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): October 22, 1996
THE SOUTHERN NEW ENGLAND TELEPHONE COMPANY
(Exact name of registrant as specified in its charter)
Connecticut 1-6654 06-0542646
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
227 Church Street, New Haven, Connecticut 06510
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 771-5200
Not Applicable
(Former name or former address, if changed since last report)
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Item 5. Other Events.
Southern New England Telecommunications Corporation ("SNET"), parent
of the registrant announced today that third quarter net income for 1996
was $46 million compared with $41 million for the same period last year.
Earnings per share for the quarter were up 9 percent to $0.70 from $0.64
in the third quarter of 1995. Consolidated revenues and sales for the third
quarter were up 5 percent to $488 million.
SNET and The Woodbury Telephone Company ("Woodbury") also announced
today that they have reached an agreement in principle under which SNET
will acquire the remaining 63.5% of outstanding Woodbury commmon shares
not currently owned by SNET for an aggregate consideration of about $30.0
million. Under terms of the agreement, common shareholders of Woodbury
would exchange each outstanding Woodbury common share for an amount of
SNET common shares having a market value of $43.00 at the closing of the
transaction, subject to certain conditions. The transaction, which is
expected to qualify as a tax-free exchange under the Internal Revenue Code,
is expected to close by mid-1997.
The agreement is subject to the approval of the shareholders of Woodbury,
as well as the approvals of the Connecticut Department of Public Utility
Control, the Federal Communications Commission and the U.S. Department of
Justice.
The news releases providing these announcements are filed as exhibits
hereto and are incorporated herein by reference.
Item 7. Financial Statements, Pro forma Financial
Information and Exhibits.
Exhibit 20.1 News release issued October 22, 1996 announcing SNET third
quarter earnings.
Exhibit 20.2 News release issued October 22, 1996 announcing the
proposed acquisition of Woodbury by SNET.
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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, thereunto duly authorized.
THE SOUTHERN NEW ENGLAND
TELEPHONE COMPANY
Dated: October 22, 1996 By: /s/Madelyn M. DeMatteo
Madelyn M. DeMatteo
Secretary
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THE SOUTHERN NEW ENGLAND TELEPHONE COMPANY
FORM 8-K
EXHIBIT INDEX
Exhibit
Number
20.1 News release issued October 22, 1996 announcing SNET third
quarter earnings.
20.2 News release issued October 22, 1996 announcing the proposed
acquisition of Woodbury by SNET.