impact
any such modification might have on us.
</DIV>

<P align="center" style="font-size: 10pt">9
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, the Texas USF rules provide that the Public Utility Commission of Texas must open
an investigation within 90&nbsp;days after any changes are made to the federal USF. Therefore, changes
to the federal USF may prompt similar or conforming changes to the Texas USF. The outcome of any
of these legislative or regulatory changes could affect the amount of Texas USF support that we
receive, and could have an adverse effect on our business, revenue or profitability.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Reductions in the amount of network access revenue that we receive could negatively impact our
results of operations.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the year ended December&nbsp;31, 2004, we derived $126.8&nbsp;million, or 25.0% of our revenues, and
in the six months ended June&nbsp;30, 2005, we derived $60.4&nbsp;million, or 24.0% of our revenues, from
network access charges. Our network access revenue consists of (1)&nbsp;usage sensitive fees we charge
to long distance companies for access to our network in connection with the completion of
interstate and intrastate long distance calls, (2)&nbsp;fees charged for use of dedicated circuits and
(3)&nbsp;end user fees, which are monthly flat-rate charges assessed on access lines. Federal and state
regulatory commissions set these access charges, and they could change the amount of the charges or
the manner in which they are charged at any time. The FCC is currently examining proposals to
revise interstate access charges and other intercarrier compensation. The outcome of this
proceeding is uncertain and could result in significant changes to the way in which we receive
compensation from our customers. Also, as people in our markets decide to use Internet, wireless
or cable television providers for their local or long distance calling needs, rather than using our
wireline network, the reduction in the number of access lines or minutes of use over our network
could reduce the amount of access revenue we collect. As penetration rates for these technologies
increase in rural markets, our revenues could decline. In addition, if our customers take
advantage of favorable calling plans offered by wireless carriers for their long distance calling
needs, it could reduce the number of long distance calls made over our network, thereby decreasing
our access revenue. Furthermore, the emerging technology application known as Voice over Internet
Protocol, or VoIP, can be used to carry voice communications services over a broadband Internet
connection. The FCC has ruled that some VoIP arrangements are not subject to regulation as
telephone services. Recently, the FCC ruled that certain VoIP services are jurisdictionally
interstate, and preempted the ability of the states to regulate such VoIP applications or
providers. The FCC has pending a proceeding that will address the applicability of various
regulatory requirements to VoIP providers, however, we cannot assure you that this proceeding will
result in VoIP providers having to pay access charges. Expanded use of VoIP technology could
reduce the access revenues received by local exchange carriers like us. We cannot predict whether
or when VoIP may be required to pay or be entitled to receive access charges or universal service
fund support, or the extent to which users will substitute VoIP calls for traditional wireline
communications or the effect of the growth of VoIP on our revenues.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>The introduction of new competitors or the better positioning of existing competitors due to
regulatory changes could cause us to lose customers and impede our ability to attract new
customers.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Changes in regulations that open our markets to more competitors offering substitute services
could impact our profitability because of increases in the costs of attracting and
</DIV>

<P align="center" style="font-size: 10pt">10
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">retaining customers and decreases in revenues due to lost customers and the need to offer
competitive prices. We face competition from current and potential market entrants, including:
</DIV>


<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>domestic and international long distance providers seeking to enter,
reenter or expand entry into the local telecommunications marketplace;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>other domestic and international competitive telecommunications
providers, wireless carriers, resellers, cable television companies
and electric utilities; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>providers of broadband and Internet services.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Regulatory requirements designed to facilitate the introduction of competition, the
applicability of different regulatory requirements between our competitors and us, or decisions by
legislators or regulators to exempt certain providers or technologies from the same level of
regulation that we face, could adversely impact our market position and our ability to offer
competitive alternatives.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In November&nbsp;2003, the FCC ordered us and other local exchange carriers to adopt
wireline-to-wireless local number portability. This may help wireless carriers compete against us
because if customers switch from traditional local telephone service to wireless service, they can
now transfer their local telephone number to their wireless provider. On remand from the United
States Court of Appeals for the District of Columbia Circuit, the FCC is examining the impact of
the rules on &#147;small entities,&#148; which by definition includes Valor. Pending completion of this
review, the court stayed the impact of the wireline-to-wireless porting rules on small entities.
In addition, federal and state regulators and courts are addressing many aspects of our obligations
to provide unbundled network elements and discounted wholesale rates to competitors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>New regulations and changes in existing regulations may force us to incur significant expenses.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our business may also be impacted by legislation and regulation that impose new or greater
obligations related to assisting law enforcement, bolstering homeland security, minimizing
environmental impacts or addressing other issues that impact our business. For example, existing
provisions of the Communications Assistance for Law Enforcement Act, or CALEA, and FCC regulations
implementing CALEA require telecommunications carriers to ensure that their equipment, facilities,
and services are able to facilitate authorized electronic surveillance. On August&nbsp;4, 2004, in
response to a joint petition filed by the Department of Justice, Federal Bureau of Investigation,
and the Drug Enforcement Administration, the FCC launched a Notice of Proposed Rulemaking proposing
a thorough examination of the appropriate legal and policy framework of CALEA. In this proceeding,
the FCC will examine issues relating to the scope of CALEA&#146;s applicability to services such as
broadband Internet access, as well as implementation and enforcement issues. We cannot predict the
eventual outcome of this proceeding or what compliance with any rules adopted by the FCC may cost.
Similarly, we cannot predict whether or when federal or state legislators or regulators might
impose new security, environmental or other obligations on our business.
</DIV>

<P align="center" style="font-size: 10pt">11
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>A reduction by a state regulatory body or the FCC of the rates we charge our customers would reduce
our revenues, earnings and cash flow from operations.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The prices, terms and conditions of the services that we offer to local telephone customers
are subject to state regulatory approval. If a state regulatory body orders us to reduce a price,
withdraws our approval to charge a certain price, changes material terms or conditions of a service
we offer or refuses to approve or limits our ability to offer a new or existing service, our
revenues, earnings and cash flow from operations may be reduced.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;FCC regulations also affect the rates that are charged to customers. The FCC regulates
tariffs for interstate access and subscriber line charges, both of which are components of our
revenues. The FCC currently is considering proposals to reduce interstate access charges for
carriers like us. If the FCC lowers interstate access charges without adopting an adequate revenue
replacement mechanism, we may be required to recover more revenue through subscriber line charges
and Universal Service Funds or forego this revenue altogether. This could reduce our revenue or
impair our competitive position.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Our business is subject to extensive regulation that could change in a manner adverse to us.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We operate in a heavily regulated industry, and most of our revenues come from providing
services regulated by the FCC and the state public utility commissions. Federal and state
communications laws may be amended in the future, and other laws may affect our business. The FCC
and the state public utility commissions may add new rules, amend their rules or change the
interpretation of their rules at any time. Laws and regulations applicable to us and our
competitors may be, and have been, challenged in the courts, and could be changed at any time. We
cannot predict future developments or changes to the regulatory environment, or the impact such
developments or changes would have on us.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Risks Relating to Our Common Stock and Senior Debt</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Our dividend policy may limit our ability to pursue growth opportunities.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our board of directors has adopted a dividend policy that reflects an intention to distribute
a substantial portion of the cash generated by our business in excess of operating needs, interest
and principal payments on our indebtedness and capital expenditures as regular quarterly dividends
to our stockholders. As a result, we may not retain a sufficient amount of cash to finance growth
opportunities or to fund our operations in the event of a significant business downturn. In
addition, because a significant portion of cash available to pay dividends is distributed to
holders of our common stock under our dividend policy, our ability to pursue any material expansion
of our business, including through acquisitions, increased capital spending or other increases of
our expenditures, depends more than it otherwise would on our ability to obtain third party
financing. We cannot assure you that such financing will be available to us at all, or at an
acceptable cost.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>You may not receive any dividends.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are not obligated to pay dividends. Dividend payments are not guaranteed and are within the
absolute discretion of our board of directors. Future dividends with respect to shares
</DIV>

<P align="center" style="font-size: 10pt">12
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">of our common stock, if any, will depend on, among other things, our results of operations,
cash requirements, financial condition, contractual restrictions, business opportunities,
anticipated cash needs, provisions of applicable law and other factors that our board of directors
may deem relevant. In addition, we have reported a loss from continuing operations in the past.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We might not generate sufficient cash from operations in the future to pay dividends on our
common stock in the intended amounts or at all. Our board of directors may decide not to pay
dividends at any time and for any reason. Our dividend policy is based upon our directors&#146; current
assessment of our business and the environment in which we operate, and that assessment could
change based on competitive or technological developments (which could, for example, increase our
need for capital expenditures), new growth opportunities or other factors. If our cash flows from
operations for future periods were to fall below our minimum expectations, we would need either to
reduce or eliminate dividends or, to the extent permitted under the terms of our senior credit
facility, fund a portion of our dividends with borrowings or from other sources. If we were to use
working capital or permanent borrowings to fund dividends, we would have less cash and/or borrowing
capacity available for future dividends and other purposes, which could negatively affect our
financial condition, our results of operations, our liquidity and our ability to maintain or expand
our business. Our board is free to depart from or change our dividend policy at any time and could
do so, for example, if it were to determine that we had insufficient cash to take advantage of
growth opportunities. In addition, our senior credit facility contains, and any agreement we enter
into in the future to refinance this indebtedness may contain, limitations on our ability to pay
dividends.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Our substantial indebtedness could restrict our ability to pay dividends and impact our financing
options and liquidity position.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As of June&nbsp;30, 2005, we had approximately $1.2&nbsp;billion of total debt outstanding. The degree
to which we are leveraged on a consolidated basis could have important consequences to the holders
of our common stock, including:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>it may be more difficult to pay dividends on our common stock;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>our ability to obtain additional financing in the future for working capital,
capital expenditures or acquisitions may be limited;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>we may be unable to refinance our indebtedness on terms acceptable to us or at all;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>a significant portion of our cash flow from operations is likely to be dedicated to
the payment of the principal of and interest on our indebtedness, thereby reducing
funds available for other corporate purposes; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>our substantial indebtedness may make us more vulnerable to economic downturns and
limit our ability to withstand competitive pressures.</TD>
</TR>

