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): March 21, 1997
D & E COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 000-20709 23-2837108
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
Brossman Business Complex, 124 East Main Street, Ephrata, PA 17522
(Address of principal executive offices) (ZIP Code)
Registrant's telephone number, including area code: 717-733-4101
<PAGE>
Item 2. Acquisition or Disposition of Assets
On March 21, 1997, D & E Communications, Inc., the Registrant ("D & E"),
acquired all of the assets and liabilities of PCS One, Inc., a New Jersey
corporation ("PCS One"), by means of the merger of PCS One with and into D & E
(the "Merger"). In the Merger, the outstanding shares of PCS One capital stock
were converted into an aggregate of 340,630 shares of the Common Stock, $0.16
per share par value, of D & E (the "Shares"). D & E also paid the expenses
incurred by PCS One in connection with the Merger in the amount of $165,514. The
consideration paid in the Merger was determined by arm's length negotiation.
D & E paid the cash consideration from cash on hand.
D & E previously filed a registration statement with respect to the
offering of the Shares issued in the transaction ("Registration Statement"). The
Registration Statement became effective on January 21, 1997.
The assets of PCS One acquired by D & E in the Merger consisted primarily
of the Federal Communication Commission C-Block broadband personal communication
services license for the Lancaster, Pennsylvania Basic Trading Area (the
"License"). D & E intends to design, build, operate, and market PCS One services
in the Lancaster Basic Trading Area under the License.
Before the effective time of the Merger, Donald R. Kaufmann, the Chief
Executive Officer of Red Rose Communications, Inc. (a wholly-owned subsidiary of
D & E) and Vice President of D & E, was also a director of PCS One and the
holder of shares of PCS One Series A Convertible Preferred Stock, par value
$0.01 per share.
Before the effective time of the Merger, The D and E Group, a former
affiliate of D & E, was the holder of shares of PCS One Series A Convertible
Preferred Stock.
The Registrant's Press Release, dated March 31, 1997 and filed herewith as
an exhibit, is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) The balance sheets of PCS One as of December 31, 1996 and 1995, and
related statements of operations and accumulated deficit,
stockholders' equity, and cash flows for the years then ended; notes
to the financial statements; and the reports of independent public
accountants thereon are not included in this report on Form 8-K.
Such financial statements and accountants' reports will be filed in
an amendment to this Form 8-K not later than 60 days after April 5,
1997.
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(b) Pro forma financial information.
The required pro forma financial information is not included
in this report on Form 8-K. The required pro forma financial
information will be filed in an amendment to this Form 8-K not
later than 60 days after April 5, 1997.
<TABLE>
<S> <C> <C>
(c) Exhibits.
Exhibit No. Reference
----------- ---------
2.01 Agreement and Plan of Merger, by and Incorporated herein by reference
between PCS One, Inc. and D & E from Exhibit 2.1 of D & E's
Communications, Inc., dated as of Registration Statement on
December 12, 1996 Form S-4 (Registration
No. 333-18659), effective
on January 21, 1997.
2.02 Amendment No. 1 To Agreement and Plan Incorporated herein by
of Merger, by and between PCS One, Inc. reference from Exhibit 2.1
and D & E Communications, Inc., dated of D & E's Registration
as of December 18, 1996 Statement on Form S-4
(Registration Form S-4
effective on January 21, 1997.
99.01 D & E Shareholder Agreement, dated as Filed herewith.
of March 21, 1997, by and between D & E
and various shareholders of D & E
99.02 Press Release, dated March 31, 1997 Filed herewith.
</TABLE>
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, 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: April 7, 1997 By: /s/ Thomas E. Morell
-------------------------------------
Mr. Thomas E. Morell, Vice President,
Chief Financial Officer and Treasurer
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- --------------------------------------------------------------------------------
EXHIBITS
filed with
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
April 7, 1997
- --------------------------------------------------------------------------------
D & E Communications, Inc.
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Reference
----------- ---------
<S> <C> <C>
2.01 Agreement and Plan of Merger, by and Incorporated herein by reference
between PCS One, Inc. and D & E from Exhibit 2.1 of D & E's
Communications, Inc., dated as of Registration Statement on
December 12, 1996 Form S-4 (Registration
No. 333-18659), effective
on January 21, 1997.
2.02 Amendment No. 1 To Agreement and Plan Incorporated herein by
of Merger, by and between PCS One, Inc. reference from Exhibit 2.1
and D & E Communications, Inc., dated of D & E's Registration
as of December 18, 1996 Statement on Form S-4
(Registration No. 333-18659),
effective on January 21, 1997.
