As filed with the Securities and Exchange Commission on June 11, 1996
Registration No. 33-85896
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
OF
DENVER AND EPHRATA TELEPHONE AND TELEGRAPH COMPANY
UNDER
THE SECURITIES ACT OF 1933
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D & E COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2837108
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Brossman Business Complex
124 East Main Street
Ephrata, Pennsylvania 17522
(717) 733-4101
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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Anne B. Sweigart, Chairman,
President and Chief Executive Officer
D & E Communications, Inc.
Brossman Business Complex
124 East Main Street
Ephrata, Pennsylvania 17522
(717) 733-4101
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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with copies to:
Vincent C. Deluzio, Esquire
Buchanan Ingersoll Professional Corporation
301 Grant Street
One Oxford Centre, 21st Floor
Pittsburgh, PA 15219-1410
(412) 562-8800
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Approximate date of commencement of proposed sale
of the securities to the public:
As soon as practicable after this Registration Statement becomes effective
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. |X|
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |X| 33-89856
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of each Class of Proposed Maximum Proposed Maximum Amount of
Securities to Amount to be Offering Price Aggregate Registration
be Registered Registered(1) per share (2) Offering Price(2) Fee(2)(3)
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<S> <C> <C> <C> <C> <C>
Common Stock, $.16 par value 300,000 $23.92 $7,175,000 $2,474.16
=========================================================================================================================
</TABLE>
(1) Represents the maximum number of shares that will be issued by Registrant
under the Plan and adjusted to account for the three-for-one share
exchange of the Restructuring described herein.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(e). Such price is based upon the average, adjusted to
account for the share exchange, of the high and low bid and asked prices
of $71.75 of the Common Stock of Denver and Ephrata Telephone and
Telegraph Company as reported by the National Daily Quotation Service on
October 25, 1994 (asked prices as of October 11, 1994).
(3) No amount is being paid with respect to this Post-Effective Amendment
No. 1 because the required payment was made at the time of the filing
of the original Registration Statement on Form S-3, on November 1,
1994.
This Registration Statement on Form S-3 relates to the Registrant's Dividend
Reinvestment and Stock Purchase Plan.
<PAGE>
CROSS REFERENCE SHEET PURSUANT TO RULE 404(a) AND ITEM 501 OF REGULATION S-K
SHOWING THE LOCATION IN THE PROSPECTUS OF THE INFORMATION REQUIRED TO BE
INCLUDED THEREIN IN ACCORDANCE WITH PART I OF FORM S-3.
<TABLE>
<CAPTION>
Form S-3
Item Number and Caption Location or Heading in the Prospectus
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<S> <C> <C>
1. Forepart of the Registration Statement and Outside Outside Front Cover Page of Prospectus
Front Cover Page of Prospectus.
2. Inside Front and Outside Back Cover Pages of Inside Front and Outside Back Cover Pages of
Prospectus. Prospectus
3. Summary Information, Risk Factors and Ratio of "The Corporation"
Earnings of Fixed Charges.
4. Use of Proceeds. "Use of Proceeds"
5. Determination of Offering Price. "The Plan -- Purchases -- Question 13"
6. Dilution. *
7. Selling Security Holders. *
8. Plan of Distribution. "The Plan"
9. Description of Securities to be Registered. *
10. Interests of Named Experts and Counsel. *
11. Material Changes. *
12. Incorporation of Certain Information by Reference. "Incorporation of Certain Documents by Reference"
13. Disclosure of Commission Position on "Indemnification of Directors and Officers"
Indemnification for Securities Act Liabilities.
</TABLE>
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* Item is omitted because the answer is negative or the item is inapplicable.
<PAGE>
PROSPECTUS
D & E COMMUNICATIONS, INC.
DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
300,000 Shares of Common Stock
(Par Value $.16 Per Share)
The Dividend Reinvestment and Stock Purchase Plan (the "Plan") of D & E
Communications, Inc. (the "Corporation") provides holders of the Corporation's
common stock, par value $.16 per share ("Common Stock"), with an easy and
convenient method of purchasing additional shares of Common Stock without
payment of any brokerage commissions or service charges. Each holder of record
of such Common Stock is eligible to participate in the Plan. Additionally,
certain beneficial owners of Common Stock may participate in the Plan if the
holder of record has made arrangements to participate in the Plan on behalf of
such beneficial owners.
Participants in the Plan may purchase shares of Common Stock by: (1)
reinvesting all cash dividends paid on his or her shares of Common Stock, (2)
making optional cash purchases of not less than $100, up to a maximum of $5000
per quarter, while continuing to receive cash dividends, or (3) both reinvesting
all cash dividends and making such optional cash purchases. A participant may
withdraw from the Plan at any time.
The purchase price of Common Stock purchased under the Plan will,
generally, be the average of the bid and ask prices per share of Common Stock
for each trading day during the 30 calendar days prior to the day for which the
determination of fair market value is required, as reported in the "pink sheets"
by the National Association of Securities Dealers. See Question No. 13.
Dividends on the Corporation's Common Stock are paid only as and when
declared by the Corporation's Board of Directors. The Plan does not represent a
guarantee of future dividends, which will depend upon the Corporation's
earnings, financial condition, capital requirements, and other factors.
Shareholders who do not wish to participate in the Plan will continue
to receive cash dividends, as declared, by check in the usual manner.
This Prospectus pertains to 300,000 shares of the Corporation's Common
Stock registered for purposes of the Plan. Although the Corporation has reserved
such shares of its authorized and unissued Common Stock for sale under the Plan,
the Corporation may also, in its discretion, sell treasury shares under the
Plan.
It is suggested that this Prospectus be retained for future reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The Date of this Prospectus is June 11, 1996
<PAGE>
ADDITIONAL INFORMATION
The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the Public
Reference Room of the offices of the Commission, Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the following Regional Offices of the
Commission: Suite 1400, Northwestern Atrium Center, 500 West Madison Street,
Chicago, Illinois 60661; and Seven World Trade Center, Suite 1300, New York, New
York 10048. Copies of such material can also be obtained at prescribed rates
from the Public Reference Section of the Commission at its principal office at
450 Fifth Street, N.W., Washington, D.C. 20549. In addition, such reports, proxy
statements and other information can be inspected at the offices of the
Corporation, Brossman Business Complex, 124 East Main Street, Ephrata,
Pennsylvania 17522.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed with the Commission by the
Corporation are incorporated herein by reference:
1. Denver and Ephrata Telephone and Telegraph Company's ("D and E")
Annual Report on Form 10-K/A for the year ended December 31, 1995.
2. D and E's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996.
3. The Corporation's Registration Statement on Form 8-B.
4. All other reports of the Corporation and of D and E filed
pursuant to Section 13(a) or 15(d) of the Exchange Act since
December 31, 1995.
5. The description of the Corporation's capital stock which is
included in the Corporation's Registration Statement on Form 8-B
filed pursuant to Section 12(g) of the Exchange Act and any
amendments or reports filed for the purpose of updating such
description.
Each document or report subsequently filed by the Corporation with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date hereof and prior to the termination of the offering covered
hereby shall be incorporated by reference into this Prospectus and shall be part
of this Prospectus from the date of filing of such document. Any statement
contained in a document incorporated or deemed to be incorporated by reference
in this Prospectus shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement.
The Corporation hereby undertakes to provide without charge to each
person to whom a copy of this Prospectus has been delivered, on the written or
oral request of any such person, including any beneficial owner, a copy of any
or all of the documents referred to above which have been or may be incorporated
into this Prospectus by reference (excluding exhibits unless such exhibits are
specifically incorporated by reference into the information incorporated herein
by reference). Requests for such copies should be directed to: Corporate
Secretary, D & E Communications, Inc., Brossman Business Complex, 124 East Main
Street, Ephrata, Pennsylvania 17522, telephone: (717) 733-4101.
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THE CORPORATION
The Corporation was incorporated under the laws of the Commonwealth of
Pennsylvania on February 14, 1996. Pursuant to an Agreement and Plan of Exchange
between the Corporation and D and E, the Corporation became the parent company
of D and E effective June 7, 1996. As part of this restructuring, each share of
the outstanding common stock of D and E was automatically exchanged for three
shares of the Common Stock of the Corporation. The Plan is the successor to
D and E's Dividend Reinvestment and Stock Purchase Plan (the "Predecessor
Plan"). As a result, the Plan is identical in its terms to the Predecessor Plan
except that the 100,000 shares of common stock of D and E reserved for issuance
under the Predecessor Plan have been converted into 300,000 shares of the Common
Stock of the Corporation, see the answer to Question 31, of which 274,929
remain available for issuance by the Corporation under the Plan.
D and E, the Corporation's principal subsidiary, was granted a
perpetual charter under the laws of the Commonwealth of Pennsylvania on May 11,
1911. D and E furnishes telephone service through 48,837 access lines to an
estimated population of 100,000 in a contiguous area of approximately 227 square
miles in parts of Berks, Lancaster and Lebanon Counties in the Commonwealth of
Pennsylvania. D and E provides feature-rich advanced local telephone service
using a modern digital-fiber optic telecommunications network. Through
interconnection with the facilities of other companies, nationwide and
international communications services are furnished. D and E also furnishes
video conferencing and paging services. D and E is regulated by the Pennsylvania
Public Utilities Commission and the Federal Communications Commission.
The Corporation has two additional, wholly-owned operating
subsidiaries: D and E Marketing Corp. ("Marketing") and Red Rose
Communications, Inc. f/k/a Red Rose Systems, Inc. ("Red Rose"). Articles of
Incorporation were filed with the Pennsylvania Department of State for each of
these subsidiaries on September 11, 1980 and June 15, 1982, respectively.