</TABLE>
</DIV>
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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">



</TABLE>
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>We are subject to restrictive debt covenants that impose operating and financial restrictions on
our operations and could limit our ability to grow our business.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Covenants in our senior credit facility impose significant operating and financial
restrictions on us. These restrictions prohibit or limit, among other things:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the incurrence of additional indebtedness and the issuance of preferred stock and
certain redeemable capital stock;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the payment of dividends on, and the repurchase of, capital stock;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>a number of other restricted payments, including investments and acquisitions;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>specified sales of assets;</TD>
</TR>

<TR>

    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>specified transactions with affiliates;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the creation of a number of liens;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>consolidations, mergers and transfers of all or substantially all of our assets; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>our ability to change the nature of our business.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;These restrictions could limit our ability to obtain future financing, make acquisitions,
withstand downturns in our business or take advantage of business opportunities. Furthermore, our
senior credit facility requires us to maintain specified total leverage and interest coverage
ratios and to satisfy specified financial condition tests, and under certain circumstances requires
us to make quarterly mandatory prepayments with a portion of our available cash.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>If we fail to comply with the restrictive covenants in our senior credit facility, our senior
lenders may accelerate the payment of indebtedness outstanding under our senior credit facility.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The terms of our senior credit facility include several restrictive covenants that prohibit us
from prepaying our other indebtedness while indebtedness under the facility is outstanding. Our
senior credit facility will also require us to maintain specified financial ratios and satisfy
financial condition tests. Our ability to comply with the ratios or tests may be affected by
events beyond our control, including prevailing economic, financial and industry conditions.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A breach of any of these covenants, ratios or tests could result in a default under our senior
credit facility. Upon the occurrence of an event of default, the lenders could elect to declare all
amounts outstanding under our senior credit facility, together with accrued interest, to be
immediately due and payable. If we were unable to repay or refinance those amounts, the lenders
could proceed against the security granted to them to secure that indebtedness. If the lenders
accelerate the payment of the indebtedness, our assets may not be sufficient to repay in full this
indebtedness.
</DIV>

<P align="center" style="font-size: 10pt">14
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>We are a holding company with no operations, and unless we receive dividends and other payments or
distributions, advances and transfers of funds from our subsidiaries, we will be unable to meet our
debt service and other obligations.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are a holding company and conduct all of our operations through our subsidiaries. We
currently have no significant assets other than equity interests in our subsidiaries. As a result,
we will rely on dividends and other payments or distributions from our subsidiaries to meet our
debt service obligations and enable us to pay dividends. The ability of our subsidiaries to pay
dividends or make other payments or distributions to us will depend on their respective operating
results and may be restricted by, among other things, the laws of their jurisdiction of
organization (which may limit the amount of funds available for the payment of dividends),
agreements of those subsidiaries, the terms of our senior credit facility (under which the equity
interests of our subsidiaries will be pledged), and the covenants of any future outstanding
indebtedness we or our subsidiaries incur.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Our interest expense may increase significantly and could cause our net income and distributable
cash to decline significantly.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our senior credit facility is subject to periodic renewal or must otherwise be refinanced. We
may not be able to renew or refinance the credit facility, or if renewed or refinanced, the renewal
or refinancing may occur on less favorable terms, including higher interest rates. Borrowings under
the facility are made at a floating rate of interest. In the event of an increase in the base
reference interest rates, our interest expense will increase and could have a material adverse
effect on our ability to make cash dividend payments to our stockholders. Our ability to continue
to expand our business will, to a large extent, be dependent upon our ability to borrow funds under
our senior credit facility and to obtain other third party financing, including through the sale of
common stock or other securities. We cannot assure you that such financing will be available to us
on favorable terms or at all.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Limitations on use of our net operating losses may negatively affect our ability to pay dividends to you.</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Because
certain of our subsidiaries may have had an &#147;ownership change&#148; for purposes of Section 382
of the Internal Revenue Code as a result of  our reorganization that occurred immediately prior to the consummation of our initial public offering, the use of our current net operating losses to offset our taxable income for taxable periods (or portions thereof) beginning after
the ownership change will be limited pursuant to Section 382 of the Internal Revenue Code. In addition, we may have another &#147;ownership change&#148; for
purposes of Section 382 of the Internal Revenue Code subsequent to the initial public offering if, under certain circumstances, our existing equity holders were to sell within a three-year period all (or most) of our common stock that they received in our reorganization. If we do
experience another ownership change, we may be further limited, pursuant to Section 382 of the Internal Revenue Code, in using our then-current net operating losses to offset taxable income for taxable periods (or portions thereof) beginning after the second ownership change. Consequently, in the future we may be required to pay increased cash income taxes
because of the Section 382 limitations on our ability to use our net operating losses. Increase cash taxes would reduce our after-tax cash flow available for payment of dividends on our common stock.
</DIV>

<DIV align="left">
<A name="106"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>USE OF PROCEEDS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We will not receive any of the proceeds from the sale of the shares by the Selling
Stockholders. All sale proceeds will be received by the Selling Stockholders. However, to the
extent that a Selling Stockholder or any eligible employee exercises options to purchase shares of
Common Stock that are sold under the Registration Statement of which this Reoffer Prospectus forms
a part, we will receive the proceeds from the exercise of those options. We expect to use the
proceeds from the exercise of those options for working capital purposes. Specific determinations
will be made at the respective times that the exercises occur.
</DIV>
<DIV align="left">
<A name="107"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SELLING STOCKHOLDERS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
7,760 shares of our Common Stock to which this Reoffer Prospectus relates are restricted
Common Stock granted under the Plan to the employees listed below. The Selling Stockholders may
resell all, a portion, or none of the shares of Common Stock from time to time subject to the
Securities Act. All information contained in the table below is based upon information provided to
us by the Selling Stockholders, and we have not independently verified
</DIV>

<P align="center" style="font-size: 10pt">15
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">this information. Each Selling stockholder holds less than one percent of our Common Stock
outstanding as of August&nbsp;22, 2005. The Selling Stockholders are not making any representation that
any shares covered by the Reoffer Prospectus will be offered for sale.
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="64%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Number of Shares</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Beneficially Owned</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Number of Shares</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>other than the</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>to be beneficially</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Shares covered by</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Number of Shares</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>owned if all shares</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>this Reoffer</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>covered by this</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>offered hereby</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Name</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Prospectus</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Reoffer Prospectus</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>are sold</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Diane M. Crimmins</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">200</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Carl S. Nunes</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">350</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">David H. Daniel</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,758</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">350</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,758</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Danny Joe Ammons</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8,275</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">300</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8,275</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Lois L. Place</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,758</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">300</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,758</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Donald Dober</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,060</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Sheryl Seyer</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,600</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">James Miles</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,600</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Information regarding the Selling Stockholders, including the number of shares offered for
sale, may change from time to time and any changed information will be set forth in a prospectus
supplement to the extent required. The address of each Selling Stockholder is care of Valor
Communications Group, Inc. 201 E. John Carpenter Freeway, Suite&nbsp;200, Irving, Texas 75062.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any Selling Stockholder may from time to time sell under this Reoffer Prospectus any or all of
the shares of Common Stock owned by it. Because the Selling
Stockholders are not obligated to sell
any or all of the shares of Common Stock they hold, we cannot estimate the number of shares of
Common Stock that the Selling Stockholder will beneficially own after this offering.
</DIV>
<DIV align="left">
<A name="108"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PLAN OF DISTRIBUTION</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Selling Stockholders may sell the Shares from time to time on the New York Stock Exchange,
or otherwise, at prices and terms then prevailing or at prices related to the then current market
price, or in negotiated transactions. The Selling Stockholders expect to employ brokers or dealers
in order to sell the Shares. Brokers or dealers engaged by the Selling Stockholders may arrange
for other brokers or dealers to participate. Brokers or dealers will receive commissions or
discounts from the Selling Stockholders or from purchasers in amounts to be negotiated, which
commissions and discounts are not expected to deviate from usual brokers&#146; commissions. Neither we
nor the Selling Stockholders expect to employ, utilize or otherwise engage any finders to assist in
the sales of the Shares.
</DIV>

<P align="center" style="font-size: 10pt">16
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="109"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>LEGAL MATTERS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The validity of the shares of common stock which are originally offered under the Registration
Statement of which this reoffer prospectus forms a part will be passed upon for us by Kirkland &#038;
Ellis LLP, New York, New York.
</DIV>
<DIV align="left">
<A name="110"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>EXPERTS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
consolidated financial statements and related financial statement
schedules incorporated in this prospectus by reference from Company&#146;s Annual
Report on Form 10-K for the year ended December&nbsp;31, 2004 have been audited by Deloitte &#038; Touche
LLP, an independent registered public accounting firm, as stated in their reports (which express an
unqualified opinion on the consolidated financial statements and
financial statement schedule), which are incorporated herein by
reference, and
have been so incorporated in reliance upon the reports of such firm given upon their authority as
experts in accounting and auditing.
</DIV>

