SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) OCTOBER 21, 1996
THE WOODBURY TELEPHONE COMPANY
(Exact name of registrant as specified in its charter)
CONNECTICUT 0-8621 06-0594990
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
299 MAIN STREET SOUTH, WOODBURY, CT 06798
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203)263-2121
Item 5. OTHER EVENTS
On October 21, 1996, The Woodbury Telephone Company (WBTL) (the
"Registrant") entered into a letter of intent with Southern New
England Telecommunications Corporation (SNG) ("SNETCO") pursuant
to which SNETCO agreed in principle to acquire the Registrant in a
merger transaction intended to qualify as a tax free
reorganization under the Internal Revenue Code. Pursuant to the
proposed transaction, shareholders of the Registrant would receive
that number of shares of the listed, publicly traded common stock
of SNETCO having a value of $43 for each share of common stock of
the Registrant owned by them, subject to certain adjustments based
upon the average closing prices of SNETCO common stock reported on
the New York Stock Exchange preceding the closing date of the
transaction. The proposed transaction is subject, among other
things, to the execution and delivery of a definitive merger
agreement; approval by the boards of directors of the parties;
approval of Registrant's shareholders; the receipt of an opinion
of Registrant's investment banking firm that the proposed
transaction is fair to Registrant's shareholders from a financial
point of view; and satisfaction of applicable federal and state
regulatory requirements. The letter of intent restricts the
Registrant from directly or indirectly soliciting or initiating
discussions with, or providing information to, any party other
than SNETCO concerning an acquisition of the Registrant except in
the event of a bona fide offer of a third party to engage in a
transaction with Registrant which would result in Registrant's
shareholders receiving a greater amount of consideration than that
set forth above, and the receipt of counsel's opinion regarding
the fiduciary duty of Registrant's board. If the transaction with
SNETCO is terminated as a result of the foregoing, the Registrant
may be obligated to pay a cancellation fee of $500,000 as
liquidated damages; and if an alternative transaction is
consummated or the Registrant violates the foregoing provisions,
the Registrant may be obligated to pay a cancellation fee of
$1,000,000 as liquidated damages.
<PAGE>
THE WOODBURY TELEPHONE COMPANY
(Registrant)
Donald E. Porter
Date: NOVEMBER 4, 1996 _________________________________
(Signature)
Donald E. Porter, President