Marketing was organized as a wholly-owned subsidiary of D and E. In 1983,
D and E acquired all of the outstanding shares of common stock of Red Rose, at
which time it became a wholly-owned subsidiary of D and E. As part of the
aforementioned restructuring, D and E dividended to the Corporation all of the
capital stock of Marketing and Red Rose, as the result of which they are now
wholly-owned subsidiaries of the Corporation.
The address of the Corporation's principal executive offices is D & E
Communications, Inc., Brossman Business Complex, 124 East Main Street, Ephrata,
Pennsylvania, 17522, and its telephone number is (717) 733-4101.
THE PLAN
The following statement, in question and answer form, explains and
constitutes the Dividend Reinvestment and Stock Purchase Plan.
Purpose
1. What is the purpose of the Plan?
The purpose of the Plan is to provide record holders of the
Corporation's Common Stock with a convenient and economical way of investing
cash dividends and optional cash payments in shares of Common Stock without
payment of any brokerage fees, commissions, service charges or other expenses.
Because the shares will be purchased directly from the Corporation, and not in
the open market, the Corporation will receive additional funds to be used for
general corporate purposes (see "Use of Proceeds" below).
Advantages
2. What are the advantages of the Plan?
Participants receive full investment of funds (with the exception of
any required income tax withholding as explained in the answer to Question 24)
because they are not required to pay brokerage commissions, service charges or
other expenses in connection with purchases under the Plan, and because the Plan
credits fractional shares (computed to four decimal points), as well as whole
shares, to participants accounts. Dividends on fractional shares, as well as
whole shares, will be reinvested in additional shares. Participants receive
detailed statements of their accounts each quarter to simplify their
recordkeeping, and because the Plan administrator is the record holder of shares
purchased under the Plan, participants need not be concerned with the
safekeeping of shares acquired through the Plan.
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<PAGE>
Administration
3. Who administers the Plan?
The Corporation itself, as agent (the "Agent"), will administer the
Plan for participating shareholders, and in such capacity will hold shares in
its name or that of its nominee, keep records, send statements of account and
perform other duties relating to the Plan. All correspondence concerning the
Plan should include the participant's social security number and should be
directed to:
D & E Communications, Inc.
Dividend Reinvestment and Stock Purchase Plan
Attention: Shareholder Relations
Brossman Business Complex
124 East Main Street
Ephrata, Pennsylvania 17522
The telephone number of the Agent is (717) 733-4101.
The Corporation will issue and deliver whole shares to the Agent under
the Plan and the additional fractional shares credited to participants' accounts
under the Plan shall be administered as the Corporation shall from time to time
direct.
Participation
4. Who is eligible to participate?
All record holders of Common Stock are eligible to participate in the
Plan. If your Common Stock is registered in a name other than your own (e.g., in
the name of a broker, nominee or trustee, such as the D and E Communications,
Inc. Voting Trust f/k/a Denver and Ephrata Telephone and Telegraph Company
Voting Trust (the "Voting Trust")), you may be able to participate in the Plan
if the record holder of such Common Stock has made the necessary arrangements
with the Agent on behalf of its beneficial owners (as fully explained in the
answer to question 6). Otherwise, if you would like to participate, you must
become the record holder of those shares by having them transferred to your
name.
Shareholders will not be eligible to participate in the Plan if they
reside in a jurisdiction in which it is unlawful for the Corporation to permit
their participation.
5. How does an eligible shareholder participate?
An eligible shareholder may join the Plan by completing, signing and
returning to the Agent the Authorization Form included with this Prospectus. A
pre-addressed, postage-paid envelope is provided for that purpose. If your
shares are registered in more than one name (e.g., joint tenants, trustees,
etc.), all record holders must sign the Authorization Form.
Reinvestment of dividends will start with the next quarterly dividend
payment date after receipt of the Authorization Form, provided it is received on
or before the last business day prior to the record date for that dividend.
Record dates for dividends paid will usually precede the dividend payment dates
by approximately two weeks. Dividend payment dates will ordinarily be in early
March, June, September and December.
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<PAGE>
SHAREHOLDERS ARE CAUTIONED THAT THE PLAN DOES NOT REPRESENT A GUARANTEE
OF FUTURE DIVIDENDS, WHICH WILL DEPEND UPON THE CORPORATION'S EARNINGS,
FINANCIAL CONDITION, CAPITAL REQUIREMENTS AND OTHER FACTORS.
6. May a beneficial owner of Common Stock, such as a participant
in the Voting Trust, reinvest dividends under the Plan without
transferring the shares to his or her own name?
Beneficial owners of the Common Stock may participate in the Plan with
the record holder of such Common Stock if the record holder has made the
necessary arrangements with the Agent on behalf of such beneficial owners. The
Voting Trust is expected to make such arrangements. Other beneficial owners,
such as persons whose shares are held by brokers or nominees, should contact
that record holder to request that the record holder make such arrangements with
the agent.
7. Is partial participation possible under the Plan?
Generally, no. If an eligible shareholder elects to have dividends
reinvested, such reinvestment must be made with respect to all shares registered
in the shareholder's name. However, by electing to make optional cash payments
only, a participant is not required to reinvest the dividends on the other
shares the participant may hold.
8. What does the Authorization Form provide?
The Agent reserves the right to accept, reject, commence, terminate,
add, delete or modify any and all arrangements with any such record holder at
any time.
If you are not sure whether you may participate in the plan with
respect to shares that you own which are held of record in "street name" you
should contact the bank, broker or trustee through whom you hold your shares.
The Authorization Form authorizes the Corporation to pay cash dividends to the
Agent for each participant. The Authorization Form also appoints the Corporation
as Agent for each participant and directs the Agent to apply cash dividends and
optional cash payments as instructed by the participant to the purchase of
additional shares in accordance with the terms of the Plan. The Authorization
Form provides for the purchase of additional shares through the following
investment options offered under the Plan:
A. Full Dividend Reinvestment and Optional Cash
Payments--Reinvestment of all cash dividends on all shares then or subsequently
registered in the participant's name at 100% of the market price. In addition,
you have the option of investment of cash payments of not less than $100 each,
up to a total of $5000 per quarter (non-cumulative from quarter to quarter).
B. Optional Cash Payments Only--Investment of optional cash
payments of not less than $100 each, up to a total of $5000 per quarter
(non-cumulative from quarter to quarter).
A participant may select either the Full Dividend Reinvestment and
Optional Cash Payments option or the Optional Cash Payments Only option.
Regardless of which method of participation is selected, all cash dividends paid
in whole or fractional shares credited to a participant's account will be
reinvested automatically.
9. How may a participant change options under the Plan?
Investment options may be changed by completing, signing and returning
to the Agent a new Authorization Form. Reinvestment of dividends will start with
the next quarterly dividend payment date after receipt of the Authorization
Form, provided it is received on or before the last business day prior to the
record date for the next dividend. An Authorization Form and postage-paid
envelope may be obtained by contacting the Agent.
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<PAGE>
Optional Cash Payments
10. How are optional cash payments made?
New participants, regardless of whether or not the dividend
reinvestment option is selected, may make optional cash payments when enrolling
in the Plan by sending a check or money order payable to "D & E Communications,
Inc." with their Authorization Form. Participants wishing to enroll in the
optional cash payments only feature of the Plan must include a check or money
order payable to the Corporation with their Authorization Form. Thereafter,
additional optional cash payments may be made through the use of the form sent
with each periodic statement.
Participants may purchase shares with optional cash payments in minimum
amounts of not less than $100, up to a maximum of $5000 per quarter (non-
cumulative from quarter to quarter).
Optional cash payments will be used to purchase Common Stock on the
dividend payment date in months in which a dividend is paid and on the fifteenth
business day of each month in which a dividend is not paid (or, if such day is
not a business day, the following business day) ("Investment Date"). Optional
cash payments must be received more than 48 hours prior to the next Investment
Date to be invested on that Investment Date. Under no circumstances will
interest be paid on optional cash payments. Therefore, participants are strongly
urged to transmit optional cash payments so as to be received by the Agent as
close as possible to the next Investment Date, but in sufficient time to be
invested on that Investment Date.
Purchases
11. What is the source of Common Stock purchased under the Plan?
The source of Common Stock purchased under the Plan will be authorized
but unissued shares or issued but not outstanding shares (treasury shares).
12. When will shares be purchased under the Plan?
Cash dividends and optional cash payments will be used to purchase
Common Stock on Investment Dates.
13. What is the price of Common Stock purchased under the Plan?
The per share purchase price of Common Stock purchased for participants
with reinvested dividends or optional cash payments will be 100% of the average
bid and asked prices per share of Common Stock for each trading day during the
30 calendar days prior to the day for which the determination of fair market
value is required, as reported in the "pink sheets" by the National Association
of Securities Dealers; provided, that if the Common Stock is reported on the
National Association of Securities Dealers, Inc., Automated Quotation System, or
any similar system of automated dissemination of quotations of securities, then
the fair market value of the Common Stock will be the average of the high and
low sales prices of the Common Stock on the day in question or, if no trades are
reported for such day, on the last preceding trading day, or if last sale prices
are reported, then the fair market value of the Common Stock will be the last
sale price of the Common Stock on that day or trading day, as the case may be;
provided that if the Common Stock is listed on a national securities exchange,
the fair market value shall be the last sale price on the day in question, or if
no trades were reported for such day, on the last preceding trading day;
provided however, that, in any case, if the Board of Directors of the
Corporation determines for any reason that the fair market value as so
determined does not accurately reflect the fair market value of the Common
Stock, then the Board may, in its sole and absolute discretion, establish the
fair market value of the Common Stock for purposes of the Plan, which fair
market value shall be conclusive and binding for all purposes hereunder. For
purposes of determining the value of fractional shares upon withdrawal or Plan
termination, the fair market value shall be determined as soon as practicable
after withdrawal or Plan termination.