99.01 D & E Shareholder Agreement, dated as Filed herewith.
of March 21, 1997, by and between D & E
and various shareholders of D & E
99.02 Press Release, dated March 31, 1997 Filed herewith.
</TABLE>
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EXHIBIT 99.01
<PAGE>
D & E SHAREHOLDER AGREEMENT
THIS D & E SHAREHOLDER AGREEMENT (this "Agreement"), dated as of March 21,
1997, by and among D & E COMMUNICATIONS, INC., a Pennsylvania corporation (the
"D & E"), and each of the several shareholders signatory hereto (each a
"Shareholder" and collectively the "Shareholders");
W I T N E S S E T H:
WHEREAS, D & E has entered into that certain Agreement and Plan of Merger,
dated as of December 12, 1996 (the "Merger Agreement"), with PCS One, Inc., a
New Jersey corporation (the "Company"), pursuant to which the Company will merge
with and into D & E, with D & E as the surviving corporation (the "Merger");
WHEREAS, the Shareholders owned all of the issued and outstanding capital
stock of the Company immediately prior to the Effective Time (as defined in the
Merger Agreement);
WHEREAS, pursuant to the Merger Agreement, all shares of Company Common
Stock (as defined in the Merger Agreement) issued and outstanding immediately
prior to the Effective Time shall be converted into shares of D & E Common Stock
(as defined in the Merger Agreement); and
WHEREAS, the execution and delivery of this Agreement is a condition
precedent to the obligations of D & E to close and consummate the Merger;
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements set forth in this Agreement and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound hereby, the parties hereto agree as follows:
1. DEFINITIONS
Unless otherwise defined herein, all capitalized terms used in this
Agreement shall have the meanings ascribed thereto in the Merger Agreement.
"Affiliate" shall mean, with respect to any person, any director or officer
of such person, or any person who controls, is controlled by, or is under common
control with, such person.
"Associate" shall mean, with respect to any person, (a) any corporation or
organization of which such person is a director, an officer or partner or is,
directly or indirectly, the beneficial owner of twenty percent (20%) or more of
any class of equity securities, (b) any trust as to which such person serves as
trustee or in a similar fiduciary capacity or any grantor trust as to which such
person is sole beneficiary, and (c) any relative (as used herein, the relatives
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of any person shall include only such person's parents, children or siblings) or
spouse of such person, or any relative of such spouse or, if such person is a
corporation or partnership, any director, officer or partner of such corporation
or partnership or any relative or spouse of the directors, officers or partners
of such corporation or partnership or its Affiliates (with respect to any
Associate of any person such person shall be obligated only to use its best
efforts to cause such Associate to observe the provisions of this Agreement as
if the Associate were a party hereto and bound hereby).
"Business Combination" shall mean any fundamental change described in
Chapter 19 of the Pennsylvania Business Corporation Law of 1988.
"D & E Shares" shall mean the D & E Common Stock issued in connection with
the Merger and any shares of capital stock of D & E issued upon said D & E
Common Stock by way of dividend or other distribution, or in exchange therefor,
or by the exercise of any rights to subscribe incident thereto.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.
"Holder" shall mean any Shareholder and such Shareholder's successors,
assigns, heirs, personal representatives, transferees and any subsequent holder
of the D & E Shares; provided, however, that "Holder" shall not include (i)
persons to whom sales of D & E Shares, are made in unsolicited "brokers
transactions" within the meaning of Section 4(4) of the Securities Act otherwise
than into a tender offer under Section 14(d) of the Exchange Act or (ii) persons
who acquire such shares pursuant to Section 4(a)(iii) hereof.
"Securities Act" shall mean the Securities Act of 1933, as amended.
"Voting Securities" shall mean any securities of D & E or any successor to
D & E entitled, or which may be entitled, to vote (whether or not entitled to
vote generally in the election of directors), or securities convertible into or
exercisable or exchangeable for such securities, whether or not subject to
passage of time or contingencies.
2. SHAREHOLDER REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS
2.1 Shareholders' Representations and Warranties. Each of the Shareholders
represents, warrants and acknowledges that:
(a) Such Shareholder owns and holds beneficially and of record, the entire
right, title and interest in and to the number of the Company Shares set forth
on Schedule 2.1 attached hereto opposite such Shareholder's name, free and clear
of any claim, suit, proceeding, call, commitment, voting trust, proxy,
restriction, limitation, security interest, pledge or lien or encumbrance of any
kind or nature whatsoever, and has full power and authority to vote said Company
Shares and to approve the transactions contemplated by this Agreement and the
Merger Agreement. Such Shareholder has full power and authority to vote,
transfer and dispose of the Company Shares owned and held by such Shareholder,
free and clear of any claim, suit, proceeding, call, voting trust, proxy,
restrictions, security interest, lien or other encumbrance of
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any kind or nature whatsoever. Except as disclosed on Schedule 2.1 hereto, there
are no existing shareholder agreements, voting agreements or voting trusts
respecting any shares of the capital stock of Company.