<P align="center" style="font-size: 10pt">17
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">You should rely only on the information contained in this Reoffer Prospectus. No dealer,
salesperson or other person is authorized to give information that is not contained in this Reoffer
Prospectus. This Reoffer Prospectus is not an offer to sell nor does it constitute an offer to buy
these securities in any jurisdiction where the offer or sale is not permitted. The information
contained in this Reoffer Prospectus is correct only as of the date of this Reoffer Prospectus,
regardless of the time of the delivery of this Reoffer Prospectus or any sale of these securities.
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>7,760 Shares</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 6pt"><B>VALOR COMMUNICATIONS GROUP, INC.</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 6pt"><B>COMMON STOCK</B>
</DIV>

<DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 15%; border-top: 1px solid #000000">&nbsp;</DIV></DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 6pt"><B>PROSPECTUS</B>
</DIV>

<DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 15%; border-top: 1px solid #000000">&nbsp;</DIV></DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt">August
23, 2005
</DIV>


<P align="center" style="font-size: 10pt">
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PART II</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 6pt"><B>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;3. Incorporation of Certain Documents by Reference.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents filed with the Commission are incorporated herein by reference:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left">1.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The registrant&#146;s Annual Report on Form 10-K (File No.&nbsp;001-32422) for the year ended December
31, 2004 filed on March&nbsp;31, 2005.</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left">2.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The registrant&#146;s Quarterly Report on Form 10-Q (File No.&nbsp;001-32422) for the quarter ended
March&nbsp;31, 2005 filed on May&nbsp;13, 2005.</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left">3.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Company&#146;s Quarterly Report on Form 10-Q (File No.&nbsp;001-32422) for the quarter ended June
30, 2005 filed on August&nbsp;12, 2005.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All reports and other documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement, but
prior to the filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference herein and to be a part hereof from the date of the filing of such
reports an documents.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any statement contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this Registration Statement to
the extent that a statement contained herein or in any other subsequently filed document which also
is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as to modified or superseded, to
constitute a part of this Registration Statement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;4. Description of Securities.</B>
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;5. Interests of Named Experts and Counsel.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;6. Indemnification of Directors and Officers.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Delaware</I>. The General Corporation Law of the State of Delaware (&#147;DGCL&#148;) authorizes
corporations to limit or eliminate the personal liability of directors to corporations and their
stockholders for monetary damages for breaches of directors&#146; fiduciary duties. The certificates of
incorporation of the Delaware registrants include a provision that eliminates the personal
liability
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">II &#151; 1
</DIV>


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">of directors for monetary damages for actions taken as a director, except for liability for
breach of duty of loyalty; for acts or omissions not in good faith or involving intentional
misconduct or knowing violation of law; under Section&nbsp;174 of the DGCL (unlawful dividends and stock
repurchases); or for transactions from which the director derived improper personal benefit.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The certificates of incorporation of the Delaware registrants provide that these registrants
must indemnify their directors and officers to the fullest extent authorized by the DGCL and must
also pay expenses incurred in defending any such proceeding in advance of its final disposition
upon delivery of an undertaking, by or on behalf of an indemnified person, to repay all amounts so
advanced if it should be determined ultimately that such person is not entitled to be indemnified
under this section or otherwise.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The indemnification rights set forth above shall not be exclusive of any other right which an
indemnified person may have or hereafter acquire under any statute, provision of our amended and
restated certificate of incorporation, our by laws, agreement, vote of stockholders or
disinterested directors or otherwise.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Valor Communications Group, Inc. maintains insurance to protect itself and its directors and,
officers and those of its subsidiaries against any such expense, liability or loss, whether or not
it would have the power to indemnify them against such expense, liability or loss under applicable
law.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Texas</I>. Article&nbsp;2.02-1 of the Texas Business Corporation Act (the &#147;TBCA&#148;) provides that a
director of a Texas corporation may be indemnified against judgments, penalties, fines, settlements
and reasonable expenses actually incurred by him in connection with any action, suit or proceeding
in which he was, is, or is threatened to be made a named defendant by reason of his position as
director or officer, provided that he conducted himself in good faith and reasonably believed that,
in the case of conduct in his official capacity as a director or officer of the corporation, such
conduct was in the corporation&#146;s best interests; and, in all other cases, that such conduct was at
least not opposed to the corporation&#146;s best interests. If a director is found liable to the
corporation or is found liable on the basis that personal benefit was improperly received by the
person, the indemnification is limited to reasonable expenses actually incurred by the person in
connection with the proceeding and shall not be made in respect of any proceeding in which the
person shall have been found liable for willful or intentional misconduct in the performance of his
duty to the corporation. In the case of a criminal proceeding, a director or officer may be
indemnified only if he had no reasonable cause to believe his conduct was unlawful. If a director
or officer is wholly successful, on the merits or otherwise, in connection with such a proceeding,
such indemnification is mandatory.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The TBCA further provides that a corporation may indemnify and advance expenses to an officer,
employee or agent of the corporation, and to those who are not or were not officers, employees or
agents but who are or were serving at the request of the corporation, to the same extent that it
may indemnify and advance expenses to directors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;7. Exemption from Registration Claimed.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not Applicable.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">II &#151; 2
</DIV>




<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;8. Exhibits.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Reference is made to the Exhibit&nbsp;Index that immediately precedes the exhibits filed with this
Registration Statement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;9. Undertakings.</B>
</DIV>


<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The undersigned registrant hereby undertakes:</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement;</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="10%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="10%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>To reflect in the prospectus any facts or
events arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20
percent change in the maximum aggregate offering price set forth in the
&#147;Calculation of Registration Fee&#148; table in the effective registration
statement;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="10%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>To include any material information with
respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in
the registration statement;</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>That, for the purpose of determining any liability under the
Securities Act of 1933 each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
<I>bona fide </I>offering thereof.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(3)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>To remove from registration means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The undersigned registrant hereby further undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant&#146;s annual report pursuant to Section 13(a) or Section 15(d) of the</TD>
</TR>

</TABLE>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">II &#151; 3
</DIV>




<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Exchange Act of 1934 (and, where applicable, each filing of any employee benefit
plan&#146;s annual report pursuant to Section 15(d) of the Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the offering
of such securities at that time shall be deemed to be the initial <I>bona fide </I>offering
thereof.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(c)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Insofar as the indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable. In the event
that a claim for indemnification against such liabilities (other than the payment by
the registrant of express expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in connection
with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">II &#151; 4
</DIV>




<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SIGNATURES</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act, the registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Irving, State of Texas, August 23, 2005.
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="48%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">VALOR COMMUNICATIONS GROUP, INC.</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" colspan="3">By:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; /s/&nbsp;John J. Mueller</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Name:
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">John J. Mueller</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Title:
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">President and Chief Executive Officer</TD>
</TR>
<!-- End Table Body -->