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<PAGE>
Participants should be aware that the Corporation's stock is traded in
the over-the-counter market. The public trading market for the Corporation's
Common Stock is very limited, and the prices at which the Corporation's Common
Stock trades can be volatile. The absence of a well-established trading market
for the Corporation's Common Stock may have an effect on the bid and ask prices
for the stock, and thus, on the purchase price of shares under the Plan.
No shares shall be sold by the Corporation to Participants in the Plan
at less than the par value of such shares.
14. How many shares will be purchased for participants?
The number of shares that will be purchased for each participant in any
dividend period will depend on the amount of the participant's dividend,
optional cash payment or combined dividend and optional cash payment, as the
case may be, and the purchase price for the shares acquired. Each participant's
account will be credited with the number of shares, including fractions computed
to four decimal places, equal to the total to be invested divided by the
purchase price. Dividends paid on shares held for participants in the Plan will
be automatically reinvested (subject to any federal income tax withholding
requirements) as long as a participant continues in the Plan.
Costs
15. Are there any costs or expenses to participants in connection
with purchases under the Plan?
No. There are no brokerage fees because shares are purchased directly
from the Corporation. All costs of administering the Plan are paid by the
Corporation. However, an administrative fee may be charged if a participant
requests duplicate copies of reports provided initially free of charge (see
answer to Question 16).
Reports to Participants
16. What kind of reports will be sent to Plan participants?
A statement of account transactions will be mailed to each participant
as soon as practicable at the end of each quarter. These statements will provide
a record of the cost of purchases and should be retained for tax purposes. In
addition, each participant will also receive copies of communications sent to
all holders of Common Stock, including annual reports, proxy statements and
information for income tax reporting purposes.
Stock Certificates
17. Will certificates be issued for shares as they are purchased?
No. Certificates will not be issued to participants for shares as they
are purchased under the Plan. Instead, shares purchased pursuant to the Plan
will be registered in the name of the Agent or its nominee. This safekeeping
feature protects against loss, theft or destruction of stock certificates. No
certificates will be issued for fractional shares.
Sale, Transfer and Pledging of Shares
18. What happens when a participant sells or transfers all of the
shares registered in his or her name?
Once a shareholder becomes a participant in the Plan, the shareholder
may remain a participant even if the shareholder thereafter disposes of all
Common Stock registered in the participant's name. Shares acquired pursuant to
the Plan and held by the Agent will be registered in its name or the name of its
nominee. The dividends on shares credited to the participant's account will
continue to be reinvested until the Agent is notified that the participant
wishes to withdraw all shares credited to the participant's account. If a
participant requests withdrawal, the Agent will honor such request in the manner
set forth in the answer to Question 20.
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<PAGE>
19. May shares in a Plan account be pledged?
No. Shares credited to a participant's account may not be pledged or
assigned, and any such purported pledge or assignment shall be void. A
participant who wishes to pledge or assign shares credited to a Plan account
must request that certificates for such shares be issued to the participant.
Further, an eligible shareholder's opportunity to purchase shares pursuant to
the Plan is exercisable only by the participating shareholder or by his or her
guardian or legal representative, and neither the opportunity to purchase shares
nor funds held by the Corporation awaiting investment pursuant to the Plan may
be sold, transferred, pledged, assigned or otherwise disposed of by the
participant.
Withdrawal From Participation and Termination
20. How does a shareholder withdraw from participation in the Plan?
Participants may withdraw from the Plan by notifying the Agent in
writing of their desire to do so. Upon withdrawal, a participant will receive a
stock certificate for whole shares held in the participant's Plan account, plus
a check for any fractional share. If the withdrawal request is received less
than five business days prior to the record date for a dividend, any cash
dividend paid on that account will be reinvested for the account. The withdrawal
request will then be processed as soon as practicable after the dividend is
reinvested and the additional shares are credited to the participant's account.
Any optional cash payment which has been received by the Agent prior to
the receipt of a withdrawal notice will be invested in accordance with the Plan
unless a return of the payment is expressly requested in a written notice
received at least 48 hours prior to an Investment Date.
After a withdrawal is effective, all dividends on Common Stock held of
record by a shareholder, as to which participation has been terminated, will be
paid in cash; however, the shareholder may elect to re-enroll in the dividend
reinvestment option of the Plan at almost any time.
21. In whose name will certificates be registered when shares are
withdrawn and issued to participants?
Participant's accounts under the Plan are maintained in the names in
which certificates of participants were registered at the time they entered the
Plan. Consequently, certificates for whole shares will be similarly registered
when issued. Should a participant want these shares registered in any name other
than that of the holder of record participating in the Plan, he or she must
indicate such name in his or her request and provide the Agent with a stock
power. In the event of such re-registration, a participant would be responsible
for any possible gift, transfer or other taxes and for compliance with any
applicable transfer requirements.
22. May the Plan be amended, suspended or terminated?
Yes. The Corporation may amend, suspend or terminate the Plan at any
time. To the extent practicable, any such action will be announced to Plan
participants at least 30 days prior to its effective date, and any amendment
will be deemed to be accepted by a participant who does not withdraw from the
Plan prior to effectiveness of the amendment.
Upon termination of the Plan, except in the circumstances described
below, any uninvested optional cash payments will be returned, a stock
certificate for whole shares credited to a participant's Plan account will be
issued, and a cash payment will be made for any fractional share credited to a
participant's account.
In the event the Corporation terminates the Plan for the purpose of
establishing another dividend reinvestment and stock purchase plan, a
participant in the Plan will be enrolled automatically in such other plan and
shares credited to their Plan account will be credited automatically to such
other plan, unless notice is received to the contrary.
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<PAGE>
Taxes
23. What are the federal income tax consequences of participation in
the Plan?
The following summary is based upon an interpretation of present
federal income tax laws, regulations and rulings, and may be inapplicable if
such laws, regulations or rulings are changed. All participants are urged to
consult their own tax advisors to determine the particular tax consequences to
them which may result from their participation in the Plan and subsequent
disposal of shares acquired through the Plan.
A participant in the Plan will be treated for federal income tax
purposes as having received, on the dividend payment date, a dividend equal to
the fair market value of the shares acquired with the reinvested dividends on
such dividend payment date (the Investment Date), and will be taxed accordingly.
The tax basis of those shares will equal the fair market value of such shares on
the Investment Date (i.e., the purchase price). If the participant is subject to
backup withholding (see the answer to Question 24), 31% of the cash dividends
otherwise payable will be withheld as tax and the 69% balance will be reinvested
in shares, the tax basis of which will be the fair market value on the
Investment Date of the shares so acquired with the 69% balance. The participant
will realize taxable dividend income on both the cash withheld and on the
dividends reinvested in shares.
A participant will not realize any additional taxable income upon the
purchase of shares with optional cash payments because shares purchased with
optional cash payments are purchased at fair market value. The tax basis of
shares purchased with optional cash payments will equal the participant's
purchase price per share.
Each quarterly statement of account will show the price per share to be
used in determining the tax basis of the shares purchased in that quarter with
reinvested dividends and any optional cash payments. An Internal Revenue Service
Form 1099-DIV will be mailed to participants at year-end showing the total
amount of dividend income to be reported by the participant and the total amount
of tax, if any, withheld.
The holding period for shares acquired through the Plan, whether by
reinvestment of dividends or optional cash payments, will begin on the day
following the Investment Date with respect to which shares are purchased for a
participant.
A participant will not realize any taxable income when the participant
receives certificates for whole shares credited to the participant's account,
either upon the participant's request for a portion of those shares or upon
withdrawal from or termination of the Plan.
A participant will realize a gain or loss when shares are sold or
exchanged by the participant after receipt of shares from the Plan. A
participant will also realize a gain or loss when the participant receives a
cash payment from the sale of a fraction of a share credited to the
participant's account upon withdrawal from or termination of the Plan. The
amount of such gain or loss will be the difference between the amount that the
participant receives for the shares or fraction of a share and the participant's
tax basis in such shares or fraction of a share.
The federal income tax consequences of participation in the Plan may be
different for participants who are not citizens or residents of the United
States. In addition, there may be state and local tax consequences for United
States residents and non-United States tax consequences for participants who are
not citizens or residents of the United States.
24. How are income tax withholding provisions applied to participants
in the Plan?
If a participant in the Plan fails to provide a correct federal
taxpayer identification number or social security number to the Corporation on
IRS Form W-9 or fails to certify that the participant is not subject to backup
withholding on dividends or interest, the participant may be subject to
withholding from dividend payments, and the Agent will reinvest dividends net of
the required amount of tax withheld. A shareholder will also be subject to
backup withholding if the Internal Revenue Service notifies the shareholder and
the Corporation that backup withholding is being instituted because the
shareholder has failed to correctly report interest and dividend payments to the
Internal Revenue Service or to file a required tax return reporting interest and
dividends.
-9-
<PAGE>
For shareholders subject to backup withholding, the Corporation is
required to withhold 31% of each dividend payment as tax. Upon a sale of shares
(including any cash payment for fractional shares), the broker must withhold 31%
of the gross proceeds if the shareholder is subject to backup withholding. The
amount withheld pursuant to back-up withholding is not an additional tax.
Rather, the amount withheld is a prepayment on the taxpayer's regular federal
income tax liability. If backup withholding results in an overpayment of taxes.
a refund may be obtained from the Internal Revenue Service.
The backup withholding rules described above apply whether or not a
particular shareholder elects to participate in the Plan. If a participant is
subject to backup withholding, the amount of tax withheld will be deducted from
the total amount of dividends paid and only the remaining balance of the
dividends will be available for reinvestment under the Plan.