(b) Such Shareholder has full power and authority to execute and deliver
this Agreement, and the other agreements and instruments to be executed and
delivered in connection herewith, and has full power and authority to perform
such Shareholder's obligations hereunder and thereunder and to consummate the
transactions contemplated hereby and thereby. This Agreement, and the other
agreements and instruments to be executed and delivered in connection herewith,
have been duly authorized (if appropriate), executed and delivered by such
Shareholder. This Agreement, and the other agreements and instruments to be
executed and delivered in connection herewith, constitute the valid and binding
obligation of such Shareholder enforceable against such Shareholder in
accordance with its terms.
(c) No person is acting or has acted for it as a broker or finder in
connection with the transactions provided for by the Merger Agreement or this
Agreement.
2.2 Disclosure. Each Shareholder acknowledges its receipt of
Prospectus/Proxy Statement dated January 21, 1997, relating to the Merger. No
statement contained in the Prospectus/Proxy Statement contained, contains or
will contain at the Closing any untrue statements of a material fact nor
omitted, omits or will omit at Closing to state a material fact necessary in
order to make the statements therein not misleading in light of the
circumstances in which they were made.
2.3 Release. Each Shareholder agrees not to sue and fully releases and
discharges the Company, D & E and D & E's subsidiaries, affiliates, directors,
officers and shareholders with respect to and from any and all claims, wages,
demands, rights, liens, agreements, contracts, covenants, actions, suits, causes
of action, obligations, debts, costs, expenses, attorneys' fees, damages,
judgments, orders and liabilities of whatever kind or nature in law, equity or
otherwise whether now known or unknown, suspected or unsuspected, and whether or
not concealed or hidden, which such Shareholder now owns or holds or has at any
time heretofore owned or held as against the Company, D & E and D & E's
subsidiaries, affiliates, directors, officers and shareholders. Each Shareholder
further agrees that in executing this Agreement the same shall be effective as a
bar to each and every claim, demand and cause of action hereinabove specified;
and expressly consents that this release shall be given full force and effect
according to each and all of its express terms and provisions, including as well
those related to unknown and unsuspected claims, demands and causes of action
hereinabove specified.
2.4 Intellectual Property. To each Shareholder's actual knowledge, upon the
Merger D & E shall be the exclusive owner of all Intellectual Property, all
goodwill associated therewith or symbolized thereby, and such Shareholder does
not now have nor at any time previously had any right, title or interest
therein, and acknowledges and agrees that any use thereof by such Shareholder
not otherwise expressly authorized is an infringement of D & E's rights with
respect thereto.
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3. STANDSTILL AGREEMENT
(a) No Holder shall, during the period commencing on the date hereof and
ending on March 21, 2002 (the "Standstill Termination Date"), nor shall any of
such Holder's Affiliates or Associates, regardless of whether such person or
entity is an Affiliate or Associate on the date hereof, directly or indirectly,
alone or in concert with others:
(i) in any manner acquire, agree to acquire or make any offer or
proposal to acquire, directly or indirectly, whether by purchase, tender or
exchange offer, through the acquisition of control of another person, by joining
a partnership, limited partnership, syndicate or other "group" (within the
meaning of Section 13(d)(3) under the Exchange Act or otherwise, "beneficial
ownership" (within the meaning of Rule 13d-3 under the Exchange Act) of any
Voting Securities, or a material portion of the assets of D & E or any of its
subsidiaries; provided, however, that a Holder may acquire Voting Securities of
D & E (A) with the consent of D & E in a public offering of such securities by D
& E, (B) other than by tender or exchange offer, for investment purposes only
and not for the purpose of exercising control of D & E or influencing the
management of D & E, or (C) pursuant to Section 4(a)(iv) hereof, and in each
such case, the Holder shall be bound by the terms of this Agreement with respect
to such additional Voting Securities.