</TABLE>
</DIV>


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby
constitutes and appoints John J. Mueller and William M. Ojile, Jr. his true and lawful
attorney-in-fact and agent, with full power of substitution and revocation, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same with all exhibits
thereto, and other documents in connection therewith, with the Securities and Exchange Commission,
granting unto such attorney-in-fact and agent full power and authority to do and perform such, each
and every act and thing requisite and necessary to be done, as fully to all intents and purposes as
such person might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933 this Registration Statement and the
foregoing Power of Attorney have been signed by the following persons in the capacities and on the
date indicated.
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="45%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="50%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ John J. Mueller&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">President and Chief Executive Officer</TD>
</TR>
<TR valign="bottom">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">John J. Mueller
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(Principal Executive Officer)</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Randal S. Dumas&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Vice President &#151; Accounting and Controller</TD>
</TR>
<TR valign="bottom">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">Randal S. Dumas
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(Principal Financial and Accounting Officer)</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Anthony J. de Nicola&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">Anthony J. de Nicola
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Chairman and Director</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Kenneth R. Cole&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">Kenneth R. Cole
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Vice Chairman and Director</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Sanjay Swani&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">Sanjay Swani
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Norman W. Alpert&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">Norman W. Alpert
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Stephen Brodeur&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">Stephen Brodeur
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Michael E. Donovan&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">Michael E. Donovan
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Edward L. Lujan&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">Edward L. Lujan
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ M. Ann Padilla&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">M. Ann Padilla
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Federico Pena&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">Federico Pena
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Edward J. Heffernan&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">Edward J. Heffernan
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>INDEX OF EXHIBITS</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="10%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="90%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000">Exhibit No.</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">Description</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Restated Certificate of Incorporation, of the registrant.&#043;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By-laws of the registrant, as amended to date.&#043;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Valor Communications Group, Inc. 2005 Long-Term Equity Incentive Plan&#043;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.4
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Securityholders Agreement&#043;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Kirkland &#038; Ellis LLP, counsel to the registrant*</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Deloitte &#038; Touche LLP*</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Kirkland &#038; Ellis LLP (included in Exhibit&nbsp;5.1)*</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">24.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Powers of Attorney (included in the signature page)*</TD>
</TR>
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    <TD nowrap align="left">&#043;</TD>
    <TD>&nbsp;</TD>
    <TD>Previously filed as exhibits to registrant&#146;s Registration Statement on Form S-1, File No.&nbsp;114298,
filed on April&nbsp;8, 2004 and incorporated herein by reference.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">*</TD>
    <TD>&nbsp;</TD>
    <TD>Filed herewith</TD>
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sv8
Table of Contents
As filed
with the Securities and Exchange Commission on August 23, 2005
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VALOR COMMUNICATIONS GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
20-0792300
(I.R.S. Employer Identification No.)
201 E. John Carpenter Freeway, Suite 200
Irving, Texas 75062
(Address of Principal Executive Offices) (Zip Code)
Valor Communications Group, Inc.
2005 Long-Term Equity Incentive Plan
(Full Title of the Plan)
William M. Ojile, Jr., Esq.
Valor Communications Group, Inc.
201 E. John Carpenter Freeway, Suite 200
Irving, Texas 75062
(Name and Address of Agent For Service)
(972) 373-1000
(Telephone Number, Including Area Code, of Agent For Service)
(Copies to)
Joshua N. Korff, Esq.
Kirkland & Ellis LLP
Citigroup Center
153 East 53rd Street
New York, New York 10022
(212) 446-4800
CALCULATION OF REGISTRATION FEE
Title of Each Class of
Proposed Maximum
Proposed Maximum
Securities To Be
Amount To Be
Offering Price Per
Aggregate Offering
Amount of
Registered
Registered (1)
Share
Price
Registration Fee
Class A Common
Stock, par value
$.0001 per share
485,724 shares
$13.57 per share
$
6,591,274.68
$
775.79
(2)
Class A Common
Stock, par value
$.0001 per share
7,760 shares
$13.57 per share
$
105,303.20
$
12.39
(3)
Table of Contents
(1)
This registration statement relates to 485,724 shares of restricted common stock
and shares of common stock subject to stock options to be granted under the Valor
Communications Group, Inc. 2005 Long-Term Equity Incentive Plan ("Plan"). This registration
statement also relates to the resale of 7,760 shares of restricted common stock granted to
certain selling stockholders pursuant to the Plan.
(2)
Estimated for purposes of calculating the Registration Fee pursuant to Rule 457(h) under the
Securities Act of 1933, as amended as follows: (i) in the case of shares to be purchased upon
the exercise of outstanding options, the fee is based on the average of the high and low price
as reported on the New York Stock Exchange on August 19, 2005 (within 5 business days prior to
the filing of this Registration Statement) was $13.57 per share.
(3)
Estimated for purposes of calculating the Registration Fee pursuant to Rule 457(c) under the
Securities Act of 1933, as amended as follows: (i) in the case of shares to be purchased upon
the exercise of outstanding options, the fee is based on the average of the high and low price
as reported on the New York Stock Exchange on August 19, 2005 (within 5 business days prior to
the filing of this Registration Statement) was $13.57 per share.
EXPLANATORY NOTE
This Registration Statement registers shares, par value $0.0001 per share, of common stock of
Valor Communications Group, Inc. (the "Company"), that may be issued and sold under the Plan, and
also registers the resale by certain selling stockholders of shares of common stock that have been
issued under the Plan.
This Registration Statement contains two parts. The first part contains a reoffer prospectus
prepared in accordance with Part I of Form S-3 (in accordance with Instruction C of the General
Instructions to Form S-8) which covers reoffers and resales of shares of the common stock issued
pursuant to the Plan. The second part contains information required in the Registration Statement
pursuant to Part II of Form S-8. Pursuant to the Note to Part I of Form S-8, the plan information
specified by Part I of Form S-8 does not need to be filed with the Securities and Exchange
Commission.
This Registration Statement includes a reoffer prospectus for the individuals listed under the
"Selling Stockholders" section of the reoffer prospectus which does not constitute a commitment to
sell any or all of the stated number of shares of common stock. The number of shares offered shall
be determined from time to time by each selling stockholder at their sole discretion and such
individuals are listed as selling stockholders solely to register the shares that each has received
under the Plan.
Table of Contents
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information.
The documents containing the information specified in Part I (plan and registrant information)
will be delivered in accordance with Rule 428(b)(1) under the Securities Act of 1933, as amended
(the "Securities Act") to the participants of the Valor Communications Group, Inc. 2005 Long-Term
Equity Incentive Plan (the "Plan"). Such documents are not required to be, and are not, filed with
the Securities and Exchange Commission (the "Commission"), either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities
Act. These documents, and the documents incorporated by reference in this Registration Statement
pursuant to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information
.
Upon written or oral request, any of the documents incorporated by reference in Item 3 of Part
II of this Registration Statement, which are also incorporated by reference in the Section 10(a)
prospectus, other documents required to be delivered to eligible participants pursuant to Rule
428(b), or additional information about the Valor Communications Group, Inc. 2005 Long-Term Equity
Incentive Plan will be available without charge by contacting William M. Ojile, Jr., Esq., Chief
Legal Officer and Secretary, Valor Communications Group, Inc., 201 E. John Carpenter Freeway, Suite
200, Irving, Texas 75062, (972) 373-1000.
I-1
Table of Contents
REOFFER PROSPECTUS
7,760 Shares
VALOR COMMUNICATIONS GROUP, INC.
Common Stock
The shares of common stock of Valor Communications Group, Inc., par value $.0001 per share
(the "Common Stock"), covered by this Reoffer Prospectus may be offered and sold to the public by
the certain selling stockholders (the "Selling Stockholders"). The Selling Stockholders received
these shares of Common Stock (the "Shares") through awards granted under the Valor Communications
Group, Inc. 2005 Long-Term Equity Incentive Plan (the "Plan").
All or a portion of the Shares may be offered for sale, from time to time, on the New York
Stock Exchange or otherwise, as prices and terms then obtainable, subject to certain limitations.
However, any shares covered by this Reoffer Prospectus which qualify for sale pursuant to Rule 144
under the Securities Act may be sold under Rule 144 instead of pursuant to this Reoffer Prospectus.
See "Plan of Distribution."
We will not receive any of the proceeds from the sale of the Shares by the Selling
Stockholders. All expenses of registration incurred in connection with this Reoffer Prospectus are
being borne by us, but all brokerage commissions, discounts and other expenses incurred by
individual Selling Stockholders will be borne by such Selling Stockholders.
Our Common Stock is listed on the New York Stock Exchange (the "NYSE") under
the symbol "VCG." The last reported sale price of our Common Stock on the NYSE on
August 22, 2005 was $13.76 per share.
See "Risk Factors" beginning on page 7 for information that should be carefully considered by
prospective investors.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR
DISAPPROVED OF THESE SECURITIES OR DETERMINED IN THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The
date of this Reoffer Prospectus is August 23, 2005.
1
Table of Contents
TABLE OF CONTENTS
AVAILABLE INFORMATION
3
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
3
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
4
THE COMPANY
6
RISK FACTORS
7
USE OF PROCEEDS
15
SELLING STOCKHOLDERS
15
PLAN OF DISTRIBUTION
16
LEGAL MATTERS
17
EXPERTS
17
2
Table of Contents
AVAILABLE INFORMATION
We are subject to the information requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith are required to file periodic reports,
proxy statements and other information with the Securities and Exchange Commission (the
"Commission"). The reports, proxy statements and other information that we file can be inspected
and copied at the public reference facilities maintained by the Commission at 450 Fifth Street,
Room 1024, N.W., Washington, D.C. 20549, and at the Commission's Regional Offices. Copies of such
materials can also be obtained by mail from the public reference facilities of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. You may obtain information on