In the case of a foreign shareholder whose dividends are subject to
federal income tax withholding, the Agent will reinvest dividends net of the
required amount of tax withheld.
Other Information
25. If the Corporation has a rights offering, how will the rights on
the Plan shares be handled?
If a participant is entitled to participate in a rights offering,
entitlement will be based upon his or her total holdings, including the shares
credited to the participant pursuant to the Plan. Rights certificates will,
however, be issued for the number of whole shares only.
26. What happens if the Corporation issues a stock dividend or
declares a stock split?
Any stock dividends or split shares distributed by the Corporation on
shares held by the Agent for participant will be credited to the participant's
account.
27. How will a participant's shares held under the Plan be voted?
Both full and fractional shares credited to a participant's account
will be voted as the participant directs. Fractional shares will have
proportionate rights.
Participants will receive materials from the Corporation for each
shareholders' meeting, including a proxy statement and form of a proxy or
direction card, which will enable them to vote all shares credited to their
account under the Plan.
28. What is the responsibility of the Corporation and the Agent
under the Plan?
The Corporation and the Agent, in administering the Plan, shall not be
liable for any act done in good faith or for any good faith omission to act
including, without limitation, any claims of liability with respect to the
prices or times at which shares are purchased or sold for the participant's
account and with respect to any loss or fluctuation in the market value after
purchase or sale of shares.
The Agent may resign as administrator of the Plan at any time, in which
case the Corporation shall appoint a successor.
29. What are some of the responsibilities of participants?
Participants will have no right to draw checks or drafts against their
accounts under the Plan or give instructions to the Agent with respect to any
shares or cash held except as expressly provided in the Plan.
-10-
<PAGE>
Participants should notify the Agent promptly in writing of any change
of address. Notices to participants will be given by letters addressed to them
at their last addresses of record with the Agent under the Plan.
30. Who bears the risk of market price fluctuation in the
Corporation's Common Stock?
In this regard, a participant's investment, both in shares held in the
Plan and in shares registered in the participant's own name, is no different
from that of a non-participating shareholder. The participant bears the risk of
loss and has the opportunity for gain as a result of market price changes.
THEREFORE, PARTICIPANTS SHOULD RECOGNIZE THAT NEITHER THE CORPORATION NOR THE
AGENT CAN ASSURE THEM OF A PROFIT OR PROTECT THEM AGAINST A LOSS ON SHARES
PURCHASED OR SOLD UNDER THE PLAN.
31. Can adjustments be made in the number of shares subject to
the Plan?
The Plan pertains to 300,000 shares of the Corporation's Common Stock,
subject to adjustment as follows:
A. In the event that a dividend shall be declared upon the
Common Stock payable in shares of said stock, the number of shares of Common
Stock available for issuance pursuant to the Plan shall be adjusted by adding
thereto the number of shares which would have been distributable thereon if such
shares had been outstanding on the date fixed for determining the shareholders
entitled to receive such stock dividend.
B. In the event that the outstanding shares of Common Stock
shall be changed into or exchanged for a different number or kind of stock or
other securities of the Corporation or of another corporation, whether through
reorganization, recapitalization, stock split-up, combination of shares, merger
or consolidation, then there shall be substituted for the shares available for
issuance pursuant to the Plan, the number and kind of shares of stock or other
securities which would have been substituted therefor if such shares of stock or
other securities had been outstanding on the date fixed for determining the
shareholders entitled to receive such changed or substituted stock or other
securities.
C. In the event there shall be any change, other than
specified above, in the number or kind of outstanding shares of Common Stock of
the Corporation or of any stock or other securities into which such Common Stock
shall be changed or for which it shall have been exchanged, then if the Board of
Directors of the Corporation shall determine, in its discretion, that such
change equitably requires an adjustment in the number or kind of shares which
are available for issuance pursuant to the Plan, such adjustment shall be made
by the Board of Directors and shall be effective and binding for all purposes of
the Plan.
D. No adjustment or substitution provided for herein shall
require the Corporation to issue or to sell a fractional share under the Plan
and the total adjustment or substitution may be limited accordingly.
32. How is the Plan to be interpreted?
Any question of interpretation arising under the Plan will be
determined by the Corporation pursuant to the rules and regulations of all
regulatory authorities and applicable federal and state law, such determination
being final.
USE OF PROCEEDS
The Corporation intends to use the net proceeds from the sale of shares
pursuant to the Plan for general corporate purposes. However, due to the nature
of how the Plan functions, the Corporation does not know precisely the number of
shares of its Common Stock that will be sold pursuant to the Plan nor the prices
at which such shares will be sold.
-11-
<PAGE>
EXPERTS
The consolidated balance sheets of D and E and Subsidiaries as of
December 31, 1995 and 1994 and the consolidated statements of income,
shareholders' equity and cash flows for each of the three years in the period
ended December 31, 1995 incorporated by reference in this Prospectus from the
1995 Annual Report on Form 10-K/A of D and E, have been incorporated by
reference herein in reliance on the report of Coopers & Lybrand L.L.P.,
independent accountants, given on the authority of that firm as experts in
accounting and auditing.
The consolidated balance sheets of Monor Communications Group, Inc. and
Subsidiaries as of December 31, 1995 and 1994 and the consolidated
statements of loss, shareholders' equity and cash flows for the years then
ended, incorporated by reference in this Prospectus from the 1995 Annual Report
on Form 10-K/A of D and E, have been incorporated herein in reliance on the
report of Coopers & Lybrand L.L.P., independent accountants, given on the
authority of that firm as experts in accounting and auditing.
LEGAL MATTERS
The validity of shares of the Common Stock offered hereby has been
passed upon by Buchanan Ingersoll Professional Corporation, Pittsburgh,
Pennsylvania.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
As permitted by the Pennsylvania Business Corporation Law of 1988, as
amended (the "PBCL"), the Corporation's Articles of Incorporation (the
"Articles") provide that the Corporation shall indemnify and hold harmless to
the full extent not prohibited by law, as the same exists or may hereafter be
amended, interpreted or implemented (but, in the case of any amendment, only to
the extent that such amendment permits the Corporation to provide broader
indemnification rights than are permitted the Corporation to provide prior to
such amendment), each person who was or is made a party or is threatened to be
made a party to or is otherwise involved in (as a witness or otherwise) any
threatened, pending or completed claim, action, suit, or proceeding, whether
civil, criminal, administrative, investigative or other and whether or not by or
in the right of the corporation or otherwise (hereinafter, a "proceeding"), by
reason of the fact that he or she, or a person of whom he or she is the heir,
executor, or administrator, is or was a director or officer of the Corporation
or is or was serving at the request of the Corporation as a director, officer,
employee, fiduciary, trustee or other representative of another corporation or
of a partnership, joint venture, trust or other enterprise (including without
limitation service with respect to employee benefit plans), or where the basis
of such proceeding is any alleged action or failure to take any action by any
such of the foregoing persons while acting in an official capacity as a director
or officer of the Corporation or in any other capacity on behalf of the
Corporation while such person is or was serving as a director or officer of the
Corporation, against all expenses, liability and loss, including but not limited
to attorneys' fees, judgments, fines, ERISA excise taxes or penalties and
amounts paid or to be paid in settlement whether with or without court approval,
actually incurred or paid by such person in connection therewith. Such
indemnification includes the right to be paid by the Corporation the expenses
incurred in defending any such proceeding (or part thereof) or in enforcing his
or her indemnification rights under the Articles in advance of the final
disposition thereof promptly after receipt by the Corporation of a request
therefor stating in reasonable detail the expenses incurred, subject to certain
conditions to the extent required by law. Persons who are not directors or
officers of the Corporation may be similarly indemnified in respect of service
to the Corporation, or to another such entity at the request of the Corporation,
to the extent the Board of Directors designates. Under the PBCL, indemnification
pursuant to this provision of the Articles is not permitted in any case in which
the act or failure to act giving rise to the claim for indemnification is
determined by a court to have constituted willful misconduct or recklessness.
There may be other circumstances where indemnification may not be permitted as a
matter of public policy.
The Articles also provide that to the fullest extent that the laws of
the Commonwealth of Pennsylvania, as now in effect or as hereafter amended,
permit elimination or limitation of the liability of directors, no director of
the Corporation shall be personally liable for monetary damages as such for any
action taken, or any failure to take any action, as a director. Under Section
1713 of the PBCL, the personal liability of a director may not be eliminated or
limited if: (1) the director has breached or failed to perform the duties of his
-12-
<PAGE>
office under Subchapter B of Chapter 17 of the PBCL (relating to the fiduciary
duties of directors; and (2) the breach or failure to perform constitutes
self-dealing, willful misconduct or recklessness. Furthermore, this limitation
on the personal liability of directors of the Corporation does not apply to: (1)
the responsibility or liability of a director pursuant to any criminal statute;
or (2) the liability of a director for the payment of taxes pursuant to local,
state or federal law.
The Articles also provide that the Corporation may purchase and
maintain insurance on behalf of any person who is or was a director or officer
or representative of the Corporation, or is or was serving at the request of the
Corporation as a representative of another corporation, partnership, joint
venture, trust or other enterprise, against any liability asserted against such
person or incurred by such person in any such capacity, or arising out of his or
her status as such, whether or not the Corporation has the power to indemnify
such person against such liability under the laws of this or any other state.
The Corporation may create a fund, of any nature, which may, but need not be,
under the control of a trustee, or otherwise secure or insure in any manner its
indemnification obligations arising under the Articles or otherwise.
The Corporation and its subsidiaries also carry insurance for their
officers and directors against certain liabilities which they might incur as
directors or officers of the Corporation or of any other organization which they
serve at the Corporation's request, including certain liabilities under the
Securities Act of 1933, as amended (the "Securities Act").