(ii) propose to enter into, directly or indirectly, any Business
Combination involving D & E or any of its subsidiaries or to purchase, directly
or indirectly, a material portion of the assets of D & E or any of its
subsidiaries, or otherwise;
(iii) seek directly or indirectly to control or influence D & E or the
management, policies or Board of Directors of D & E, either alone or in
connection with others;
(iv) form, join or in any way participate in a "group" (within the
meaning of Section 13(d)(3) of the Exchange Act) with respect to any Voting
Securities of D & E;
(v) seek election to, seek to place a representative on, or nominate
any person for election to, the D & E's Board of Directors, or make or in any
way participate, directly or indirectly, or engage in any "solicitation" of
proxies or consents (whether or not relating to the election or removal of
directors) within the meaning of Rule 14a-1 under the Exchange Act with respect
to Voting Securities;
(vi) call or seek to have called any meeting of the shareholders
of D & E;
(vii) initiate, propose or otherwise solicit the D & E's shareholders,
or induce any other person to initiate, propose or otherwise solicit D & E's
shareholders, for the approval of one or more shareholder proposals as described
in Rule 14a-8 under the Exchange Act or any other proposal otherwise submitted
by any shareholder of D & E;
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(viii) permit any other person to become a member of a "group" (within
the meaning of Section 13(d)(3) of the Exchange Act) with any Holder with
respect to any Voting Securities of D & E;
(ix) disclose any intention, plan or arrangement inconsistent with the
foregoing; or
(x) advise, assist or encourage or finance any other persons in
connection with any of the foregoing.
(b) During the period commencing on the date hereof and ending on the
Standstill Termination Date, no Holder will, nor will such Holder permit his,
her or its Affiliates and Associates to, (i) publicly or privately oppose the
slate of nominees proposed by the Board of Directors of D & E, or take a
position inconsistent with the position of the Board of Directors of D & E with
respect to any shareholder proposal as described in Rule 14a-8 under the
Exchange Act or any other proposal otherwise submitted to the shareholders of
the Holder, or (ii) otherwise seek to advise, encourage or influence any person
with respect to the voting of Voting Securities.
(c) At all times during the period commencing on the date hereof and ending
on the Standstill Termination Date, no Holder shall, nor shall any Holder permit
its Affiliates or Associates, regardless of whether such person is an Affiliate
or Associate on the date hereof, to, directly or indirectly, aid, encourage,
render advice to or act in concert with any person, firm, corporation, group or
entity to take any of the actions prohibited by this Article 3.
(d) Each Holder also agrees not to, and will cause his, her or its
Affiliates and Associates not to, (i) disclose an intent, purpose, plan or
proposal or make any statement with respect to D & E inconsistent with the
provisions of this Agreement, (ii) request D & E or the D & E's representatives,
directly or indirectly, to amend or waive any provision of this Article 3
(including this sentence) if such request would require public disclosure by
D & E, or (iii) take any action which would require D & E to make a public
announcement regarding the possibility of a Business Combination.
(e) In the event an unsolicited tender offer by a third party for at least
a majority of the outstanding Voting Securities of D & E, the provisions of
subsections a(i), a(ii) and (d) of this Article 3 shall not apply to any
Shareholder so long as the third party tender offer remains open and for a
period of 20 days after it is withdrawn or termination.
4. SHARE TRANSFER RESTRICTIONS
(a) Except as provided herein, no Holder shall sell, transfer, exchange or
otherwise dispose of (a "Transfer") in whole or part any interest in his, her or
its D & E Shares.
(i) A Holder may transfer his, her or its D & E Shares pursuant to a
transfer required by operation of law or pursuant to a will but only if the
transferee agrees in writing to be bound by the terms of this Agreement.
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(ii) A Holder may sell his, her or its D & E Shares in unsolicited
"brokers transactions" within the meaning of Section 4(4) of the Securities Act,
other than into a tender offer under Section 14(d) of the Exchange Act;
provided, however, that the Holder shall not sell his, her or its D & E Shares
pursuant to this subsection (a)(ii) during the 180-day period following the date
hereof; and provided, further, that after said 180-day period, no Holder may
sell or otherwise dispose of an aggregate number of shares of D & E Shares in
excess of fifty percent (50%) of the D & E Shares held by such Shareholder
distributed equally over each of the immediately succeeding six quarters of
D & E; and provided, further, that the volume restrictions contained in the
provisos to this subsection (a)(ii) shall lapse and be of no further force or
effect upon the earlier of (x) 180 days after the closing of an underwritten
public offering of D & E Shares, or (y) two years after the Closing Date (as
defined in the Merger Agreement).
(iii) A Holder may transfer or otherwise dispose of his, her or its
D & E Shares in a private sale transaction of such shares and not in the public
markets as long as any recipient thereof agrees in writing to be bound by the
terms of this Agreement.
(iv) A Shareholder may sell shares of D & E Shares to any other
Shareholder, provided, that, (A) the selling Shareholder shall give notice of
such sale and the terms thereof to D & E within five (5) days after the sale,
and (B) the buying Shareholder shall be bound by the terms of this Agreement
with respect to such shares.