the operation of the Public Reference Room by calling the Commission at 1-(800)-SEC-0330. The
Commission also maintains a site on the World Wide Web that contains reports, proxy and information
statements and other information regarding registrants that file electronically. The address of
such site is http://www.sec.gov. See "Incorporation of Certain Documents by Reference."
We have filed with the Commission a Registration Statement on Form S-8 under the Securities
Act with respect to the Shares offered by this Reoffer Prospectus. This Reoffer Prospectus does
not contain all the information set forth in or annexed as exhibits to the Registration Statement.
For further information with respect to Valor and the Shares offered by this Reoffer Prospectus,
reference is made to the Registration Statement and to the financial statements, schedules and
exhibits filed as part thereof or incorporated by reference herein. Copies of the Registration
Statement, together with such financial statements, schedules and exhibits, may be obtained from
the public reference facilities of the Commission at the addresses listed above, upon payment of
the charges prescribed therefor by the Commission. Statements contained in this Reoffer Prospectus
as to the contents of any contract or other document referred to are not necessarily complete and,
in each instance, reference is made to the copy of such contract or other documents, each such
statement being qualified in its entirety by such reference. Copies of such contracts or other
documents, to the extent that they are exhibits to this Registration Statement, may be obtained
from the public reference facilities of the Commission, upon the payment of the charges prescribed
therefor by the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents we have previously filed with the Commission pursuant to the Exchange
Act are hereby incorporated by reference, except as superseded or modified herein:
1.
The Company's Annual Report on Form 10-K (File No. 001-32422) for the year ended December 31,
2004 filed on March 31, 2005.
2.
The Company's Quarterly Report on Form 10-Q (File No. 001-32422) for the quarter ended March
31, 2005 filed on May 13, 2005.
3.
The Company's Quarterly Report on Form 10-Q (File No. 001-32422) for the quarter ended June
30, 2005 filed on August 12, 2005.
3
Table of Contents
4.
The description of our common stock contained in its Registration Statement on Form S-1 (File
No. 333-114298), pursuant to Section 12(g) of the Exchange Act, including any amendment or
report filed for the purpose of updating such description.
In addition, all documents that we file pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act after the date of this Reoffer Prospectus and prior to the termination of the
offering of the Shares shall be deemed to be incorporated in and made a part of this Reoffer
Prospectus by reference from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Reoffer Prospectus to the extent that a statement
contained herein or in any subsequently filed document that is also incorporated by reference
herein modifies or replaces such statement. Any statements so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this Reoffer Prospectus.
We hereby undertake to provide without charge to each person, including any beneficial owner
of shares of Common Stock, to whom this Reoffer Prospectus is delivered, on written or oral request
of any such person, a copy of any or all of the foregoing documents incorporated herein by
reference (other than exhibits to such documents). Written or oral requests for such copies should
be directed to Valor Communications Group, Inc., at 201 E. John Carpenter Freeway, Suite 200,
Irving, Texas 75062, telephone number (972) 373-1000, attention Corporate Secretary.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
As provided by the safe harbor provisions of the Private Securities Litigation Reform Act of
1995, we caution that the statements in this Registration Statement and documents incorporated
herein by reference have forward-looking statements that represent management's beliefs and
assumptions based on currently available information. Forward-looking statements can be identified
by the use of words such as "believes," "intends," "may," "should," "anticipates," "expects" or
comparable terminology or by discussions of strategies or trends. Although we believe that the
expectations reflected in such forward-looking statements are reasonable, we cannot give any
assurances that these expectations will prove to be correct. Such statements by their nature
involve substantial risks and uncertainties that could significantly impact expected results, and
actual future results could differ materially from those described in such forward-looking
statements. Among the factors that could cause actual future results to differ materially are the
risks and uncertainties discussed below and those described from time to time in
materials filed with our other filings with the Commission, including our registration statement on
Form S-1, originally filed April 8, 2004. While it is not possible to identify all factors, we
continue to face many risks and uncertainties including, but not limited to, the following:
•
our high degree of leverage and significant debt service obligations;
•
our ability to refinance our existing indebtedness on terms acceptable to us, or at
all;
•
any adverse changes in law or government regulation,
including possible changes to cash funding requirements for our
defined benefit pension plan;
4
Table of Contents
•
the risk that we may not be able to retain existing customers or obtain new
customers;
•
the risk of technological innovations outpacing our ability to adapt or replace our
equipment to offer comparable services;
•
the possibility of labor disruptions;
•
the risk of increased competition in the markets we serve;
•
the impact of pricing decisions;
•
the risk of weaker economic conditions within the United States;
•
potential difficulties in integrating completed or future acquisitions;
•
uncertainties associated with new product development;
•
environmental matters;
•
potential outcome of future income tax audits;
•
possible future litigation or regulatory proceedings;
•
changes in accounting policies or practices adopted voluntarily or as required by
accounting principles generally accepted in the United States; and
•
other risks and uncertainties.
Should one or more of these risks materialize (or the consequences of such a development
worsen) or should the underlying assumptions prove incorrect, actual results could differ
materially from those forecasted or expected. We disclaim any intention or obligation to update
publicly or revise such statements whether as a result of new information, future events or
otherwise.
5
Table of Contents
THE COMPANY
We are one of the largest providers of telecommunications services in rural communities in the
southwestern United States and, based on the number of telephone lines we have in service, the
seventh largest independent (non-Bell) local telephone company in the country. As of June 30,
2005, we operated approximately 530,000 telephone access lines in primarily rural areas of Texas,
Oklahoma, New Mexico and Arkansas. We believe that in many of our markets we are the only service
provider that offers customers an integrated package of local and long distance voice, high-speed
data and Internet access, and enhanced services such as voicemail and caller identification.
We formed our company in 2000 in connection with the acquisition of select telephone assets
from GTE Southwest Corporation, which is now part of Verizon, and have since acquired the local
telephone company serving Kerrville, Texas. The rural telephone businesses that we own have been
operating in the markets we serve for over 75 years. Since our inception, we have invested
substantial resources to improve and expand our network infrastructure to provide high quality
telecommunications services and superior customer care.
We operate our business through telephone company subsidiaries that qualify as rural local
exchange carriers under the Telecommunications Act of 1996. Like many rural telephone companies,
our business has historically been characterized by stable operating results, revenue and cash flow and a relatively
favorable regulatory environment, which includes support payments from the Texas and federal
Universal Service Funds. In 2004, 23.7% of our revenues were attributable to such support
payments. Our access line count decreased by approximately 16,400 lines, or 2.9%, during the year ended
December 31, 2004
,
and by approximately 10,000 lines, or 1.9%, in the six months ended June 30,
2005. Excluding the number of access lines we gained in the Kerrville acquisition, we experienced
access line loss in each of the past two fiscal years.
We incorporated in Delaware in March 2004. Our principal executive offices are located at 201
E. John Carpenter Freeway, suite 200, Irving, Texas 75062 and our
telephone number is (972) 373-1000. Our website address is
www.valortelecom.com. Our common stock is listed on the New York Stock
Exchange under the symbol "VCG". Information included or
referred to on our website is not part of this prospectus.
6
Table of Contents
RISK FACTORS
Risks Relating to Our Business
We provide services to our customers over access lines and if we continue to lose access lines our
revenues, earnings and cash flow from operations may decrease.
Our business generates revenue by delivering voice and data services over access lines. We
have experienced net access line loss over the past few years, and during the year ended December
31, 2004, the number of access lines we serve declined by 2.9% due to challenging economic
conditions, increased competition and the introduction of digital subscriber lines, or DSL, and
cable modems. Furthermore, our access line count decreased by approximately 10,000 lines during
the six months ended June 30, 2005. We may continue to experience net access line loss in our
markets for an unforeseen period of time. In addition, in our largest market, Cox Communications,
the incumbent local cable television operator, began offering an alternate local telephone service
in November 2004. As a result, we have recently experienced, and expect to continue to experience,
on average, a higher rate of access line loss during the initial launch of service by this
competitor than we have experienced in the past. Our inability to retain access lines could
adversely affect our revenues, earnings and cash flow from operations.
Rapid and significant changes in technology in the telecommunications industry could adversely
affect our ability to compete effectively in the markets in which we operate.
The rapid introduction and development of enhanced or alternative services that are more cost
effective, more efficient or more technologically advanced than the services we offer is a
significant source of potential competition in the telecommunications industry. Technological
developments may reduce the competitiveness of our networks, make our service offerings less
attractive or require expensive and time-consuming capital improvements. If we fail to adapt
successfully to technological changes or fail to obtain timely access to important new
technologies, we could lose customers and have difficulty attracting new customers or selling new
services to our existing customers.
We cannot predict the impact of technological changes on our competitive position,
profitability or industry. Wireless and cable technologies that have emerged in recent years
provide certain advantages over traditional wireline voice and data services. The mobility
afforded by wireless voice services and its competitive pricing appeal to many customers. The
ability of cable television providers to offer voice, video and data services as an integrated
package provides an attractive alternative to traditional voice services from local exchange
carriers. In addition, as the emerging VoIP services develop, some customers may be able to bypass
network access charges. Increased penetration rates for these technologies in our markets could
cause our revenues to decline.
The competitive nature of the telecommunications industry could adversely affect our revenues,
results of operations and profitability.
The telecommunications industry is very competitive. Increased competition could lead to
price reductions, declining sales volumes, loss of market share, higher marketing costs and reduced
operating margins. Significant and potentially larger competitors could enter our
7
Table of Contents
markets at any time. For example, wireless providers currently compete in most of our rural
markets. We expect this competition to continue, and likely become
more intense, in the future. We
also compete, or may in the future compete, with companies that provide other close substitutes for
the traditional telephone services we provide, like cable television, VoIP, high-speed fiber optic
networks or satellite telecommunications services, and companies that might provide traditional
