SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Filed pursuant to Section 12, 13, or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 4, 1998
XLCONNECT SOLUTIONS, INC.
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(Exact name of issuer as specified in charter)
PENNSYLVANIA 0-28892 23-2832796
(State or Other Jurisdiction Commission (I.R.S. Employer
of Incorporation or file number Identification
Organization) Number)
411 Eagleview Boulevard, Exton, Pennsylvania 19341
(Address of principal executive offices)
(610) 458-5500
(Registrant's telephone number, including area code)
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Item 5. Other Events
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On March 4, 1998, Intelligent Electronics, Inc. ("IE") and XLConnect
Solutions, Inc., an 80% owned subsidiary ("XLConnect") of IE, executed an
Agreement and Plan of Merger with Xerox Corporation ("Xerox"), whereby
Xerox, using acquisition subsidiaries, will acquire through mergers (i) all
of the outstanding capital stock of IE in exchange for cash in the amount
of $7.60 per share (the "Parent Merger") and (ii) all of the outstanding
capital stock of XLConnect not owned by IE in exchange for cash in the
amount of $20.00 per share (the "Sub Merger," and collectively, the
"Mergers"). The closing of the Mergers is subject to shareholder
approval of both IE and XLConnect at meetings expected to be held no later
than June 30, 1998 and other customary terms and conditions.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
XLCONNECT SOLUTIONS, INC.
Date: March 11, 1998 By: /s/ Stephanie D. Cohen
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Stephanie D. Cohen
Executive Vice President and
Chief Financial Officer