(b) The certificates for shares of D & E Shares now or hereafter issued by
D & E during the term of this Agreement to any Holder shall be marked with the
following legend:
THIS CERTIFICATE OF STOCK AND THE SHARES REPRESENTED THEREBY MAY NOT BE
TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THAT CERTAIN
SHAREHOLDER AGREEMENT DATED AS OF MARCH 21, 1997 AND ALL AMENDMENTS
THERETO, A COPY OF WHICH AGREEMENT AND ANY AMENDMENT THERETO IS ON FILE AT
THE PRINCIPAL OFFICE OF THE COMPANY.
A certificate shall not bear such legend only if the securities were sold
in compliance with the provisions of Section 4(a)(ii) hereof.
5. MISCELLANEOUS
5.1 Notices. Any notice, request, demand or other communication given by
any party under this Agreement (each a "notice") shall be in writing, may be
given by a party or its legal counsel, may and shall be deemed to be duly given
(a) when personally delivered, or (b) upon delivery by United States Express
Mail or similar overnight courier service which provides evidence of delivery;
or (c) when five (5) days have elapsed after its transmittal by registered or
certified mail, postage prepaid, return receipt requested, addressed to the
party to whom directed or that party's address as it appears below or on the
signature pages hereto in the case of notices to any Shareholder or another
address of which that party has given notice, or (d) when transmitted by telex
(or equivalent service), the sender having received the answer back of the
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addressee, or (e) when delivered by facsimile transmission if a copy thereto is
also delivered in person or by overnight courier. Notices of address change
shall be effective only upon receipt notwithstanding the provisions of the
foregoing sentence.
Notice to D & E shall be sufficient if given to:
D & E Communications, Inc.
130 East Main Street
Ephrata, PA 17522
Attention: W. Garth Sprecher
Facsimile No: (717) 733-2364
with copies to: Buchanan Ingersoll Professional Corporation
One Oxford Centre
301 Grant Street - 20th Floor
Pittsburgh, PA 15219
Attention: Vincent C. Deluzio
5.2 Survival of Representations and Warranties. The representations and
warranties contained herein or in any document delivered pursuant hereto shall
survive the consummation of the transactions provided for in this Agreement for
one (1) year after the Closing except those set forth in Section 2.1 hereof
which shall survive indefinitely.
5.3 Expenses. The Shareholders shall pay all fees and expenses incurred by
them and the Company in connection with the transactions provided for hereunder
and under the Merger Agreement, including the fees and expenses of Company's
counsel and accountants, and, except as otherwise provided in this Agreement,
D & E shall pay all expenses incurred by it in connection with the transactions
provided for hereunder, including the fees and expenses of its counsel and
accountants.
5.4 Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the heirs, executors, administrators, successors and assigns
of the parties hereto.
5.5 Governing Law. This Agreement shall be governed by the laws of the
Commonwealth of Pennsylvania without regard to any jurisdiction's provisions of
conflicts of law.
5.6 Counterparts/Use of Facsimiles. This Agreement may be executed in one
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute a single agreement. The reproduction of
signatures by means of a telecopying device shall be treated as though such
reproductions are executed originals and each party hereto covenants and agrees
to provide the other parties with a copy of this Agreement bearing original
signatures within five (5) days followed transmittal by facsimile.
5.7 Entire Agreement. This Agreement (including, for purposes hereof, the
Exhibits and Schedules contemplated hereby) constitutes the entire agreement of
the parties
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hereto respecting its subject matter and supersedes all negotiations,
preliminary agreements and prior or contemporaneous discussions and
understandings of the parties hereto in connection with the subject matter
hereof. This Agreement may be amended, modified, or supplemented only by a
writing signed by all parties by their duly authorized representations. Any
party may waive the benefit of a term or conditions of this Agreement but such
waiver shall be in writing and signed by the party so waiving such benefit and
such waiver will not be deemed to constitute the waiver of another breach of the
same, or any other, term, or condition. The headings in this Agreement are for
reference purposes only and shall not alter the meaning or interpretation of any
provision of this Agreement.
5.8 Invalidity. If any provision of this Agreement is held to be illegal,
invalid or unenforceable under any present or future law (a) such provision will
be fully severable, (b) this Agreement shall be construed and enforced as if
such illegal, invalid or unenforceable provision had never comprised a part
hereof, (c) the remaining provisions of this Agreement will remain in full force
and effect and will not be affected by the illegal, invalid or unenforceable
provision or by its severance herefrom, and (d) in lieu of such illegal, invalid
or unenforceable provision, there shall be added automatically as a part of this
Agreement a legal, valid and enforceable provision as similar in terms to such
illegal, invalid or unenforceable provision as may be possible.
