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 report) July 20, 2000
Conestoga Enterprises, Inc.
(Exact name of registrant as specified in its charter)
Pennsylvania 33 30715 23 2565087
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No)
202 East First Street, Birdsboro, Pennsylvania 19508
(Address of principal executive officers) (Zip Code)
Registrants telephone number, including area code 610 582 8711
(Former name or former address, if changed since last report.)
Item 5. Other Events.
As previously reported, on January 31, 2000 (the Effective
Date), Conestoga Enterprises, Inc., a Pennsylvania corporation
(Registrant), acquired TeleBeam, Incorporated, a Delaware corporation
(TeleBeam), by the merger of TeleBeam into TE Merger Corporation, a
Pennsylvania corporation and a wholly owned subsidiary of Registrant
(Merger Corporation), pursuant to an Amended and Restated Agreement and
Plan of Merger, dated as of November 12, 1999, by and among Registrant,
TeleBeam and Merger Corporation. As of the Effective Date the name of
Merger Corporation was amended to TeleBeam, Incorporated.
The transaction was accounted for under the pooling of
interests method of accounting.
Attached hereto as exhibit 99.1 is Registrants Restated
Consolidated Statement of Income and Restated Consolidated Balance
Sheet for the year end 1999, restated to reflect the pooling of
interests method of accounting for the acquisition of TeleBeam.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99.1 Restated Consolidated Statement of Income and
Restated Consolidated Balance Sheet of Conestoga Enterprises, Inc. for
December 31, 1999, restated to reflect the pooling of interests method
of accounting for the acquisition of TeleBeam.
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.
CONESTOGA ENTERPRISES, INC.
By:
Name: Donald R. Breitenstein
Title: Senior Vice President and CFO
Date: July 20, 2000
EXHIBIT INDEX
Exhibit Number Description
99.1 Restated Consolidated Statement of Income and
Restated Consolidated Balance Sheet of Conestoga
Enterprise, Inc. for December 31, 1999.
EXHIBIT 99.1
CONESTOGA ENTERPRISES, INC.
CONSOLIDATED BALANCE SHEETS ( UNAUDITED )
December 31, 1999
(In Thousands, Except Shares and Per Share Data)
ASSETS
December 31,
1999
Current Assets
Cash and Cash Equivalents $ 2,507
Accounts receivable, including unbilled
revenue 11,449
Inventories, at average cost 2,062
Prepaid expenses 1,545
Total Current Assets 17,563
Investments and Other Assets
Cost in Excess of Net Assets of Businesses
Acquired 5,183
Investments in partnerships 65
Investments in equity securities 3,724
Prepaid Pension Costs 2,871
Other 2,068
53,911
Plant
In Service 179,993
Under Construction 3,875
183,868
Less accumulated depreciation 87,194
96,674
Total Assets $168,148
SEE NOTE TO CONSOLIDATED FINANCIAL STATEMENTS
EXHIBIT 99.1
CONESTOGA ENTERPRISES, INC.
CONSOLIDATED BALANCE SHEETS ( UNAUDITED )
December 31, 1999
(In Thousands, Except Shares and Per Share Data)
LIABILITIES AND STOCKHOLDERS EQUITY
December 31,
1999*
Current Liabilities
Current maturities of long term debt $ 3,982
Notes payable 1,000
Accounts payable 6,900
Accrued:
Taxes 1,290
Interest 197
Payroll & Vacation Pay 932
Advance billings Customer Deposits 2,651
Total Current Liabilities 16,952
Long Term Liabilities
Long Term Debt, less Current Maturities 50,616
Accrued Post Retirement Cost 1,108
Other 1,387
53,111
Deferred Income Taxes 10,878
Convertible Redeemable Preferred Stock
Par value $65 per share; authorized 900,000
shares; issued and outstanding;
12/31/99 - 156,779 10,191
Common Stockholders Equity
Common Stock par value $1 per share;
authorized 20,000,000 shares;
Issued 7,897,580 shares 7,898
Additional Paid-In Capital 44,929
Retained earnings 24,041
Net unrealized appreciation on
marketable equity securities 1,667
Less cost of treasury stock;
82,225 shares (1,519)
77,016
Total Liabilities and Stockholders Equity $168,148
EXHIBIT 99.1
CONESTOGA ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(In Thousands, Except Per Share Data)
Year Ended
December 31, 1999
(unaudited)
Operating revenues:
Local Service $ 12,512
Long distance and access service 51,236
Wireless service 2,404
Equipment and other 20,864
87,016
Operating Expenses:
Operations and cost of sales 36,501
Depreciation and amortization 15,492
Selling, general and administrative 23,992
75,985
Operating income 11,031
Other income (expense), net:
Interest expense (4,101)
Other, net (168)
(4,269)
Income before income taxes 6,762
Income taxes 4,322
Net income $ 2,440
Basic earnings per share $0.24
Diluted earnings per share $0.24
SEE NOTE TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. BASIS OF PRESENTATION
The consolidated financial statements give retroactive effect to the
pooling of interests merger of Conestoga Enterprises, Inc. and
TeleBeam, Incorporated. As a result the consolidated balance sheet as
of December 31, 1999 and the related consolidated statement of income
for the year ended December 31, 1999 are presented as of the combining
companies had been consolidated as of January 1, 1999. As required by
generally accepted accounting principles, the consolidated financial
statements will become the historical consolidated financial statements
of Conestoga Enterprises, Inc.