Insofar as indemnification by the Corporation for liabilities arising
under the Securities Act may be permitted to directors, officers and controlling
persons of the Corporation pursuant to the foregoing provisions, the Corporation
has been informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.
-13-
<PAGE>
=====================================================
TABLE OF CONTENTS
Page
----
ADDITIONAL INFORMATION.............................2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE....2
THE CORPORATION....................................3
THE PLAN...........................................3
USE OF PROCEEDS...................................11
EXPERTS...........................................12
LEGAL MATTERS.....................................12
INDEMNIFICATION OF DIRECTORS AND OFFICERS.........12
------------
This Prospectus does not constitute an offer
to sell or solicitation of an offer to buy the
securities covered by this Prospectus in any
jurisdiction to any person to whom it is unlawful to
make such offer or solicitation.
Neither the delivery of this Prospectus nor
any sale made hereunder shall under any circumstances
create any implication that there has not been any
change in the affairs of the Corporation since the
date hereof. No person has been authorized to give any
information or to make any representations, other than
as contained herein, in connection with the offer
described herein, and if given or made, such
information or representation must be relied upon.
======================================================
======================================================
D & E COMMUNICATIONS, INC.
DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
300,000
SHARES OF COMMON STOCK
PAR VALUE $.16 PER SHARE
---------------
PROSPECTUS
---------------
The Date of this Prospectus
is June 11, 1996
=========================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.*
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee..............$ 2,474.16
Attorneys' fees and expenses.....................................$20,250.00
Printing.........................................................$ 2,500.00
Blue Sky fees and expenses.......................................$ 750.00
Accountants' fees and expenses...................................$ 5,000.00
Miscellaneous....................................................$ 750.00
Total...................................................$31,724.16
</TABLE>
- ----------------
* All amounts are estimated; such amounts include estimated expenses in respect
of both the original Registration Statement on Form S-3 and this Post-
Effective Amendment No. 1 thereto.
Item 15. Indemnification of Directors and Officers.
Subchapter D of Chapter 17 of the PBCL provides in general that a
corporation may indemnify any person, including its directors, officers and
employees, who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or proceeding, whether civil, criminal,
administrative or investigative (including actions by or in the right of the
corporation) by reason of the fact that he or she is or was a representative of
or serving at the request of the corporation, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or her in connection with the action or proceeding if
he or she is determined by the board of directors, or in certain circumstances
by independent legal counsel to the shareholders, to have acted in good faith
and in a manner he or she reasonably believed to be in, or not opposed to, the
best interests of the corporation and, with respect to any criminal proceeding,
had no reason to believe his conduct was unlawful. In the case of actions by or
in the right of the corporation, indemnification is not permitted in respect of
any claim, issue or matter as to which the person has been adjudged to be liable
to the corporation except to the extent a court determines that the person is
fairly and reasonably entitled to indemnification. In any case, to the extent
that the person has been successful on the merits or otherwise in defense of any
claim, issue or matter, he or she shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him or her in
connection therewith. Subchapter D of Chapter 17 of the PBCL also provides that
the indemnification permitted or required thereby is not exclusive of any other
rights to which a person seeking indemnification may be entitled.
As permitted by the Pennsylvania Business Corporation Law of 1988, as
amended (the "PBCL"), the Corporation's Articles of Incorporation (the
"Articles") provide that the Corporation shall indemnify and hold harmless to
the full extent not prohibited by law, as the same exists or may hereafter be
amended, interpreted or implemented (but, in the case of any amendment, only to
the extent that such amendment permits the Corporation to provide broader
indemnification right than are permitted the Corporation to provide prior to
such amendment), each person who was or is made a party or is threatened to be
made a party to or is otherwise involved in (as a witness or otherwise) any
threatened, pending or completed claim, action, suit, or proceeding, whether
civil, criminal, administrative, investigative or other and whether or not by or
in the right of the corporation or otherwise (hereinafter, a "proceeding"), by
reason of the fact that he or she, or a person of whom he or she is the heir,
executor, or administrator, is or was a director or officer of the Corporation
II-1
<PAGE>
or is or was serving at the request of the Corporation as a director, officer,
employee, fiduciary, trustee or other representative of another corporation or
of a partnership, joint venture, trust or other enterprise (including without
limitation service with respect to employee benefit plans), or where the basis
of such proceeding is any alleged action or failure to take any action by any
such of the foregoing persons while acting in an official capacity as a director
or officer of the Corporation or in any other capacity on behalf of the
Corporation while such person is or was serving as a director or officer of the
Corporation, against all expenses, liability and loss, including but not limited
to attorneys' fees, judgments, fines, ERISA excise taxes or penalties and
amounts paid or to be paid in settlement whether with or without court approval,
actually incurred or paid by such person in connection therewith. Such
indemnification includes the right to be paid by the Corporation the expenses
incurred in defending any such proceeding (or part thereof) or in enforcing his
or her indemnification rights under the Articles in advance of the final
disposition thereof promptly after receipt by the Corporation of a request
therefor stating in reasonable detail the expenses incurred, subject to certain
conditions to the extent required by law. Persons who are not directors or
officers of the Corporation may be similarly indemnified in respect of service
to the Corporation, or to another such entity at the request of the Corporation,
to the extent the Board of Directors designates. Under the PBCL, indemnification
pursuant to this provision of the Articles is not permitted in any case in which
the act or failure to act giving rise to the claim for indemnification is
determined by a court to have constituted willful misconduct or recklessness.
There may be other circumstances where indemnification may not be permitted as a
matter of public policy.
The Articles also provide that to the fullest extent that the laws of
the Commonwealth of Pennsylvania, as now in effect or as hereafter amended,
permit elimination or limitation of the liability of directors, no director of
the Corporation shall be personally liable for monetary damages as such for any
action taken, or any failure to take any action, as a director. Under Section
1713 of the PBCL, the personal liability of a director may not be eliminated or
limited if: (1) the director has breached or failed to perform the duties of his
office under Subchapter B of Chapter 17 of the PBCL (relating to the fiduciary
duties of directors; and (2) the breach or failure to perform constitutes
self-dealing, willful misconduct or recklessness. Furthermore, this limitation
on the personal liability of directors of the Corporation does not apply to: (1)
the responsibility or liability of a director pursuant to any criminal statute;
or (2) the liability of a director for the payment of taxes pursuant to local,
state or federal law.
The Articles also provide that the Corporation may purchase and
maintain insurance on behalf of any person who is or was a director or officer
or representative of the Corporation, or is or was serving at the request of the
Corporation as a representative of another corporation, partnership, joint
venture, trust or other enterprise, against any liability asserted against such
person or incurred by such person in any such capacity, or arising out of his or
her status as such, whether or not the Corporation has the power to indemnify
such person against such liability under the laws of this or any other state.
The Corporation may create a fund, of any nature, which may, but need not be,
under the control of a trustee, or otherwise secure or insure in any manner its
indemnification obligations arising under the Articles or otherwise.
Insofar as indemnification by the Corporation for liabilities arising
under the Securities Act of 1933, as amended (the "Securities Act"), may be
permitted to directors, officers and controlling persons of the Corporation
pursuant to the foregoing provisions, the Corporation has been informed that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.
Item 16. Exhibits.
The following is a complete list of exhibits filed as part of this
Registration Statement, which are incorporated herein by reference:
II-2
<PAGE>
<TABLE>
<CAPTION>
Exhibit Number Description Method of Filing
- -------------- ----------- ----------------
<S> <C> <C>
2.1 Agreement and Plan of Exchange between Denver and Incorporated herein by reference from
Ephrata Telephone and Telegraph Company (a Amendment No. 2 to the Corporation's
Pennsylvania corporation) and D & E Communications, Registration Statement on Form S-4
Inc. (a Pennsylvania corporation) (Registration No. 333-2960), Exhibit 2.1.
4.1 Articles of Incorporation of D & E Incorporated herein by reference from
Communications, Inc. Amendment No. 2 to the Corporation's
Registration Statement on Form S-4
(Registration No. 333-2960), Exhibit 3.1.
4.2 Note Agreement between Allstate Life Insurance Incorporated herein by reference from
Company, Allstate Life Insurance Company of D and E's Registration Statement on Form
New York, and Denver and Ephrata Telephone and 10, Exhibit 4.1.
Telegraph Company, dated as of November 15, 1991,
Re: $10,000,000 9.18% Senior Notes due November 15,
2021
4.3 First Amendment to Note Agreement dated as of Incorporated herein by reference from
November 15, 1991 between Allstate Life Insurance D and E's 1993 Annual Report on Form
Company, Allstate Life Insurance Company of New 10-K, Exhibit 4.2.
York, and Denver and Ephrata Telephone and Telegraph
Company, dated as of January 14, 1994, due
November 15, 2021, Re: $10,000,000 9.18% Senior
Notes due November 15, 2021
4.4 Note Agreement between Allstate Life Insurance Incorporated herein by reference from
Company and Denver and Ephrata Telephone and D and E's 1993 Annual Report on Form
Telegraph Company, dated as of January 14, 1994, 10-K, Exhibit 4.3.
Re: $10,000,000 6.49% Senior Notes due January
14, 2004
4.5 Second Amendment to Note Agreement dated as of Incorporated herein by reference from
November 15, 1991 between Allstate Life Insurance D and E's Registration Statement on
Company, Allstate Life Insurance Company of New Form S-3 (Registration No. 33-85896),
York, and Denver and Ephrata Telephone and Exhibit 4.3.