IN WITNESS WHEREOF, the undersigned parties hereto, intending to be legally
bound hereby, have executed or caused this Agreement to be executed as of the
date first above written.
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D & E COMMUNICATIONS, INC. SHAREHOLDER
By: /s/ G. William Ruhl Wilmington Trust Company, Trustee under
- ---------------------------- Agreement dated 2/8/90 with The Memorial
Title: Senior Vice President Hospital of Salem County, Inc. - Rabbi
Trust - J. Michael Galvin, Jr.
By: /s/ H. Scott Berry
Name:
Title: Assistant Vice President
Address for Notices: Wilmington Trust Co.
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-0001
Attention: Reorganization
Facsimile No.: 302-651-1094
SHAREHOLDER:
PSSR Investment Company
By: /s/ Michael M. Rossi
Name:
Title: Managing Partner
Address for Notices: P.O. Box 600
Vineland, NJ 08360
Attention: Mike Rossi
Facsimile No.: 609-691-0417
SHAREHOLDER:
Capital Telecommunications, Inc.
By: /s/ [signature]
Name:
Title:
Address for Notices:
--------------------------------
Attention:
Facsimile No.:
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SHAREHOLDER:
Red Rose Communications, Inc.
By: /s/ Donald R. Kaufmann
Name: Donald R. Kaufmann
Title: CEO
Address for Notices:
-----------------------------
Attention:
Facsimile No.:
SHAREHOLDER:
Michael Azeez, Individually
By: /s/ Michael Azeez
Name:
Title:
Address for Notices:
---------------------------
Attention:
Facsimile No.:
SHAREHOLDER:
Michael Azeez, as Trustee
By: /s/ Michael Azeez
Name:
Title:
Address for Notices:
----------------------------
Attention:
Facsimile No.:
SHAREHOLDER:
Richard Vermeil
By: /s/ Richard Vermeil
Name:
Title:
Address for Notices:
----------------------------
Attention:
Facsimile No.:
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SHAREHOLDER:
Harry J. Wilson
By: /s/ Harry J. Wilson
Name:
Title:
Address for Notices:
----------------------------
Attention: H. J. Wilson
Facsimile No.: 609-645-3316
SHAREHOLDER:
James Yoh
By: /s/ James Yoh
Name:
Title: CEO, PCS One, Inc.
Address for Notices:
2500 English Creek Ave., Bldg. 11
Egg Harbor Township, NJ 08294
Attention: James Yoh
Facsimile No.: 609-645-3316
SHAREHOLDER:
Technology Leaders II Offshore C.V.
By: /s/ Mark J. Denino
Name:
Title: Managing Director of GP
Address for Notices: 800 Safeguard Bldg.
435 Devon Park Drive
Wayne, PA 19087
Attention: Mark J. Denino
Facsimile No.: 610-975-9330
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SHAREHOLDER:
Technology Leaders II L.P.
By: /s/ Mark J. Denino
Name:
Title: Managing Director of GP
Address for Notices: 800 Safeguard Bldg.
435 Devon Park Drive
Wayne, PA 19087
Attention: Mark J. Denino
Facsimile No.: 610-975-9330
SHAREHOLDER:
Michael S. Stern
By: /s/ Michael S. Stern
Name:
Title:
Address for Notices: P.O. Box 371
Vineland, NJ 08360
Attention:
Facsimile No.: 609-696-8964
SHAREHOLDER:
Reed Slatkin
By: /s/ Reed Slatkin
Name:
Title:
Address for Notices:
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Attention:
Facsimile No.:
SHAREHOLDER:
Jerome Sklar
By: /s/ Jerome Sklar
Name:
Title:
Address for Notices: 45 Cross Creek Park
Bham, AL 35213
Attention: Jerry Sklar
Facsimile No.: 205-250-5607
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SHAREHOLDER:
Henry Seward
By: /s/ Henry Seward
Name:
Title:
Address for Notices: 3155 Brentwood Dr.
Doylestown, PA 18901-1641
Attention: H. Seward
Facsimile No.: 215-672-8708
SHAREHOLDER:
John F. Scarpa
By: /s/ John F. Scarpa
Name:
Title:
Address for Notices: 2401 N. Ocean Blvd.
Suite Six South, Boca Raton, FL
Attention:
Facsimile No.:
SHAREHOLDER:
Harron Communications Corp.
By: /s/ John F. Quigley III
Name:
Title: Chief Financial Officer
Address for Notices: 70 E. Lancaster Ave.
