SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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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): May 27, 1997
ALAMCO, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-8490 55-0615701
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification
No.)
200 West Main Street, Clarksburg, West Virginia 26301
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (304) 623-6671
Page 1 of 5
Exhibit Index begins on page 4
Item 5. Other Events
On May 27, 1997, Alamco, Inc. ("Alamco") announced that it had entered
into a definitive Agreement and Plan of Merger (the "Agreement") with Columbia
Natural Resources, Inc., a wholly owned subsidiary of The Columbia Gas System,
Inc. Under the Agreement, the stockholders of the Company will receive $15.75
per share of Common Stock on a fully diluted basis (approximately 5.2 million
shares). The total purchase price is approximately $101 million, including the
assumption of outstanding bank debt.
The merger is subject to obtaining the affirmative vote of the holders of
a majority of the outstanding shares of the Company's Common Stock, as well as
other customary closing conditions. A special meeting of Alamco stockholders
is currently scheduled for August 7, 1997.
A copy of Alamco's press release dated May 27, 1997, is attached hereto
as Exhibit 99.1 and is incorporated by reference herein in its entirety.
Item 7. Exhibits
(c) Exhibits
99.1 Press Release dated May 27, 1997, issued by Alamco, Inc.
Exhibit Prior Filing or Subsequential
No. Description Page No. Herein
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99.1 Press Release dated Filed herewith
May 27, 1997 issued
by Alamco, Inc.
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.
ALAMCO, INC.
(Registrant)
By: /s/ John L. Schwager
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Date: May 30, 1997 John L. Schwager
President, Chief Executive Officer
and Principal Financial Officer
Exhibit 99.1
FOR IMMEDIATE RELEASE
Contact: Jane Merandi
Alamco, Inc.
200 West Main Street
Clarksburg, WV 26301
1-800-873-2526, extension 108
http://www.alamco.com
ALAMCO AND CNR SIGN MERGER AGREEMENT
CLARKSBURG, WV, May 27, 1997 ... Alamco, Inc. (AMEX: AXO) (the "Company")
announced today that the Company has entered into a definitive Agreement and
Plan of Merger dated as of May 27, 1997 with Columbia Natural Resources, Inc.
("CNR"), a wholly owned subsidiary of The Columbia Gas System, Inc., pursuant
to which the stockholders of the Company would receive in cash $15.75 per share
of Common Stock on a fully diluted basis (approximately 5.2 million shares).
The total purchase price, including the assumption of outstanding bank debt, is
approximately $101 million.
The merger is subject to obtaining the affirmative vote of the holders of
a majority of the outstanding shares of the Company's Common Stock and other
customary closing conditions. A special meeting of the stockholders of Alamco,
Inc. is currently scheduled for August 7, 1997.
On January 16, 1997, the Company announced that its Board of Directors had
retained Principal Financial Securities, Inc. to assist it in exploring strate-
gic alternatives for increasing stockholder value, including the possibility of
a sale or merger of all or part of the Company.
Alamco, headquartered in Clarksburg, West Virginia, is an independent
producer of gas and oil in the Appalachian Basin with operations concentrated in
West Virginia, Tennessee and Kentucky. The Company's stock is traded on the
American Stock Exchange under the symbol AXO. For additional information about
the Company, visit our Web site at http://www.alamco.com.
