SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-B
Registration of Securities of Certain Successor Issuers
Filed Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934
D & E COMMUNICATIONS, INC.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in charter)
Pennsylvania 23-2837108
---------------------------------- ------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Brossman Business Complex
124 East Main Street
Ephrata, PA 17522
------------------------------------------ ---------------
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
---------------------- --------------------------------
None Not applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock ($.16 par value)
----------------------------------
(Title of Class)
<PAGE>
Item 1. General Information
(a) D & E Communications, Inc. ("Holding Company") was incorporated
pursuant to the laws of the Commonwealth of Pennsylvania on February 14, 1996.
(b) Holding Company's fiscal year ends on December 31.
Item 2. Transaction of Succession
(a) Denver and Ephrata Telephone and Telegraph Company ("D and E") is the
only predecessor issuer that has securities, its Common Stock, par value $.50
per share, registered pursuant to Section 12(g) of the Securities Exchange Act
of 1934, as amended. Upon the consummation of the "Restructuring" described in
the Prospectus (defined below), D and E intends to terminate such registration.
(b) Incorporated herein by reference is the information contained under the
heading "Proposal No. 2: Holding Company Restructuring" in the combined Proxy
Statement for D and E and Prospectus for the Common Stock, par value $.16 per
share, of Holding Company (the "Holding Company Common Shares"), dated April 26,
1996 (the "Prospectus"), included in Amendment No. 2 to the Registration
Statement on Form S-4 (Registration No. 333-2960) of Holding Company as filed
with the Commission on April 23, 1996 (the "Registration Statement"). Upon the
consummation of the "Restructuring" described therein, D and E will become a
wholly-owned subsidiary of Holding Company.
Item 3. Securities to be Registered
Upon the consummation of the Restructuring: (1) the number of Holding
Company Common Shares authorized will be 30,000,000, (2) the number of Holding
Company Common Shares issued will be approximately 5,728,000, and (3) the number
of Holding Company Common Shares which are issued and held by or for the account
of Holding Company will be zero.
Item 4. Description of Registrant's Securities to be Registered
Incorporated herein by reference is the information contained in the
Prospectus under the headings "Proposal No. 3: Ratification of the Articles of
Incorporation and By-Laws of Holding Company -- Description of Holding Company
Capital Stock" and "Proposal No. 3: Ratification of the Articles of
Incorporation and By-Laws of Holding Company -- Comparison of Rights of Holding
Company Common Shares and D and E Common Shares" and in the Articles of
Incorporation and By-Laws of Holding Company which are attached to the
Prospectus as Exhibits B and C, respectively.
Item 5. Financial Statements and Exhibits
(a) Financial Statements.
No financial statements are being filed with this Registration Statement
because the capital structure and balance sheet of Holding Company immediately
after the succession will be substantially the same as those of its predecessor,
D and E.
(b) Exhibits.
The following is a complete list of exhibits filed as part of this
Registration Statement, which are incorporated herein by reference.
<TABLE>
<CAPTION>
Exhibit
Number Description Method of Filing
- ------ ----------- ----------------
<S> <C> <C>
2.1 Agreement and Plan of Exchange between Denver and Included as Exhibit A to Amendment No. 2 to the
Ephrata Telephone and Telegraph Company (a Registration Statement on Form S-4, filed with the
Pennsylvania corporation) and D & E Communications, Commission on April 23, 1996, File No. 333-2960.
Inc. (a Pennsylvania corporation) (see Exhibit 99.1 hereof).
3.1 Articles of Incorporation of Included as Exhibit B to Amendment No. 2 to the
D & E Communications, Inc. Registration Statement on Form S-4, filed with the
Commission on April 23, 1996, File No. 333-2960.
(see Exhibit 99.1 hereof).
3.2 By-Laws of D & E Communications, Inc. Included as Exhibit C to Amendment No. 2 to the
Registration Statement on Form S-4, filed with the
Commission on April 23, 1996, File No. 333-2960.
(see Exhibit 99.1 hereof).
4.1 Articles of Incorporation of D & E Communications, See Exhibit 3.1 hereof.
Inc.
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, filed with the Commission on April 30, 1993,
Telegraph Company, dated as of November 15, 1991, File No.0-21666.
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 10-K,
Company, Allstate Life Insurance Company of New filed with the Commission on March 31, 1994,
York, and Denver and Ephrata Telephone and Telegraph File No. 0-21666.
Company, dated as of January 14, 1994,
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 10-K,
Telegraph Company, dated as of January 14, 1994, filed with the Commission on March 31, 1994,
Re:$10,000,000 6.49% Senior Notes due File No. 0-21666.
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, filed with the Commission on November 1, 1994,
York, and Denver and Ephrata Telephone and Telegraph File No. 33-85896.
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, filed with the Commission on November 1, 1994,
Telegraph Company, dated as of September 27, 1994, File No. 33-85896.
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 10-K,
Company and Denver and Ephrata Telephone and filed with the Commission on April 1, 1996,
Telegraph Company, dated as of September 1, 1995, File No. 0-21666.