P.O. Box 3022, Frazer, PA 19355
Attention: John F. Quigley III
Facsimile No.: (610) 993-1100
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SHAREHOLDER:
Richard C. Harris
By: /s/ Richard C. Harris
Name:
Title:
Address for Notices: 450 Euclid Ave.
Haddonfield, NJ 08033
Attention:
Facsimile No.: 609-554-2109
SHAREHOLDER:
Lawrence Elliot Gordon
By: /s/ Lawrence Elliot Gordon
Name:
Title:
Address for Notices: 9800 S-W 60th
Miami, Florida 33156
Attention:
Facsimile No.: 305-775-9381
SHAREHOLDER:
Robert I. Goldy
By: /s/ Robert I. Goldy
Name:
Title:
Address for Notices: 3 Fetlock La.
Blue Bell, PA 19422
Attention:
Facsimile No.:
SHAREHOLDER:
Nancy E. Goldy
By: /s/ Nancy E. Goldy
Name:
Title:
Address for Notices: 3 Fetlock La.
Blue Bell, PA 19422
Attention:
Facsimile No.:
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<PAGE>
SHAREHOLDER:
Allen H. Goldberg
By: /s/ Allen H. Goldberg
Name:
Title:
Address for Notices: 609 Oakcrest Ave.
Linwood, NJ 08221
Attention:
Facsimile No.: 609-927-8360
SHAREHOLDER:
Felix Fernandez
By: /s/ Felix Fernandez
Name:
Title:
Address for Notices: 5723 NW 158 St.
Miami Lakes, FL 33014
Attention:
Facsimile No.:
SHAREHOLDER:
Edison Venture Fund III L.P.
By: /s/ Richard J. Defieux
Name:
Title:
Address for Notices: 997 Lenox Dr. #3
Lawrenceville, NJ 08648
Attention: Richard J. Defieux
Facsimile No.: 609-896-0066
SHAREHOLDER:
William C. D'Ippolito
By: /s/ William C. D'Ippolito
Name:
Title: Individual Owner
Address for Notices: 1173 E. Landis Ave.
Vineland, NJ 08360-4213
Attention:
Facsimile No.: 609-696-2895
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<PAGE>
SHAREHOLDER:
By: /s/ G. William Ruhl
Name:
Title: Managing Partner
Address for Notices:
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Attention:
Facsimile No.:
SHAREHOLDER:
By: /s/ R.L. Aveyard
Name:
Title: President
Address for Notices: 6801 Black Horse Pk
Egg Harbor Twshp. 08234
Attention: R.L. Aveyard
Facsimile No.: 609-645-4550
SHAREHOLDER:
CMD Investment Partners
By: /s/ Thomas E. Curry
Name:
Title: Managing General Partner
Address for Notices: 522 Sugartown Rd.
Devon, PA 19333
Attention: T.E. Curry
Facsimile No.: 610-337-2404
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<PAGE>
SHAREHOLDER:
BTG Inc.
By: /s/ Peter Bluffa
Name:
Title: Pres.
Address for Notices: 3206 NE 168 St.
North Miami Beach, FL 33160
Attention: Peter Bluffa
Facsimile No.: 305-949-0015
SHAREHOLDER:
Linda Besserman
By: /s/ Linda Besserman
Name:
Title:
Address for Notices: 4580 Via Huerto
Santa Barbara, CA 93110
Attention:
Facsimile No.: 805-967-2442
SHAREHOLDER:
Paul Bellinger
By: /s/ Paul Bellinger
Name:
Title:
Address for Notices: 3651 Birch St.
Mays Landing, NJ 08330
Attention: Paul Bellinger
Facsimile No.:
SHAREHOLDER:
Sidney Azeez
By: /s/ Sidney Azeez
Name:
Title:
Address for Notices:
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Attention:
Facsimile No.:
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<PAGE>
SHAREHOLDER:
Charles Pollack
By: /s/ Charles Pollack
Name:
Title:
Address for Notices: 1008 Annapolis Ln.
Cherry Hill, NJ 08003
Attention:
Facsimile No.: 609-795-5419
SHAREHOLDER:
Margo and Daniel Polett
By: /s/ Margo B. Polett, Daniel H. Polett
Name:
Title:
Address for Notices: Wilkie Chev. Buick
600 North Broad St.
Philadelphia, PA 19130
Attention: Daniel Polett
Facsimile No.: 215-232-4771
SHAREHOLDER:
Carl D. Peterson
By: /s/ Carl D. Peterson
Name:
Title: Pres/GM/CEO
Address for Notices: K.C. Chiefs
One Arrowhead Dr.
