SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange
Act of 1934
Date of Report (Date of earliest event reported):
June 7, 1996
D & E Communications, Inc.
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(Exact name of registrant as specified in its charter)
PENNSYLVANIA 000-20709 23-2837108
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
Brossman Business Complex
124 East Main Street
Ephrata, Pennsylvania 17522
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (717) 733-4101
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Item 5. Other Events
Effective June 7, 1996, D & E Communications, Inc., a newly-created
Pennsylvania corporation which had been a wholly-owned subsidiary of Denver and
Ephrata Telephone and Telegraph Company ("Telco"), became the parent holding
company of Telco as more fully described in the press release filed herewith as
Exhibit 99.1.
Item 7. Financial Statements and Exhibits
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
Exhibit Number Description Method of Filing
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99.1 Press Release of Filed herewith.
D & E Communications, Inc.
dated June 10, 1996.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
D & E COMMUNICATIONS, INC.
(Registrant)
Date: June 11, 1996 By: /s/ W. Garth Sprecher
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W. Garth Sprecher
Vice President and Secretary
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INDEX OF EXHIBITS
Exhibit Number Description Method of Filing
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99.1 Press Release of Filed herewith.
D & E Communications, Inc.
dated June 10, 1996.
FOR IMMEDIATE RELEASE Contact Person: W. Garth Sprecher
(717) 738-8304
D & E Communications, Inc. and
Denver and Ephrata Telephone and Telegraph Company
Announce the Effectivenes of a
New Holding Company Structure
EPHRATA, PA, June 10, 1996 -- Effective as of June 7, 1996, D & E
Communications, Inc. ("D & E"), a newly-created Pennsylvania corporation which
had been a wholly-owned subsidiary of Denver and Ephrata Telephone and Telegraph
Company ("Telco"), became the new parent company of Telco, pursuant to a share
exchange whereby each holder of shares of the common stock, par value $.50 per
share, of Telco (the "Telco Common Stock") automatically became the holder of
three shares of the common stock, par value $.16 per share, of D & E (the
"D & E Common Stock"). Also effective as of June 7, 1996, Telco issued a
dividend to D & E of the capital stock of Telco's subsidiaries, Red Rose
Communications, Inc.(formerly known as Red Rose Systems, Inc.) ("Red Rose") and
D & E Marketing Corp. ("Marketing"), such that Red Rose and Marketing became
direct, wholly-owned subsidiaries of D & E.
Effectiveness of the share exchange and the dividend of subsidiaries'
capital stock are the final steps in the holding company restructuring announced
by Telco on February 28, 1996. This restructuring was approved by the
Pennsylvania Public Utilities Commission on April 26, 1996 and the shareholders
of Telco on May 9, 1996, at Telco's 1996 Annual Meeting.
The general purpose of the holding company structure is to establish a more
appropriate corporate structure for the conduct of unregulated business
activities. D & E believes that this restructuring will better enable it to
establish a broader base of income generation which will enhance the overall
financial strength of the enterprise. Shareholders of D & E should retain their
existing certificates representing Telco Common Stock as such certificates
automatically represent an equal number of shares of D & E Common Stock. As soon
as practicable, D & E will send to its shareholders additional stock
certificates representing the additional shares of D & E Common Stock issued in
the share exchange.
D & E, through its subsidiaries, Telco, Red Rose and Marketing, furnishes
telephone service through 48,837 access lines to an estimated population of
100,000 in an area of approximately 227 square miles in parts of Berks,
Lancaster and Lebanon Counties in the Commonwealth of Pennsylvania; provides
feature-rich advanced local telephone service using a modern digital-fiber optic
telecommunications network; furnishes nationwide and international
communications services through interconnection with the facilities of other
companies; and furnishes video conferencing and paging services.