telephone services over nontraditional network infrastructures, like electric utilities. In our
largest market, Broken Arrow, OK, Cox Communications, the incumbent local cable television
operator, has begun offering cable telephone service. As a result, we have recently experienced,
and expect to continue to experience, on average, a higher rate of access line loss during the
initial launch of service by this competitor than we have experienced in the past.
Weak economic conditions may decrease demand for our services.
We are sensitive to economic conditions and downturns in the economy. Downturns in the
economies in the markets we serve could cause our existing customers to reduce their purchases of
our basic and enhanced services and make it difficult for us to obtain new customers.
We depend on a few key vendors and suppliers to conduct our business and any disruption in our
relationship with any one or more of them could adversely affect our results of operations.
We rely on vendors and suppliers to support many of our administrative functions and to enable
us to provide long distance services. For example, we currently outsource much of our operational
support services to ALLTEL, including our billing and customer care services. Transitioning these
support services to another provider could take a significant period of time and involve
substantial costs. In addition, we have resale agreements with MCI and Sprint to provide our long
distance transmission services. Replacing these resale agreements could be difficult as there are
a limited number of national long distance providers. Any disruptions in our relationship with
these third party providers could have an adverse effect on our business and operations.
Disruption in our networks and infrastructure may cause us to lose customers and incur additional
expenses.
To be successful, we will need to continue to provide our customers with reliable service over
our networks. Some of the risks to our networks and infrastructure include: physical damage to
access lines, breaches of security, capacity limitations, power surges or outages, software defects
and disruptions beyond our control, such as natural disasters and acts of terrorism.
From time to time in the ordinary course of our business, we experience short disruptions in
our service due to factors such as cable damage, inclement weather and service failures of our
third party service providers. We cannot assure you that we will not experience more significant
disruptions in the future. Disruptions may cause interruptions in service or reduced capacity for
customers, either of which could cause us to lose customers and incur expenses, and thereby
adversely affect our business, revenue and cash flow.
8
Table of Contents
Recent difficulties in the telecommunications industry could negatively impact our revenues and
results of operations.
We originate and terminate long distance phone calls on our networks for other interexchange
carriers, some of which are our largest customers in terms of
revenues. In the year ended December 31, 2004 and the six months
ended June 30, 2005, we generated 16.3% and 15.8%, respectively, of our total revenues from originating and terminating phone calls for interexchange carriers.
Several of these interexchange carriers have declared bankruptcy during the past two years or are
experiencing substantial financial difficulties. MCI WorldCom (now MCI), which declared bankruptcy
in 2002, is one of the major interexchange carriers with which we conduct business. We recorded a
net $1.6 million charge due to MCI's failure to pay amounts owed to us. Further bankruptcies or
disruptions in the businesses of these interexchange carriers could have an adverse effect on our
financial results and cash flows.
Regulatory Risks
We received 23.7% of our 2004 revenues from the Texas and federal Universal Service Funds and any
adverse regulatory developments with respect to these funds could curtail our profitability.
We receive Texas and federal Universal Service Fund, or USF, revenues to support the high cost
of providing affordable telecommunications services in rural markets. Such support payments
constituted 23.7% of our revenues for the year ended December 31, 2004 and 23.3% of our revenue in
the six months ended June 30, 2005. Of these support payments, in the year ended December 31,
2004, $102.0 million, or 20.1% of our revenues, and in the six
months ended June 30, 2005, $50.1 million, or 19.9% of our revenues, were received from the Texas USF. In addition, we are
required to make contributions to the Texas USF and federal USF each year. Current state and
federal regulations allow us to recover these costs by including a surcharge on our customers'
bills. Furthermore, we incur no incremental costs associated with the support payments we receive
or the contributions we are required to make. Thus, if Texas and/or federal regulations changed
and we were unable to receive support, such support was reduced, or we are unable to recover the
amounts we contribute to the Texas USF and federal USF from our customers, our earnings and cash
flow from operations would be directly and adversely affected.
The rules governing USF could be altered or amended as a result of regulatory, legislative or
judicial action and impact the amount of USF support that we receive and our ability to recover our
USF contributions by assessing surcharges on our customers' bills. For example, the enabling
statute for the Texas USF currently is under legislative review and
may be modified. Similarly, in
June 2004, the Federal Communications Commission, or FCC, asked the Federal-State Joint Board on
Universal Service to review the federal rules relating to universal service support mechanisms for
rural carriers, including addressing the relevant costs and the definition of "rural telephone
company." It is not possible to predict at this time whether state or federal regulators, Congress
or state legislatures will order modification to those rules or statutes, or the ultimate impact
any such modification might have on us.
9
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In addition, the Texas USF rules provide that the Public Utility Commission of Texas must open
an investigation within 90 days after any changes are made to the federal USF. Therefore, changes
to the federal USF may prompt similar or conforming changes to the Texas USF. The outcome of any
of these legislative or regulatory changes could affect the amount of Texas USF support that we
receive, and could have an adverse effect on our business, revenue or profitability.
Reductions in the amount of network access revenue that we receive could negatively impact our
results of operations.
In the year ended December 31, 2004, we derived $126.8 million, or 25.0% of our revenues, and
in the six months ended June 30, 2005, we derived $60.4 million, or 24.0% of our revenues, from
network access charges. Our network access revenue consists of (1) usage sensitive fees we charge
to long distance companies for access to our network in connection with the completion of
interstate and intrastate long distance calls, (2) fees charged for use of dedicated circuits and
(3) end user fees, which are monthly flat-rate charges assessed on access lines. Federal and state
regulatory commissions set these access charges, and they could change the amount of the charges or
the manner in which they are charged at any time. The FCC is currently examining proposals to
revise interstate access charges and other intercarrier compensation. The outcome of this
proceeding is uncertain and could result in significant changes to the way in which we receive
compensation from our customers. Also, as people in our markets decide to use Internet, wireless
or cable television providers for their local or long distance calling needs, rather than using our
wireline network, the reduction in the number of access lines or minutes of use over our network
could reduce the amount of access revenue we collect. As penetration rates for these technologies
increase in rural markets, our revenues could decline. In addition, if our customers take
advantage of favorable calling plans offered by wireless carriers for their long distance calling
needs, it could reduce the number of long distance calls made over our network, thereby decreasing
our access revenue. Furthermore, the emerging technology application known as Voice over Internet
Protocol, or VoIP, can be used to carry voice communications services over a broadband Internet
connection. The FCC has ruled that some VoIP arrangements are not subject to regulation as
telephone services. Recently, the FCC ruled that certain VoIP services are jurisdictionally
interstate, and preempted the ability of the states to regulate such VoIP applications or
providers. The FCC has pending a proceeding that will address the applicability of various
regulatory requirements to VoIP providers, however, we cannot assure you that this proceeding will
result in VoIP providers having to pay access charges. Expanded use of VoIP technology could
reduce the access revenues received by local exchange carriers like us. We cannot predict whether
or when VoIP may be required to pay or be entitled to receive access charges or universal service
fund support, or the extent to which users will substitute VoIP calls for traditional wireline
communications or the effect of the growth of VoIP on our revenues.
The introduction of new competitors or the better positioning of existing competitors due to
regulatory changes could cause us to lose customers and impede our ability to attract new
customers.
Changes in regulations that open our markets to more competitors offering substitute services
could impact our profitability because of increases in the costs of attracting and
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retaining customers and decreases in revenues due to lost customers and the need to offer
competitive prices. We face competition from current and potential market entrants, including:
•
domestic and international long distance providers seeking to enter,
reenter or expand entry into the local telecommunications marketplace;
•
other domestic and international competitive telecommunications
providers, wireless carriers, resellers, cable television companies
and electric utilities; and
•
providers of broadband and Internet services.
Regulatory requirements designed to facilitate the introduction of competition, the
applicability of different regulatory requirements between our competitors and us, or decisions by
legislators or regulators to exempt certain providers or technologies from the same level of
regulation that we face, could adversely impact our market position and our ability to offer
competitive alternatives.
In November 2003, the FCC ordered us and other local exchange carriers to adopt
wireline-to-wireless local number portability. This may help wireless carriers compete against us
because if customers switch from traditional local telephone service to wireless service, they can
now transfer their local telephone number to their wireless provider. On remand from the United
States Court of Appeals for the District of Columbia Circuit, the FCC is examining the impact of
the rules on "small entities," which by definition includes Valor. Pending completion of this
review, the court stayed the impact of the wireline-to-wireless porting rules on small entities.
In addition, federal and state regulators and courts are addressing many aspects of our obligations
to provide unbundled network elements and discounted wholesale rates to competitors.
New regulations and changes in existing regulations may force us to incur significant expenses.
Our business may also be impacted by legislation and regulation that impose new or greater
obligations related to assisting law enforcement, bolstering homeland security, minimizing
environmental impacts or addressing other issues that impact our business. For example, existing
provisions of the Communications Assistance for Law Enforcement Act, or CALEA, and FCC regulations
implementing CALEA require telecommunications carriers to ensure that their equipment, facilities,
and services are able to facilitate authorized electronic surveillance. On August 4, 2004, in
response to a joint petition filed by the Department of Justice, Federal Bureau of Investigation,
and the Drug Enforcement Administration, the FCC launched a Notice of Proposed Rulemaking proposing
a thorough examination of the appropriate legal and policy framework of CALEA. In this proceeding,
the FCC will examine issues relating to the scope of CALEA's applicability to services such as
broadband Internet access, as well as implementation and enforcement issues. We cannot predict the
eventual outcome of this proceeding or what compliance with any rules adopted by the FCC may cost.
Similarly, we cannot predict whether or when federal or state legislators or regulators might
impose new security, environmental or other obligations on our business.
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A reduction by a state regulatory body or the FCC of the rates we charge our customers would reduce