K.C. Mo. 64129
Attention: C. Peterson
Facsimile No.: 816-924-0254
-19-
<PAGE>
SHAREHOLDER:
Chao-Chyan Pai
By: /s/ Chao-Chyan Pai
Name:
Title:
Address for Notices: 42 Arapaho Rd.
Brookfield, CT 06804
Attention:
Facsimile No.:
SHAREHOLDER:
Jeffrey H. Nicholas
By: /s/ Jeffrey H. Nicholas
Name:
Title:
Address for Notices: P.O. Box 444
3061 Creamery Rd.
Solebury, PA 18963
Attention:
Facsimile No.: 215-230-7796
SHAREHOLDER:
Brian Kettler
By: /s/ Brian Kettler
Name:
Title: Trustee
Address for Notices: 3617 SW 30 Ave
Ft. Lauderdale FL 33312
Attention:
Facsimile No.: 954-581-4496
SHAREHOLDER:
Lipton Foundation
By: /s/ Al Lipton
Name:
Title: President
Address for Notices: 194-95 Biscayne Blvd
Miami, FL 33160
Attention:
Facsimile No.: 305-935-3440
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<PAGE>
SHAREHOLDER:
Allan and Janice Lipton
By: /s/ Al Lipton
Name:
Title:
Address for Notices:
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Attention:
Facsimile No.:
SHAREHOLDER:
Leroy Levin
By: /s/ Leroy Levin
Name:
Title:
Address for Notices: P.O. Box 693
Turnersville, NJ 08012
Attention:
Facsimile No.: 609-227-8905
SHAREHOLDER:
Gerald Kelfer
By: /s/ Gerald Kelfer
Name:
Title:
Address for Notices:
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Attention:
Facsimile No.:
SHAREHOLDER:
Donald Kaufmann
By: /s/ Donald Kaufmann
Name:
Title:
Address for Notices: 6 Berkshire Dr.
Wayne, PA 19087
Attention:
Facsimile No.:
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<PAGE>
SHAREHOLDER:
Constantine Karmokolias
By: /s/ Constantine Karmokolias
Name:
Title:
Address for Notices: 60 Pheasant Rd.
Doylestown, PA 18901
Attention:
Facsimile No.: 215-672-8708
SHAREHOLDER:
Cynthia Jackson
By: /s/ Cynthia Jackson
Name:
Title:
Address for Notices: 900 Monte Drive
Santa Barbara, CA 93110
Attention:
Facsimile No.:
SHAREHOLDER:
Sam Herzberg
By: /s/ Sam Herzberg
Name:
Title: Director
Address for Notices: 11111 Biscayne Blvd.
Miami, FL 33181
Attention:
Facsimile No.: 305-895-8385
-22-
<PAGE>
SHAREHOLDER:
John Herzberg
By: /s/ John Herzberg
Name:
Title:
Address for Notices:
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Attention:
Facsimile No.:
SHAREHOLDER:
Jack E. Held
By: /s/ Jack E. Held
Name:
Title:
Address for Notices: 2222 Arlington Ave.
Birmingham, Ala. 35205
Attention:
Facsimile No.: 205-930-5301
SHAREHOLDER:
Augustine W. Stine
By: /s/ Augustine W. Stine
Name:
Title:
Address for Notices: 106 Beresford Drive
Egg Harbor Twp., NJ 08234
Attention:
Facsimile No.:
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<PAGE>
EXHIBIT 99.02
<PAGE>
D & E
COMMUNICATIONS
March 31, 1997 Contact: W. Garth Sprecher
(717) 738-8304
FOR IMMEDIATE RELEASE
D & E Communications, Inc. finalizes merger with PCS One, Inc.
Ephrata, PA -- Officials at D & E Communications, Inc. (D&E) announced
today that the company has completed a merger with PCS One, Inc., a wireless
communications firm based in New Jersey.
Under the merger agreement, D&E issued approximately 341,000 shares of
common stock to acquire PCS One. In addition, all of PCS One's outstanding
shares of common stock will be exchanged for D&E common stock.
As a result of the merger, D&E will acquire a C-block broadband Personal
Communications Services (PCS) license for the Lancaster, PA Basic Trading Area.
The license had previously been held by the PCS One company.
D & E Communications, Inc. (NASDAQ: DECC) is a full-service
telecommunications company based in Lancaster County, PA. Its Denver and Ephrata
Telephone subsidiary is the 34th largest telephone company in the United States,
while its Red Rose Communications subsidiary provides voice, data, and video
communications equipment and service throughout southcentral PA.
- end -
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124 East Main Street, P.O. Box 458, Ephrata, PA 17522-0458
Phone 717-733-4101 FAX 717-733-7461
<PAGE>