Telegraph Company, dated as of September 27,
1994, Re: $10,000,000 9.18% Senior Notes due
November 15, 2021
4.6 First Amendment to Note Agreement dated as of Incorporated herein by reference from
January 14, 1994 between Allstate Life Insurance D and E's Registration Statement on Form
Company and Denver and Ephrata Telephone and S-3 (Registration No. 33-85896), Exhibit 4.5.
Telegraph Company, dated as of September 27,
1994, Re: $10,000,000 6.49% Senior Notes due
January 14, 2004
II-3
<PAGE>
4.7 Second Amendment to Note Agreement dated as of Incorporated herein by reference from
January 14, 1994 between Allstate Life Insurance D and E's 1995 Annual Report on Form
Company and Denver and Ephrata Telephone and 10-K, Exhibit 4.6.
Telegraph Company, dated as of September 1, 1995,
Re: $10,000,000 6.49% Senior Notes due
January 14, 2004
4.8 Third Amendment to Note Agreement dated as of Incorporated herein by reference from
November 15, 1991 between Allstate Life Insurance D and E's 1995 Annual Report on Form
Company, Allstate Life Insurance Company of New 10-K, Exhibit 4.7.
York, and Denver and Ephrata Telephone and
Telegraph Company, dated as of
September 1, 1995, Re: $10,000,000 9.18% Senior
Notes due November 15, 2021
5.1 Opinion of Buchanan Ingersoll Professional Filed herewith.
Corporation
23.1 Consent of Buchanan Ingersoll Professional See Exhibit 5.1 hereof.
Corporation
23.2 Consent of Coopers & Lybrand L.L.P. Filed herewith.
24.1 Powers of Attorney for D&E Communications, Inc. Filed herewith.
</TABLE>
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.
II-4
<PAGE>
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Exchange Act that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing of this Registration Statement on Form S-3 and
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Borough of Ephrata, Commonwealth
of Pennsylvania, on June 11, 1996.
D & E COMMUNICATIONS, INC.
By: /s/ Anne B. Sweigart
---------------------------------
Mrs. Anne B. Sweigart
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-3 has been signed by the following persons in
the capacities indicated on June 11, 1996.
Signature Title
--------- -----
/s/ Anne B. Sweigart
- ---------------------------- Chairman of the Board, President
Mrs. Anne B. Sweigart and Chief Executive Officer
(Principal Executive Officer)
/s/ Thomas E. Morell Chief Financial Officer and
- ----------------------------- Treasurer (Principal Financial
Thomas E. Morell and Accounting Officer)
John Amos Director )
)
Paul W. Brubaker Director )
)
Ronald E. Frisbie Director ) By: /s/ W. Garth Sprecher
) -----------------------------
Robert M. Lauman Director ) W. Garth Sprecher
) Attorney-In-Fact
G. William Ruhl Director )
)
Steven B. Silverman Director )
)
W. Garth Sprecher Director )
)
Anne B. Sweigart Director )
)
Charles E. Thomas Director )
II-6
<PAGE>
INDEX OF EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Description Method of Filing
- -------------- ----------- ----------------
<S> <C> <C>
2.1 Agreement and Plan of Exchange between Denver and Incorporated herein by reference from
Ephrata Telephone and Telegraph Company (a Amendment No. 2 to the Corporation's Registration
Pennsylvania corporation) and Statement on Form S-4 (Registration No. 333-2960),
D & E Communications, Inc. (a Pennsylvania Exhibit 2.1.
corporation)
4.1 Articles of Incorporation of D & E Incorporated herein by reference from
Communications, Inc. Amendment No. 2 to the Corporation's Registration
Statement on Form S-4 (Regisgration No. 333-2960),
Exhibit 3.1.
4.2 Note Agreement between Allstate Life Insurance Incorporated herein by reference from
Company, Allstate Life Insurance Company of D and E's Registration Statement on Form
New York, and Denver and Ephrata Telephone 10, Exhibit 4.1.
and Telegraph Company, dated as of November 15,
1991, Re: $10,000,000 9.18% Senior Notes due
November 15, 2021
4.3 First Amendment to Note Agreement dated as of Incorporated herein by reference from
November 15, 1991 between Allstate Life Insurance D and E's 1993 Annual Report on Form
Company, Allstate Life Insurance Company of New 10-K, Exhibit 4.2.
York, and Denver and Ephrata Telephone and
Telegraph Company, dated as of January 14, 1994,
due November 15, 2021, Re: $10,000,000 9.18%
Senior Notes due November 15, 2021
4.4 Note Agreement between Allstate Life Insurance Incorporated herein by reference from
Company and Denver and Ephrata Telephone and D and E's 1993 Annual Report on Form
Telegraph Company, dated as of January 14, 1994, 10-K, Exhibit 4.3.
Re: $10,000,000 6.49% Senior Notes due January
14, 2004
4.5 Second Amendment to Note Agreement dated as of Incorporated herein by reference from
November 15, 1991 between Allstate Life Insurance D and E's Registration Statement on
Company, Allstate Life Insurance Company of New Form S-3, Exhibit 4.3.
York, and Denver and Ephrata Telephone and
Telegraph Company, dated as of September 27,
1994, Re: $10,000,000 9.18% Senior Notes due
November 15, 2021
4.6 First Amendment to Note Agreement dated as of Incorporated herein by reference from
January 14, 1994 between Allstate Life Insurance D and E's Registration Statement on Form
Company and Denver and Ephrata Telephone and S-3, Exhibit 4.5.
Telegraph Company, dated as of September 27,
1994, Re: $10,000,000 6.49% Senior Notes due
January 14, 2004
4.7 Second Amendment to Note Agreement dated as of Incorporated herein by reference from
January 14, 1994 between Allstate Life Insurance D and E's 1995 Annual Report on Form
Company and Denver and Ephrata Telephone and 10-K, Exhibit 4.6.
Telegraph Company, dated as of September 1, 1995,
Re: $10,000,000 6.49% Senior Notes due
January 14, 2004
<PAGE>
4.8 Third Amendment to Note Agreement dated as of Incorporated herein by reference from
November 15, 1991 between Allstate Life Insurance D and E's 1995 Annual Report on Form
Company, Allstate Life Insurance Company of New 10-K, Exhibit 4.7.
York, and Denver and Ephrata Telephone and
Telegraph Company, dated as of
September 1, 1995, Re: $10,000,000 9.18% Senior
Notes due November 15, 2021
5.1 Opinion of Buchanan Ingersoll Professional Filed herewith.
Corporation
23.1 Consent of Buchanan Ingersoll Professional See Exhibit 5.1 hereof.
Corporation
23.2 Consent of Coopers & Lybrand L.L.P. Filed herewith.
24.1 Powers of Attorney for D & E Communications, Inc. Filed herewith.
</TABLE>
<PAGE>
June 10, 1996
D & E Communications, Inc.
Brossman Business Complex
124 East Main Street
Ephrata, PA 17522
Ladies and Gentlemen:
We have acted as counsel to D & E Communications, Inc., a
Pennsylvania corporation ("D & E"), in connection with the registration under
the Securities Act of 1933, as amended, of shares of common stock, par
value $.16 per share (the "D & E Common Stock"), of D & E reserved for
issuance pursuant to D & E's Dividend Reinvestment and Stock Purchase Plan (the
"Plan") which is the successor to the Dividend Reinvestment and Stock Purchase
Plan ("the "Predecessor Plan") of Denver and Ephrata Telephone and Telegraph
Company ("D and E") and which is identical in its terms to the Predecessor Plan
except that the 100,000 shares of common stock of D and E reserved for
issuance under the Predecessor Plan have been converted (pursuant to the
Restructuring (as defined below)) into 300,000 shares of the D & E Common
Stock, of which 274,929 remain available for issuance by D & E under the Plan on
the date hereof. In such capacity, we have examined the following:
1. The By-Laws and Articles of Incorporation of D & E;
2. The Registration Statement on Form S-4, as amended
(the "S-4"), with respect to the Restructuring (as therein defined), filed by
D & E with the Securities and Exchange Commission (the "Commission") pursuant to
the Securities Act of 1933, as amended (the "Securities Act");
3. The Registration Statement on Form S-3 with respect to the
Predecessor Plan (the "Registration Statement"), filed by D and E with the
Commission pursuant to the Securities Act;
4. The Post-Effective Amendment No. 1 to the Registration
Statement with respect to the Plan (the "PE Amendment"), filed by D & E
with the Commission pursuant to the Securities Act to which this opinion is
an exhibit;
5. Proceedings of the Board of Directors of D & E relating to
the successorship of the Plan to the Predecessor Plan, the issuance of shares
of the D & E Common Stock under the Plan and the authorization, execution and
filing of the PE Amendment;
6. Proceedings of the Board of Directors of D and E relating
to the adoption of the Predecessor Plan, the successorship of the Plan to the
Predecessor Plan and the authorization, execution and filing of the Registration
Statement; and
7. Such other documents, certificates, records,
statutes and decisions as we considered necessary to express the opinion
contained herein.
Based upon the foregoing, we are of the opinion that the D & E
Common Stock to be issued pursuant to the Plan, when and to the extent issued by
D & E in accordance with the Plan, will be validly issued, fully paid and
nonassessable.
We hereby consent to be named in the PE Amendment and in the
Prospectus which constitutes a part thereof, as counsel which has passed upon
the legality of the shares of the D & E Common Stock to be issued pursuant to
the Plan. We further consent to the filing of a copy of this opinion as an
exhibit to the PE Amendment.
BUCHANAN INGERSOLL
PROFESSIONAL CORPORATION
By: /s/ Stephen W. Johnson
------------------------------
Stephen W. Johnson
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to the Registration Statement on Form S-3 (File No. 33-89856) of our
reports dated March 15, 1996, on our audits of the consolidated financial
statements of the Denver and Ephrata Telephone and Telegraph Company and
Subsidiaries and Monor Communications Group, Inc., which reports are included in
the 1995 Form 10-K/A of the Denver and Ephrata Telephone and Telegraph Company.
