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