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 10-K,
Company, Allstate Life Insurance Company of New filed with the Commission on April 1, 1996,
York, and Denver and Ephrata Telephone and File No. 0-21666.
Telegraph Company, dated as of
September 1, 1995, Re: $10,000,000
9.18% Senior Notes due November 15, 2021
9.1 Form of Voting Trust Agreement, Among Shareholders Incorporated herein by reference from
of Denver and Ephrata Telephone and Telegraph D and E's 1995 Annual Report on Form 10-K,
Company and Kay William Shober, Anne Brossman filed with the Commission on April 1, 1996,
Sweigart, W. Garth Sprecher, Ronald E. Frisbie and File No. 0-21666.
John Amos as Voting Trustees, dated as of November
19, 1992
9.2 Form of Amendment to the Voting Trust Agreement Incorporated herein by reference from
dated November 19, 1992 D and E's 1995 Annual Report on Form 10-K,
filed with the Commission on April 1, 1996,
File No. 0-21666.
10.1 Executive Incentive Plan Incorporated herein by reference from
D and E's Registration Statement on Form
10, filed with the Commission on
April 30,1993, File No. 0-21666.
10.2 AT&T Communications Standard Agreement for the Incorporated herein by reference from
Provision of Telecommunications Services and D and E's Registration Statement on Form
Facilities between AT&T Communications of 10, filed with the Commission on
Pennsylvania, Inc. and Denver and Ephrata Telephone April 30,1993, File No. 0-21666.
and Telegraph Company;
Article 1 General Provisions,
effective May 25, 1984;
Article 8-2 Billing and Collection
Services effective April 1, 1992
10.3 Telecommunications Services and Facilities Incorporated herein by reference from
Agreement between the Bell Telephone Company of D and E's Registration Statement on Form
Pennsylvania and Denver and Ephrata Telephone and 10, filed with the Commission on
Telegraph Company, effective January 1, 1986; and April 30,1993, File No. 0-21666.
Amendment to Telecommunications Services and
Facilities Agreement and the IntraLATA Compensation
Agreement, dated May 7, 1992;
Appendix 1 IntraLATA
Telecommunications Services,
effective January 1, 1986;
Appendix 2 Ancillary Services,
effective January 1, 1986;
Appendix 5 Jointly Provided
Feature Group A Compensation
effective July 24, 1986; and
Appendix 7 Extended Area
Service, effective October 1, 1988.
10.4 IntraLATA Compensation Agreement between the Incorporated herein by reference from
Pennsylvania Non-Bell Telephone Companies and D and E's Registration Statement on Form
Denver and Ephrata Telephone and Telegraph Company, 10, filed with the Commission on
effective January 1, 1986; and Amendment to April 30, 1993, File No. 0-21666.
Telecommunications Services and Facilities
Agreement and the IntraLATA Compensation Agreement,
dated May 7, 1992
10.5 Agreement between Donnelley Directory, division of Incorporated herein by reference from
The Reuben H. Donnelley Corporation and Denver and D and E's Registration Statement on Form
Ephrata Telephone and Telegraph Company, effective 10, filed with the Commission on
April 19, 1991 April 30, 1993, File No. 0-21666.+
10.6 Agreement for the distribution of Interstate Access Incorporated herein by reference from
Revenues between the National Exchange Carrier D and E's Registration Statement on Form
Association, Inc. and Denver and Ephrata Telephone 10, filed with the Commission on
and Telegraph Company, effective May 25, 1984 April 30, 1993, File No. 0-21666.
10.7 Agreement for the Provision of Enhanced 9-1-1 Incorporated herein by reference from
Services between the County of Lancaster and Denver D and E's Quarterly Report on Form 10-Q for
and Ephrata Telephone and Telegraph Company, the period ended June 30, 1994,
effective upon approval of the Pennsylvania Public filed with the Commission on August 12, 1994,
Utility Commission which occurred May 18, 1994 File No. 0-21666.
Attachment #1 Request for
Proposal as amended;
Attachment #2 Best and Final
Offer, April 28, 1994;
Attachment #3 Clarifications to RFP;
Attachment #4 Lancaster County
Resolution #74, September 22, 1993;
Attachment #5 Lancaster County
Resolution #32, May 5, 1994;
Attachment #6 Addenda, Errata,
Bulletins to Contract Documents;
Attachment #7 Facility Lease; and
Attachment #8 Tariffed Local
Exchange Carrier Services.
10.8 Amendment 1 to Exhibit A of Appendix 1 of the Incorporated herein by reference from
Telecommunications Services and Facilities D and E's Quarterly Report on Form 10-Q for
Agreement signed June 23, 1994 the period ended September 30,
1994, filed with the Commission on
November 14, 1994, File No. 0-21666.
10.9 Modification to the Agreement for the Provision of Incorporated herein by reference from
Enhanced 9-1-1 Services between the County of D and E's 1994 Annual Report on Form 10-K,
Lancaster and Denver and Ephrata Telephone and filed with the Commission on
Telegraph Company, February 23, 1995 March 30, 1995, File No. 0-21666.