We also consent to the reference therein to our firm under the caption
"Experts."
/s/ Coopers & Lybrand L.L.P.
- ------------------------------
Coopers & Lybrand L.L.P.
Philadelphia, Pennsylvania
June 10, 1996
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer of D & E Communications, Inc. hereby constitutes and appoints Mrs. Anne
B. Sweigart and W. Garth Sprecher and each of them, the undersigned's true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution in each, for the undersigned in his or her name, place and stead,
in any and all capacities (including the undersigned's capacity as a director
and/or officer of D & E Communications, Inc.) granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
execute any and all instruments which said attorneys-in-fact and agents, or any
of them, may deem necessary or advisable or which may be required to enable D &
E Communications, Inc. to comply with the Securities Act of 1933, as amended,
and any rules, regulations or requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under said
Act of up to 300,000 shares of Common Stock and the offering thereof, pursuant
to Denver and Ephrata Telephone and Telegraph Company's Dividend Reinvestment
and Stock Purchase Plan as assumed by D & E Communications, Inc., as fully to
all intents and purposes as the undersigned might or could do in person,
including specifically, but without limiting the generality of the foregoing,
the power and authority to sign the name of the undersigned in the capacity of
director and/or officer of D & E Communications, Inc. to any registration
statement to be filed with the Securities and Exchange Commission in respect of
said Common Stock, to any and all amendments and supplements to any such
registration statements, including post-effective amendments thereto, and to any
instruments or documents filed as part of or in connection with any such
registration statements or amendments or supplements thereof, and to file such
documents with the Securities and Exchange Commission; and to do any and all
acts and things and to execute any and all instruments that said attorneys and
agents and each of them may deem necessary or desirable to enable D & E
Communications, Inc. to comply with the Securities Exchange Act of 1934, as
amended, and any requirements of the Securities and Exchange Commission
thereunder including specifically, but without limiting the generality of the
foregoing, power and authority to sign the name of the undersigned director
and/or officer in such capacity, to any application, report, instrument,
certificate, form or other document, and any and all supplements and amendments
thereto, to be filed on behalf of said corporation with the Securities and
Exchange Commission; and the undersigned hereby ratifies and confirms all that
said attorneys-in-fact and agents, or any of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents on the date
set forth opposite his or her name below.
Date: June 3, 1996 /s/ John Amos
-----------------------------------
John Amos
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer of D & E Communications, Inc. hereby constitutes and appoints Mrs. Anne
B. Sweigart and W. Garth Sprecher and each of them, the undersigned's true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution in each, for the undersigned in his or her name, place and stead,
in any and all capacities (including the undersigned's capacity as a director
and/or officer of D & E Communications, Inc.) granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
execute any and all instruments which said attorneys-in-fact and agents, or any
of them, may deem necessary or advisable or which may be required to enable D &
E Communications, Inc. to comply with the Securities Act of 1933, as amended,
and any rules, regulations or requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under said
Act of up to 300,000 shares of Common Stock and the offering thereof, pursuant
to Denver and Ephrata Telephone and Telegraph Company's Dividend Reinvestment
and Stock Purchase Plan as assumed by D & E Communications, Inc., as fully to
all intents and purposes as the undersigned might or could do in person,
including specifically, but without limiting the generality of the foregoing,
the power and authority to sign the name of the undersigned in the capacity of
director and/or officer of D & E Communications, Inc. to any registration
statement to be filed with the Securities and Exchange Commission in respect of
said Common Stock, to any and all amendments and supplements to any such
registration statements, including post-effective amendments thereto, and to any
instruments or documents filed as part of or in connection with any such
registration statements or amendments or supplements thereof, and to file such
documents with the Securities and Exchange Commission; and to do any and all
acts and things and to execute any and all instruments that said attorneys and
agents and each of them may deem necessary or desirable to enable D & E
Communications, Inc. to comply with the Securities Exchange Act of 1934, as
amended, and any requirements of the Securities and Exchange Commission
thereunder including specifically, but without limiting the generality of the
foregoing, power and authority to sign the name of the undersigned director
and/or officer in such capacity, to any application, report, instrument,
certificate, form or other document, and any and all supplements and amendments
thereto, to be filed on behalf of said corporation with the Securities and
Exchange Commission; and the undersigned hereby ratifies and confirms all that
said attorneys-in-fact and agents, or any of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents on the date
set forth opposite his or her name below.
Date: June 3, 1996 /s/ Paul W. Brubaker
-----------------------------------
Paul W. Brubaker
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer of D & E Communications, Inc. hereby constitutes and appoints Mrs. Anne
B. Sweigart and W. Garth Sprecher and each of them, the undersigned's true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution in each, for the undersigned in his or her name, place and stead,
in any and all capacities (including the undersigned's capacity as a director
and/or officer of D & E Communications, Inc.) granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
execute any and all instruments which said attorneys-in-fact and agents, or any
of them, may deem necessary or advisable or which may be required to enable D &
E Communications, Inc. to comply with the Securities Act of 1933, as amended,
and any rules, regulations or requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under said
Act of up to 300,000 shares of Common Stock and the offering thereof, pursuant
to Denver and Ephrata Telephone and Telegraph Company's Dividend Reinvestment
and Stock Purchase Plan as assumed by D & E Communications, Inc., as fully to
all intents and purposes as the undersigned might or could do in person,
including specifically, but without limiting the generality of the foregoing,
the power and authority to sign the name of the undersigned in the capacity of
director and/or officer of D & E Communications, Inc. to any registration
statement to be filed with the Securities and Exchange Commission in respect of
said Common Stock, to any and all amendments and supplements to any such
registration statements, including post-effective amendments thereto, and to any
instruments or documents filed as part of or in connection with any such
registration statements or amendments or supplements thereof, and to file such
documents with the Securities and Exchange Commission; and to do any and all
acts and things and to execute any and all instruments that said attorneys and
agents and each of them may deem necessary or desirable to enable D & E
Communications, Inc. to comply with the Securities Exchange Act of 1934, as
amended, and any requirements of the Securities and Exchange Commission
thereunder including specifically, but without limiting the generality of the
foregoing, power and authority to sign the name of the undersigned director
and/or officer in such capacity, to any application, report, instrument,
certificate, form or other document, and any and all supplements and amendments
thereto, to be filed on behalf of said corporation with the Securities and
Exchange Commission; and the undersigned hereby ratifies and confirms all that
said attorneys-in-fact and agents, or any of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents on the date
set forth opposite his or her name below.
Date: May 9, 1996 /s/ Ronald E. Frisbie
-----------------------------------
Ronald E. Frisbie
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer of D & E Communications, Inc. hereby constitutes and appoints Mrs. Anne
B. Sweigart and W. Garth Sprecher and each of them, the undersigned's true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution in each, for the undersigned in his or her name, place and stead,
in any and all capacities (including the undersigned's capacity as a director
and/or officer of D & E Communications, Inc.) granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
execute any and all instruments which said attorneys-in-fact and agents, or any
of them, may deem necessary or advisable or which may be required to enable D &
E Communications, Inc. to comply with the Securities Act of 1933, as amended,
and any rules, regulations or requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under said
Act of up to 300,000 shares of Common Stock and the offering thereof, pursuant
to Denver and Ephrata Telephone and Telegraph Company's Dividend Reinvestment
and Stock Purchase Plan as assumed by D & E Communications, Inc., as fully to
all intents and purposes as the undersigned might or could do in person,
including specifically, but without limiting the generality of the foregoing,
the power and authority to sign the name of the undersigned in the capacity of
director and/or officer of D & E Communications, Inc. to any registration
statement to be filed with the Securities and Exchange Commission in respect of
said Common Stock, to any and all amendments and supplements to any such
registration statements, including post-effective amendments thereto, and to any
instruments or documents filed as part of or in connection with any such
registration statements or amendments or supplements thereof, and to file such
documents with the Securities and Exchange Commission; and to do any and all
acts and things and to execute any and all instruments that said attorneys and
agents and each of them may deem necessary or desirable to enable D & E
Communications, Inc. to comply with the Securities Exchange Act of 1934, as
amended, and any requirements of the Securities and Exchange Commission
thereunder including specifically, but without limiting the generality of the
foregoing, power and authority to sign the name of the undersigned director
and/or officer in such capacity, to any application, report, instrument,
certificate, form or other document, and any and all supplements and amendments
thereto, to be filed on behalf of said corporation with the Securities and
Exchange Commission; and the undersigned hereby ratifies and confirms all that
said attorneys-in-fact and agents, or any of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents on the date
set forth opposite his or her name below.