our revenues, earnings and cash flow from operations.
The prices, terms and conditions of the services that we offer to local telephone customers
are subject to state regulatory approval. If a state regulatory body orders us to reduce a price,
withdraws our approval to charge a certain price, changes material terms or conditions of a service
we offer or refuses to approve or limits our ability to offer a new or existing service, our
revenues, earnings and cash flow from operations may be reduced.
FCC regulations also affect the rates that are charged to customers. The FCC regulates
tariffs for interstate access and subscriber line charges, both of which are components of our
revenues. The FCC currently is considering proposals to reduce interstate access charges for
carriers like us. If the FCC lowers interstate access charges without adopting an adequate revenue
replacement mechanism, we may be required to recover more revenue through subscriber line charges
and Universal Service Funds or forego this revenue altogether. This could reduce our revenue or
impair our competitive position.
Our business is subject to extensive regulation that could change in a manner adverse to us.
We operate in a heavily regulated industry, and most of our revenues come from providing
services regulated by the FCC and the state public utility commissions. Federal and state
communications laws may be amended in the future, and other laws may affect our business. The FCC
and the state public utility commissions may add new rules, amend their rules or change the
interpretation of their rules at any time. Laws and regulations applicable to us and our
competitors may be, and have been, challenged in the courts, and could be changed at any time. We
cannot predict future developments or changes to the regulatory environment, or the impact such
developments or changes would have on us.
Risks Relating to Our Common Stock and Senior Debt
Our dividend policy may limit our ability to pursue growth opportunities.
Our board of directors has adopted a dividend policy that reflects an intention to distribute
a substantial portion of the cash generated by our business in excess of operating needs, interest
and principal payments on our indebtedness and capital expenditures as regular quarterly dividends
to our stockholders. As a result, we may not retain a sufficient amount of cash to finance growth
opportunities or to fund our operations in the event of a significant business downturn. In
addition, because a significant portion of cash available to pay dividends is distributed to
holders of our common stock under our dividend policy, our ability to pursue any material expansion
of our business, including through acquisitions, increased capital spending or other increases of
our expenditures, depends more than it otherwise would on our ability to obtain third party
financing. We cannot assure you that such financing will be available to us at all, or at an
acceptable cost.
You may not receive any dividends.
We are not obligated to pay dividends. Dividend payments are not guaranteed and are within the
absolute discretion of our board of directors. Future dividends with respect to shares
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of our common stock, if any, will depend on, among other things, our results of operations,
cash requirements, financial condition, contractual restrictions, business opportunities,
anticipated cash needs, provisions of applicable law and other factors that our board of directors
may deem relevant. In addition, we have reported a loss from continuing operations in the past.
We might not generate sufficient cash from operations in the future to pay dividends on our
common stock in the intended amounts or at all. Our board of directors may decide not to pay
dividends at any time and for any reason. Our dividend policy is based upon our directors' current
assessment of our business and the environment in which we operate, and that assessment could
change based on competitive or technological developments (which could, for example, increase our
need for capital expenditures), new growth opportunities or other factors. If our cash flows from
operations for future periods were to fall below our minimum expectations, we would need either to
reduce or eliminate dividends or, to the extent permitted under the terms of our senior credit
facility, fund a portion of our dividends with borrowings or from other sources. If we were to use
working capital or permanent borrowings to fund dividends, we would have less cash and/or borrowing
capacity available for future dividends and other purposes, which could negatively affect our
financial condition, our results of operations, our liquidity and our ability to maintain or expand
our business. Our board is free to depart from or change our dividend policy at any time and could
do so, for example, if it were to determine that we had insufficient cash to take advantage of
growth opportunities. In addition, our senior credit facility contains, and any agreement we enter
into in the future to refinance this indebtedness may contain, limitations on our ability to pay
dividends.
Our substantial indebtedness could restrict our ability to pay dividends and impact our financing
options and liquidity position.
As of June 30, 2005, we had approximately $1.2 billion of total debt outstanding. The degree
to which we are leveraged on a consolidated basis could have important consequences to the holders
of our common stock, including:
•
it may be more difficult to pay dividends on our common stock;
•
our ability to obtain additional financing in the future for working capital,
capital expenditures or acquisitions may be limited;
•
we may be unable to refinance our indebtedness on terms acceptable to us or at all;
•
a significant portion of our cash flow from operations is likely to be dedicated to
the payment of the principal of and interest on our indebtedness, thereby reducing
funds available for other corporate purposes; and
•
our substantial indebtedness may make us more vulnerable to economic downturns and
limit our ability to withstand competitive pressures.
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We are subject to restrictive debt covenants that impose operating and financial restrictions on
our operations and could limit our ability to grow our business.
Covenants in our senior credit facility impose significant operating and financial
restrictions on us. These restrictions prohibit or limit, among other things:
•
the incurrence of additional indebtedness and the issuance of preferred stock and
certain redeemable capital stock;
•
the payment of dividends on, and the repurchase of, capital stock;
•
a number of other restricted payments, including investments and acquisitions;
•
specified sales of assets;
•
specified transactions with affiliates;
•
the creation of a number of liens;
•
consolidations, mergers and transfers of all or substantially all of our assets; and
•
our ability to change the nature of our business.
These restrictions could limit our ability to obtain future financing, make acquisitions,
withstand downturns in our business or take advantage of business opportunities. Furthermore, our
senior credit facility requires us to maintain specified total leverage and interest coverage
ratios and to satisfy specified financial condition tests, and under certain circumstances requires
us to make quarterly mandatory prepayments with a portion of our available cash.
If we fail to comply with the restrictive covenants in our senior credit facility, our senior
lenders may accelerate the payment of indebtedness outstanding under our senior credit facility.
The terms of our senior credit facility include several restrictive covenants that prohibit us
from prepaying our other indebtedness while indebtedness under the facility is outstanding. Our
senior credit facility will also require us to maintain specified financial ratios and satisfy
financial condition tests. Our ability to comply with the ratios or tests may be affected by
events beyond our control, including prevailing economic, financial and industry conditions.
A breach of any of these covenants, ratios or tests could result in a default under our senior
credit facility. Upon the occurrence of an event of default, the lenders could elect to declare all
amounts outstanding under our senior credit facility, together with accrued interest, to be
immediately due and payable. If we were unable to repay or refinance those amounts, the lenders
could proceed against the security granted to them to secure that indebtedness. If the lenders
accelerate the payment of the indebtedness, our assets may not be sufficient to repay in full this
indebtedness.
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We are a holding company with no operations, and unless we receive dividends and other payments or
distributions, advances and transfers of funds from our subsidiaries, we will be unable to meet our
debt service and other obligations.
We are a holding company and conduct all of our operations through our subsidiaries. We
currently have no significant assets other than equity interests in our subsidiaries. As a result,
we will rely on dividends and other payments or distributions from our subsidiaries to meet our
debt service obligations and enable us to pay dividends. The ability of our subsidiaries to pay
dividends or make other payments or distributions to us will depend on their respective operating
results and may be restricted by, among other things, the laws of their jurisdiction of
organization (which may limit the amount of funds available for the payment of dividends),
agreements of those subsidiaries, the terms of our senior credit facility (under which the equity
interests of our subsidiaries will be pledged), and the covenants of any future outstanding
indebtedness we or our subsidiaries incur.
Our interest expense may increase significantly and could cause our net income and distributable
cash to decline significantly.
Our senior credit facility is subject to periodic renewal or must otherwise be refinanced. We
may not be able to renew or refinance the credit facility, or if renewed or refinanced, the renewal
or refinancing may occur on less favorable terms, including higher interest rates. Borrowings under
the facility are made at a floating rate of interest. In the event of an increase in the base
reference interest rates, our interest expense will increase and could have a material adverse
effect on our ability to make cash dividend payments to our stockholders. Our ability to continue
to expand our business will, to a large extent, be dependent upon our ability to borrow funds under
our senior credit facility and to obtain other third party financing, including through the sale of
common stock or other securities. We cannot assure you that such financing will be available to us
on favorable terms or at all.
Limitations on use of our net operating losses may negatively affect our ability to pay dividends to you.
Because
certain of our subsidiaries may have had an "ownership change" for purposes of Section 382
of the Internal Revenue Code as a result of  our reorganization that occurred immediately prior to the consummation of our initial public offering, the use of our current net operating losses to offset our taxable income for taxable periods (or portions thereof) beginning after
the ownership change will be limited pursuant to Section 382 of the Internal Revenue Code. In addition, we may have another "ownership change" for
purposes of Section 382 of the Internal Revenue Code subsequent to the initial public offering if, under certain circumstances, our existing equity holders were to sell within a three-year period all (or most) of our common stock that they received in our reorganization. If we do
experience another ownership change, we may be further limited, pursuant to Section 382 of the Internal Revenue Code, in using our then-current net operating losses to offset taxable income for taxable periods (or portions thereof) beginning after the second ownership change. Consequently, in the future we may be required to pay increased cash income taxes
because of the Section 382 limitations on our ability to use our net operating losses. Increase cash taxes would reduce our after-tax cash flow available for payment of dividends on our common stock.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the shares by the Selling
Stockholders. All sale proceeds will be received by the Selling Stockholders. However, to the
extent that a Selling Stockholder or any eligible employee exercises options to purchase shares of
Common Stock that are sold under the Registration Statement of which this Reoffer Prospectus forms
a part, we will receive the proceeds from the exercise of those options. We expect to use the
proceeds from the exercise of those options for working capital purposes. Specific determinations
will be made at the respective times that the exercises occur.
SELLING STOCKHOLDERS
The
7,760 shares of our Common Stock to which this Reoffer Prospectus relates are restricted
