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)
February 15, 2000 (January 31, 2000)
Conestoga Enterprises, Inc.
(Exact name of registrant as specified in its charter)
Pennsylvania 33-30715 23-256-5087
(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)
Registrant's telephone number, including area code 610-582-8711
(Former name or former address, if changed since last report.)
Item 2. Acquisition and Disposition of Assets
On January 31, 2000 (the "Effective Date"), Conestoga Enterprises,
Inc., a Pennsylvania corporation ("Registrant"), TE Merger Corporation, a
Pennsylvania corporation and a wholly-owned subsidiary of Registrant ("Merger
Corporation"), and TeleBeam, Incorporated, a Delaware corporation
("TeleBeam"), closed on the transaction in which (1) TeleBeam was merged into
Merger Corporation; (2) Registrant will issue 735,000 shares of $1.00 par
value, common stock of Registrant in exchange for all of the issued and
outstanding shares of TeleBeam, including the value of TeleBeam's stock
options outstanding as of the Effective Date; (3) the name of Merger
Corporation was changed to TeleBeam, Incorporated; and (4) the Merger
Corporation, now named TeleBeam, will continue the businesses in which
TeleBeam was engaged prior to the merger.
As a result of the merger, on the Effective Date all properties and
assets of every kind held by Registrant, including the right to provide the
services listed below, became properties and assets of Merger Corporation,
and Merger Corporation became liable for all the debts, liabilities and
other obligations of TeleBeam. Merger Corporation, now named TeleBeam, will
continue to provide a variety of individual and bundled telecommunications
services to its customers, including:
Long distance voice services;
Internet access and high speed data transport;
Video; and
Other enhanced communications services.
The total value of the transaction is approximately Twenty-seven
Million Dollars ($27,000,000.00). Registrant will exchange 735,000 of its
$1.00 par value, common stock to TeleBeam shareholders in exchange for all of
the issued and outstanding shares of TeleBeam, including the value of options
of TeleBeam outstanding as of the Effective Date.
TeleBeam will be operated as a wholly owned subsidiary of Registrant
and will continue to conduct business as a telecommunications company, as
described above.
The merger was approved by the TeleBeam shareholders at a
shareholders' meeting held on January 31, 2000.
The purchase price for the TeleBeam stock, as well as all the terms
of the merger, was the result of arms-length negotiations between
representatives of Registrant and TeleBeam. In arriving at the terms of the
Amended and Restated Agreement and Plan of Merger, the Boards of Directors of
Registrant and TeleBeam considered many factors, including, without
limitation, information concerning the financial conditions, current business
and future prospects of Registrant and TeleBeam, the enhanced geographic
market of the combined entity, and changes taking place in the
telecommunications field, both from a regulatory and a technological stand-
point. In addition, the Boards of Directors of Registrant and TeleBeam
considered stock market data for Registrant, the financial terms of other
recent combinations in the telecommunications industry, the compatibility of
management, operations and equipment of Registrant and TeleBeam, and the tax
consequences of the merger to the TeleBeam shareholders.
Prior to November 3, 1999, the date of the original Plan and
Agreement of Merger, there was no material relationship between Registrant
and TeleBeam or any of their affiliates, directors, or officers, or any
associate of any director or officer.
The description contained herein of the merger transaction is
qualified in its entirety by reference to the Amended and Restated Agreement
and Plan of Merger among Registrant, TeleBeam and Merger Corporation,
attached as Appendix A to Amendment 1 to the Registration Statement on Form
S-4 filed by Registrant for the transaction with the Securities and Exchange
Commission on December 30, 1999.
Item 5. Other Events.
As of the Effective Date the name of Merger Corporation was amended
to TeleBeam, Incorporated.
Item 7. Financial Statements and Exhibits
(c) Exhibits
2 Amended and Restated Agreement and Plan of Merger
dated as of November 12, 1999, (incorporated by
reference as Appendix A to Amendment No. 1 to
Registrant's Form S-4, Registration Statement No.
333-92917 filed on December 30, 1999).
99 Press Release issued February 1, 2000.
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: \s\ Albert H. Kramer
Name: Albert H. Kramer
Title: President
Date: February 15, 2000