Date: May 9, 1996 /s/ Robert M. Lauman
-----------------------------------
Robert M. Lauman
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer of D & E Communications, Inc. hereby constitutes and appoints Mrs. Anne
B. Sweigart and W. Garth Sprecher and each of them, the undersigned's true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution in each, for the undersigned in his or her name, place and stead,
in any and all capacities (including the undersigned's capacity as a director
and/or officer of D & E Communications, Inc.) granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
execute any and all instruments which said attorneys-in-fact and agents, or any
of them, may deem necessary or advisable or which may be required to enable D &
E Communications, Inc. to comply with the Securities Act of 1933, as amended,
and any rules, regulations or requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under said
Act of up to 300,000 shares of Common Stock and the offering thereof, pursuant
to Denver and Ephrata Telephone and Telegraph Company's Dividend Reinvestment
and Stock Purchase Plan as assumed by D & E Communications, Inc., as fully to
all intents and purposes as the undersigned might or could do in person,
including specifically, but without limiting the generality of the foregoing,
the power and authority to sign the name of the undersigned in the capacity of
director and/or officer of D & E Communications, Inc. to any registration
statement to be filed with the Securities and Exchange Commission in respect of
said Common Stock, to any and all amendments and supplements to any such
registration statements, including post-effective amendments thereto, and to any
instruments or documents filed as part of or in connection with any such
registration statements or amendments or supplements thereof, and to file such
documents with the Securities and Exchange Commission; and to do any and all
acts and things and to execute any and all instruments that said attorneys and
agents and each of them may deem necessary or desirable to enable D & E
Communications, Inc. to comply with the Securities Exchange Act of 1934, as
amended, and any requirements of the Securities and Exchange Commission
thereunder including specifically, but without limiting the generality of the
foregoing, power and authority to sign the name of the undersigned director
and/or officer in such capacity, to any application, report, instrument,
certificate, form or other document, and any and all supplements and amendments
thereto, to be filed on behalf of said corporation with the Securities and
Exchange Commission; and the undersigned hereby ratifies and confirms all that
said attorneys-in-fact and agents, or any of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents on the date
set forth opposite his or her name below.
Date: May 9, 1996 /s/ G. William Ruhl
-----------------------------------
G. William Ruhl
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer of D & E Communications, Inc. hereby constitutes and appoints Mrs. Anne
B. Sweigart and W. Garth Sprecher and each of them, the undersigned's true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution in each, for the undersigned in his or her name, place and stead,
in any and all capacities (including the undersigned's capacity as a director
and/or officer of D & E Communications, Inc.) granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
execute any and all instruments which said attorneys-in-fact and agents, or any
of them, may deem necessary or advisable or which may be required to enable D &
E Communications, Inc. to comply with the Securities Act of 1933, as amended,
and any rules, regulations or requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under said
Act of up to 300,000 shares of Common Stock and the offering thereof, pursuant
to Denver and Ephrata Telephone and Telegraph Company's Dividend Reinvestment
and Stock Purchase Plan as assumed by D & E Communications, Inc., as fully to
all intents and purposes as the undersigned might or could do in person,
including specifically, but without limiting the generality of the foregoing,
the power and authority to sign the name of the undersigned in the capacity of
director and/or officer of D & E Communications, Inc. to any registration
statement to be filed with the Securities and Exchange Commission in respect of
said Common Stock, to any and all amendments and supplements to any such
registration statements, including post-effective amendments thereto, and to any
instruments or documents filed as part of or in connection with any such
registration statements or amendments or supplements thereof, and to file such
documents with the Securities and Exchange Commission; and to do any and all
acts and things and to execute any and all instruments that said attorneys and
agents and each of them may deem necessary or desirable to enable D & E
Communications, Inc. to comply with the Securities Exchange Act of 1934, as
amended, and any requirements of the Securities and Exchange Commission
thereunder including specifically, but without limiting the generality of the
foregoing, power and authority to sign the name of the undersigned director
and/or officer in such capacity, to any application, report, instrument,
certificate, form or other document, and any and all supplements and amendments
thereto, to be filed on behalf of said corporation with the Securities and
Exchange Commission; and the undersigned hereby ratifies and confirms all that
said attorneys-in-fact and agents, or any of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents on the date
set forth opposite his or her name below.
Date: May 9, 1996 /s/ Steven B. Silverman
-----------------------------------
Steven B. Silverman
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer of D & E Communications, Inc. hereby constitutes and appoints Mrs. Anne
B. Sweigart and W. Garth Sprecher and each of them, the undersigned's true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution in each, for the undersigned in his or her name, place and stead,
in any and all capacities (including the undersigned's capacity as a director
and/or officer of D & E Communications, Inc.) granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
execute any and all instruments which said attorneys-in-fact and agents, or any
of them, may deem necessary or advisable or which may be required to enable D &
E Communications, Inc. to comply with the Securities Act of 1933, as amended,
and any rules, regulations or requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under said
Act of up to 300,000 shares of Common Stock and the offering thereof, pursuant
to Denver and Ephrata Telephone and Telegraph Company's Dividend Reinvestment
and Stock Purchase Plan as assumed by D & E Communications, Inc., as fully to
all intents and purposes as the undersigned might or could do in person,
including specifically, but without limiting the generality of the foregoing,
the power and authority to sign the name of the undersigned in the capacity of
director and/or officer of D & E Communications, Inc. to any registration
statement to be filed with the Securities and Exchange Commission in respect of
said Common Stock, to any and all amendments and supplements to any such
registration statements, including post-effective amendments thereto, and to any
instruments or documents filed as part of or in connection with any such
registration statements or amendments or supplements thereof, and to file such
documents with the Securities and Exchange Commission; and to do any and all
acts and things and to execute any and all instruments that said attorneys and
agents and each of them may deem necessary or desirable to enable D & E
Communications, Inc. to comply with the Securities Exchange Act of 1934, as
amended, and any requirements of the Securities and Exchange Commission
thereunder including specifically, but without limiting the generality of the
foregoing, power and authority to sign the name of the undersigned director
and/or officer in such capacity, to any application, report, instrument,
certificate, form or other document, and any and all supplements and amendments
thereto, to be filed on behalf of said corporation with the Securities and
Exchange Commission; and the undersigned hereby ratifies and confirms all that
said attorneys-in-fact and agents, or any of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents on the date
set forth opposite his or her name below.
Date: June 3, 1996 /s/ W. Garth Sprecher
-----------------------------------
W. Garth Sprecher
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer of D & E Communications, Inc. hereby constitutes and appoints Mrs. Anne
B. Sweigart and W. Garth Sprecher and each of them, the undersigned's true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution in each, for the undersigned in his or her name, place and stead,
in any and all capacities (including the undersigned's capacity as a director
and/or officer of D & E Communications, Inc.) granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
execute any and all instruments which said attorneys-in-fact and agents, or any
of them, may deem necessary or advisable or which may be required to enable D &
E Communications, Inc. to comply with the Securities Act of 1933, as amended,
and any rules, regulations or requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under said
Act of up to 300,000 shares of Common Stock and the offering thereof, pursuant
to Denver and Ephrata Telephone and Telegraph Company's Dividend Reinvestment
and Stock Purchase Plan as assumed by D & E Communications, Inc., as fully to
all intents and purposes as the undersigned might or could do in person,
including specifically, but without limiting the generality of the foregoing,
the power and authority to sign the name of the undersigned in the capacity of
director and/or officer of D & E Communications, Inc. to any registration
statement to be filed with the Securities and Exchange Commission in respect of
said Common Stock, to any and all amendments and supplements to any such
registration statements, including post-effective amendments thereto, and to any
instruments or documents filed as part of or in connection with any such
registration statements or amendments or supplements thereof, and to file such
documents with the Securities and Exchange Commission; and to do any and all
acts and things and to execute any and all instruments that said attorneys and
agents and each of them may deem necessary or desirable to enable D & E
Communications, Inc. to comply with the Securities Exchange Act of 1934, as
amended, and any requirements of the Securities and Exchange Commission
thereunder including specifically, but without limiting the generality of the
foregoing, power and authority to sign the name of the undersigned director
and/or officer in such capacity, to any application, report, instrument,
certificate, form or other document, and any and all supplements and amendments
thereto, to be filed on behalf of said corporation with the Securities and
Exchange Commission; and the undersigned hereby ratifies and confirms all that
said attorneys-in-fact and agents, or any of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents on the date
set forth opposite his or her name below.
Date: June 3, 1996 /s/ Anne B. Sweigart
-----------------------------------
Anne B. Sweigart
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer of D & E Communications, Inc. hereby constitutes and appoints Mrs. Anne
B. Sweigart and W. Garth Sprecher and each of them, the undersigned's true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution in each, for the undersigned in his or her name, place and stead,
in any and all capacities (including the undersigned's capacity as a director
and/or officer of D & E Communications, Inc.) granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
execute any and all instruments which said attorneys-in-fact and agents, or any
of them, may deem necessary or advisable or which may be required to enable D &
E Communications, Inc. to comply with the Securities Act of 1933, as amended,
and any rules, regulations or requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under said
Act of up to 300,000 shares of Common Stock and the offering thereof, pursuant
to Denver and Ephrata Telephone and Telegraph Company's Dividend Reinvestment
and Stock Purchase Plan as assumed by D & E Communications, Inc., as fully to
all intents and purposes as the undersigned might or could do in person,
including specifically, but without limiting the generality of the foregoing,
the power and authority to sign the name of the undersigned in the capacity of
director and/or officer of D & E Communications, Inc. to any registration
statement to be filed with the Securities and Exchange Commission in respect of
said Common Stock, to any and all amendments and supplements to any such
registration statements, including post-effective amendments thereto, and to any
instruments or documents filed as part of or in connection with any such
registration statements or amendments or supplements thereof, and to file such
documents with the Securities and Exchange Commission; and to do any and all
acts and things and to execute any and all instruments that said attorneys and
agents and each of them may deem necessary or desirable to enable D & E
Communications, Inc. to comply with the Securities Exchange Act of 1934, as
amended, and any requirements of the Securities and Exchange Commission
thereunder including specifically, but without limiting the generality of the
foregoing, power and authority to sign the name of the undersigned director
and/or officer in such capacity, to any application, report, instrument,
certificate, form or other document, and any and all supplements and amendments
thereto, to be filed on behalf of said corporation with the Securities and
Exchange Commission; and the undersigned hereby ratifies and confirms all that
said attorneys-in-fact and agents, or any of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents on the date
set forth opposite his or her name below.
Date: May 9, 1996 /s/ Charles E. Thomas
-----------------------------------
Charles E. Thomas