Common Stock granted under the Plan to the employees listed below. The Selling Stockholders may
resell all, a portion, or none of the shares of Common Stock from time to time subject to the
Securities Act. All information contained in the table below is based upon information provided to
us by the Selling Stockholders, and we have not independently verified
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this information. Each Selling stockholder holds less than one percent of our Common Stock
outstanding as of August 22, 2005. The Selling Stockholders are not making any representation that
any shares covered by the Reoffer Prospectus will be offered for sale.
Number of Shares
Beneficially Owned
Number of Shares
other than the
to be beneficially
Shares covered by
Number of Shares
owned if all shares
this Reoffer
covered by this
offered hereby
Name
Prospectus
Reoffer Prospectus
are sold
Diane M. Crimmins
0
200
0
Carl S. Nunes
0
350
0
David H. Daniel
2,758
350
2,758
Danny Joe Ammons
8,275
300
8,275
Lois L. Place
2,758
300
2,758
Donald Dober
0
3,060
0
Sheryl Seyer
0
1,600
0
James Miles
0
1,600
0
Information regarding the Selling Stockholders, including the number of shares offered for
sale, may change from time to time and any changed information will be set forth in a prospectus
supplement to the extent required. The address of each Selling Stockholder is care of Valor
Communications Group, Inc. 201 E. John Carpenter Freeway, Suite 200, Irving, Texas 75062.
Any Selling Stockholder may from time to time sell under this Reoffer Prospectus any or all of
the shares of Common Stock owned by it. Because the Selling
Stockholders are not obligated to sell
any or all of the shares of Common Stock they hold, we cannot estimate the number of shares of
Common Stock that the Selling Stockholder will beneficially own after this offering.
PLAN OF DISTRIBUTION
The Selling Stockholders may sell the Shares from time to time on the New York Stock Exchange,
or otherwise, at prices and terms then prevailing or at prices related to the then current market
price, or in negotiated transactions. The Selling Stockholders expect to employ brokers or dealers
in order to sell the Shares. Brokers or dealers engaged by the Selling Stockholders may arrange
for other brokers or dealers to participate. Brokers or dealers will receive commissions or
discounts from the Selling Stockholders or from purchasers in amounts to be negotiated, which
commissions and discounts are not expected to deviate from usual brokers' commissions. Neither we
nor the Selling Stockholders expect to employ, utilize or otherwise engage any finders to assist in
the sales of the Shares.
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LEGAL MATTERS
The validity of the shares of common stock which are originally offered under the Registration
Statement of which this reoffer prospectus forms a part will be passed upon for us by Kirkland &
Ellis LLP, New York, New York.
EXPERTS
The
consolidated financial statements and related financial statement
schedules incorporated in this prospectus by reference from Company's Annual
Report on Form 10-K for the year ended December 31, 2004 have been audited by Deloitte & Touche
LLP, an independent registered public accounting firm, as stated in their reports (which express an
unqualified opinion on the consolidated financial statements and
financial statement schedule), which are incorporated herein by
reference, and
have been so incorporated in reliance upon the reports of such firm given upon their authority as
experts in accounting and auditing.
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You should rely only on the information contained in this Reoffer Prospectus. No dealer,
salesperson or other person is authorized to give information that is not contained in this Reoffer
Prospectus. This Reoffer Prospectus is not an offer to sell nor does it constitute an offer to buy
these securities in any jurisdiction where the offer or sale is not permitted. The information
contained in this Reoffer Prospectus is correct only as of the date of this Reoffer Prospectus,
regardless of the time of the delivery of this Reoffer Prospectus or any sale of these securities.
7,760 Shares
VALOR COMMUNICATIONS GROUP, INC.
COMMON STOCK
PROSPECTUS
August
23, 2005
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed with the Commission are incorporated herein by reference:
1.
The registrant's Annual Report on Form 10-K (File No. 001-32422) for the year ended December
31, 2004 filed on March 31, 2005.
2.
The registrant's Quarterly Report on Form 10-Q (File No. 001-32422) for the quarter ended
March 31, 2005 filed on May 13, 2005.
3.
The Company's Quarterly Report on Form 10-Q (File No. 001-32422) for the quarter ended June
30, 2005 filed on August 12, 2005.
All reports and other documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement, but
prior to the filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference herein and to be a part hereof from the date of the filing of such
reports an documents.
Any statement contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this Registration Statement to
the extent that a statement contained herein or in any other subsequently filed document which also
is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as to modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Delaware
. The General Corporation Law of the State of Delaware ("DGCL") authorizes
corporations to limit or eliminate the personal liability of directors to corporations and their
stockholders for monetary damages for breaches of directors' fiduciary duties. The certificates of
incorporation of the Delaware registrants include a provision that eliminates the personal
liability
II — 1
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of directors for monetary damages for actions taken as a director, except for liability for
breach of duty of loyalty; for acts or omissions not in good faith or involving intentional
misconduct or knowing violation of law; under Section 174 of the DGCL (unlawful dividends and stock
repurchases); or for transactions from which the director derived improper personal benefit.
The certificates of incorporation of the Delaware registrants provide that these registrants
must indemnify their directors and officers to the fullest extent authorized by the DGCL and must
also pay expenses incurred in defending any such proceeding in advance of its final disposition
upon delivery of an undertaking, by or on behalf of an indemnified person, to repay all amounts so
advanced if it should be determined ultimately that such person is not entitled to be indemnified
under this section or otherwise.
The indemnification rights set forth above shall not be exclusive of any other right which an
indemnified person may have or hereafter acquire under any statute, provision of our amended and
restated certificate of incorporation, our by laws, agreement, vote of stockholders or
disinterested directors or otherwise.
Valor Communications Group, Inc. maintains insurance to protect itself and its directors and,
officers and those of its subsidiaries against any such expense, liability or loss, whether or not
it would have the power to indemnify them against such expense, liability or loss under applicable
law.
Texas
. Article 2.02-1 of the Texas Business Corporation Act (the "TBCA") provides that a
director of a Texas corporation may be indemnified against judgments, penalties, fines, settlements
and reasonable expenses actually incurred by him in connection with any action, suit or proceeding
in which he was, is, or is threatened to be made a named defendant by reason of his position as
director or officer, provided that he conducted himself in good faith and reasonably believed that,
in the case of conduct in his official capacity as a director or officer of the corporation, such
conduct was in the corporation's best interests; and, in all other cases, that such conduct was at
least not opposed to the corporation's best interests. If a director is found liable to the
corporation or is found liable on the basis that personal benefit was improperly received by the
person, the indemnification is limited to reasonable expenses actually incurred by the person in
connection with the proceeding and shall not be made in respect of any proceeding in which the
person shall have been found liable for willful or intentional misconduct in the performance of his
duty to the corporation. In the case of a criminal proceeding, a director or officer may be
indemnified only if he had no reasonable cause to believe his conduct was unlawful. If a director
or officer is wholly successful, on the merits or otherwise, in connection with such a proceeding,
such indemnification is mandatory.
The TBCA further provides that a corporation may indemnify and advance expenses to an officer,
employee or agent of the corporation, and to those who are not or were not officers, employees or
agents but who are or were serving at the request of the corporation, to the same extent that it
may indemnify and advance expenses to directors.
Item 7. Exemption from Registration Claimed.
Not Applicable.
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Item 8. Exhibits.
Reference is made to the Exhibit Index that immediately precedes the exhibits filed with this
Registration Statement.
Item 9. Undertakings.
(a)
The undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement;
(i)
To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii)
To reflect in the prospectus any facts or
events arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20
percent change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement;
(iii)
To include any material information with
respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in
the registration statement;
(2)
That, for the purpose of determining any liability under the
Securities Act of 1933 each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
(3)
To remove from registration means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
(b)
The undersigned registrant hereby further undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
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Exchange Act of 1934 (and, where applicable, each filing of any employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the offering
of such securities at that time shall be deemed to be the initial
bona fide
offering
thereof.
(c)
Insofar as the indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable. In the event
that a claim for indemnification against such liabilities (other than the payment by
the registrant of express expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in connection
with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Irving, State of Texas, August 23, 2005.
VALOR COMMUNICATIONS GROUP, INC.
By:          /s/ John J. Mueller
Name:
John J. Mueller
Title:
President and Chief Executive Officer
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby
constitutes and appoints John J. Mueller and William M. Ojile, Jr. his true and lawful
attorney-in-fact and agent, with full power of substitution and revocation, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same with all exhibits
thereto, and other documents in connection therewith, with the Securities and Exchange Commission,
granting unto such attorney-in-fact and agent full power and authority to do and perform such, each
and every act and thing requisite and necessary to be done, as fully to all intents and purposes as
such person might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933 this Registration Statement and the
foregoing Power of Attorney have been signed by the following persons in the capacities and on the
date indicated.
/s/ John J. Mueller
President and Chief Executive Officer
John J. Mueller
(Principal Executive Officer)
/s/ Randal S. Dumas
Vice President — Accounting and Controller
Randal S. Dumas
(Principal Financial and Accounting Officer)
/s/ Anthony J. de Nicola
Anthony J. de Nicola
Chairman and Director
/s/ Kenneth R. Cole
Kenneth R. Cole
Vice Chairman and Director
/s/ Sanjay Swani
Sanjay Swani
Director
/s/ Norman W. Alpert
Norman W. Alpert
Director
/s/ Stephen Brodeur
Stephen Brodeur
Director
/s/ Michael E. Donovan
Michael E. Donovan
Director
/s/ Edward L. Lujan
Edward L. Lujan
Director
/s/ M. Ann Padilla
M. Ann Padilla
Director
/s/ Federico Pena
Federico Pena
Director
/s/ Edward J. Heffernan
Edward J. Heffernan
Director
Table of Contents
INDEX OF EXHIBITS
Exhibit No.
Description
4.1
Restated Certificate of Incorporation, of the registrant.+
4.2
By-laws of the registrant, as amended to date.+
4.3
Valor Communications Group, Inc. 2005 Long-Term Equity Incentive Plan+
4.4
Form of Securityholders Agreement+
5.1
Opinion of Kirkland & Ellis LLP, counsel to the registrant*
23.1
Consent of Deloitte & Touche LLP*
23.2
Consent of Kirkland & Ellis LLP (included in Exhibit 5.1)*
24.1
Powers of Attorney (included in the signature page)*
+
Previously filed as exhibits to registrant's Registration Statement on Form S-1, File No. 114298,
filed on April 8, 2004 and incorporated herein by reference.
*
Filed herewith