10.10 Affiliated Interest Agreement between Denver Incorporated herein by reference from
Ephrata Telephone and Telegraph Company and D & E D and E's 1995 Annual Report on Form 10-K,
Marketing Corp. filed with the Commission on April 1, 1996,
File No. 0-21666.
10.11 Affiliated Interest Agreement between Denver and Incorporated herein by reference from
Ephrata Telephone and Telegraph Company and Red D and E's 1995 Annual Report on Form 10-K,
Rose Systems, Inc. filed with the Commission on April 1, 1996,
File No. 0-21666.
10.12 Joint Venture Agreement for Lancaster Area Cellular Incorporated herein by reference from
Enterprises (LACE) D and E's 1995 Annual Report on Form 10-K/A,
filed with the Commission on April 23, 1996,
File No. 0-21666.+
10.13 Sales Agreement Between Denver and Ephrata Incorporated herein by reference from
Telephone and Telegraph Company and Northern D and E's 1995 Annual Report on Form
Telecom, Inc. 10-K/A, filed with the Commission on
April 23, 1996, File No. 0-21666.+
10.14 Project Completion Agreement among Monor Incorporated herein by reference from
Communications Group Inc., Denver and Ephrata D and E's 1995 Annual Report on Form
Telephone and Telegraph Company, Consolidated 10-K/A, filed with the Commission on
Companies, Inc., United International Holdings, April 23, 1996, File No. 0-21666.+
Inc., Huntel Systems, Inc., and Overseas Private
Investment Corporation
10.15 Stock Pledge Agreement among D & E Marketing Corp., Incorporated herein by reference from
Huntel Systems, Inc., Consolidated Companies, Inc., D and E's 1995 Annual Report on Form
UIH Hungary, Inc., and Overseas Private Investment 10-K/A, filed with the Commission on
Corporation April 23, 1996, File No. 0-21666.
10.16 First Amendment to Stock Pledge Agreement among D & Incorporated herein by reference from
E Marketing Corp., Huntel Systems, Inc., D and E's 1995 Annual Report on Form
Consolidated Companies, Inc., UIH Hungary, Inc., 10-K/A, filed with the Commission on
and Overseas Private Investment Corporation April 23, 1996, File No. 0-21666.
10.17 Subordination Agreement Among Monor Telefon Incorporated herein by reference from
Tarsasag, Rt., Monor Communications Group Inc., MCG D and E's 1995 Annual Report on Form
Management Inc., Denver and Ephrata Telephone and 10-K/A, filed with the Commission on
Telegraph Company, D & E Marketing Corp., April 23, 1996, File No. 0-21666.
Consolidated Companies, Inc., United International
Holdings, Inc., UIH Hungary, Inc., Huntel Systems,
Inc., and Overseas Private Investment Corporation
10.18 First Amendment to Subordination Agreement among Incorporated herein by reference from
Monor Telefon Tarsasag, Rt., Monor Communications D and E's 1995 Annual Report on Form
Group Inc., MCG Management Inc., Denver and Ephrata 10-K/A, filed with the Commission on
Telephone and Telegraph Company, D & E Marketing April 23, 1996, File No. 0-21666.
Corp., Consolidated Companies, Inc., United
International Holdings, Inc., Hungary, Inc.,
Huntel Systems, Inc., and Overseas Private
Investment Corporation
10.19 Joint Venture Agreement for Lancaster Area Cellular Incorporated herein by reference Amendment No. 2
Enterprises, dated October 12, 1984 to the Registration Statement on Form S-4, filed with
the Commission on April 23, 1996, File No. 333-2960.+
10.20 Network Product Purchase Agreement between Northern Incorporated herein by reference from D&E's Quarterly Report
Telecom, Inc. and Denver and Ephrata Telephone and on Form 10-Q, for the period ended March 31, 1996, filed
Telegraph Company dated May 3, 1996 with the Commission on May 10, 1996, File No. 0-21666.+
21.1 Subsidiaries of the Registrant Filed herewith.
99.1 Proxy Statement for Denver and Ephrata Telephone Incorporated herein by reference from Amendment
and Telegraph Company and Prospectus for D & E No. 2 to the Registration Statement on Form S-4,
Communications, Inc., Common Stock. filed with the Commission on April 23, 1996,
File No. 333-2960.
- ----------
+ Confidential treatment requested with respect to portions thereof.
</TABLE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
D & E COMMUNICATIONS, INC.
(Registrant)
Date: May 13, 1996 By: /s/ W. Garth Sprecher
-----------------------------
W. Garth Sprecher
Vice President and Secretary
Exhibit 21.1
Subsidiaries of the Registrant
Upon the consummation of the Restructuring, the subsidiaries of Holding
Company will be as follows:
1. Denver and Ephrata Telephone and Telegraph Company
2. Red Rose Systems, Inc.
3. D & E Marketing Corp.
