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) July 30, 1997
THE WOODBURY TELEPHONE COMPANY
(Exact name of registrant as specified in its charter)
Connecticut 0-8621 06-0594990
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) 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 1. Change of Control of the Registrant
On July 30, 1997, pursuant to an Amended and Restated Agreement
and Plan of Merger (the "Agreement") dated as of December 6, 1996, by and
between Southern New England Telecommunications Corporation ("SNET") and
The Woodbury Telephone Company (the "registrant"), a wholly owned subsidiary
of SNET merged with and into the registrant, with the registrant as the
surviving corporation and thereby a wholly owned subsidiary of SNET
(the "Merger"). Upon consummation of the Merger, each outstanding share of
common stock, par value $2.50 per share of the registrant, (the "Common Stock")
other than shares of Common Stock owned by SNET, was converted without
any action on the part of the holder thereof into the right to receive,
and was exchanged for, that number of shares of common stock, par value $1.00
per share of SNET (the "SNET Common Stock") (including related rights to
purchase shares of SNET Common Stock pursuant to the Rights Agreement, dated
as of December 11, 1996, between SNET and State Street Bank and Trust Company)
equal to the product of one share of SNET Common Stock times a fraction, the
numerator of which was $43.00 and the denominator of which was equal to the
average of the closing prices (the "Average Closing Price") of one share of
SNET Common Stock as reported on the New York Stock Exchange for the ten
trading days ending on the fifth business day prior to the Effective Time
(the "Merger Consideration").
State Street Bank and Trust Transfer Services has been
retained by SNET to serve as the Exchange Agent. Letters of Transmittal,
and instructions for use in effecting the surrender of the registrant's stock
certificates for conversion and exchange thereof, are expected to be provided
promptly to the registrant's shareholders so that such shareholders may
receive the Merger Consideration.
Donald E. Porter, President and Director of the registrant, will
continue to serve in both capacities.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
The Woodbury Telephone Company
(Registrant)
Date: July 31, 1997 By: /s/ Donald E. Porter
________________
Donald E. Porter
President
