-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JolXLMvksWug3OIRuDL/ilpCRGQfiLy9EvjZEVUXdXqsw0HYlT0tTj5c0OpcU8UA x0Wi8PgezxqBGQWfBHrbgg== 0000355115-97-000017.txt : 19970602 0000355115-97-000017.hdr.sgml : 19970602 ACCESSION NUMBER: 0000355115-97-000017 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970527 ITEM INFORMATION: Acquisition or disposition of assets FILED AS OF DATE: 19970530 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALAMCO INC CENTRAL INDEX KEY: 0000355115 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 550615701 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08490 FILM NUMBER: 97617279 BUSINESS ADDRESS: STREET 1: 200 W MAIN ST CITY: CLARKSBURG STATE: WV ZIP: 26301 BUSINESS PHONE: 3046236671 MAIL ADDRESS: STREET 1: P.O. BOX 1740 STREET 2: 200 W. MAIN STREET CITY: CLARKSBURG STATE: WV ZIP: 26302-1740 FORMER COMPANY: FORMER CONFORMED NAME: ALLEGHENY LAND & MINERAL CO DATE OF NAME CHANGE: 19830718 8-K 1 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): 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 - ------- ----------- -------------- 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 ----------------------------------- Date: May 30, 1997 John L. Schwager President, Chief Executive Officer and Principal Financial Officer EX-99 2 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. -----END PRIVACY-ENHANCED MESSAGE-----