8-K, 1999-12-23
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                             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): December 16, 1999

                           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, P.O. Box 458, Ephrata, PA 17522
- -------------------------------------------------------------------------- -----
               (Address of principal executive offices)               (Zip Code)

       Registrant's telephone number, including area code: (717) 733-4101


                           D&E Communications, Inc.

Item 5. Other events.

     The Registrant holds a one-third ownership interest in PenneCom B.V.
("PenneCom"), a provider of local exchange telephone, cable television and data
transmission services in Central Europe. The press release attached hereto as
Exhibit No. 99.01 describes PenneCom's sale of its 48.3% ownership in Monor
Telephone Company in Hungary for $45 million. D&E Communications, Inc. had an
initial investment of approximately $6 million in the Hungarian operation.

Item 7. Financial statements, pro forma financial information and exhibits.

     (a) Financial Statements of Businesses Acquired.


     (b) Pro Forma Financial Information.


     (c) Exhibits.

         Exhibit No. 99.01 Press release issued December 16, 1999.



                           D&E Communications, Inc.


     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.

Date: December 23, 1999                By: /s/ Thomas E. Morell
                                           Mr. Thomas E. Morell, Vice President,
                                           Chief Financial Officer and Treasurer



                                  EXHIBIT INDEX

Exhibit                                                                 Document
Number       Description                                                  Page
- -------      -----------                                                --------

99.01        Press release dated December 16, 1999 regarding the
             sale of Hungarian assets of PenneCom B.V. in which
             Registrant has a one-third ownership interest                  4


                                                                   EXHIBIT 99.01

FOR IMMEDIATE RELEASE                                         CONTACT PERSON(S):
                                                              W. Garth Sprecher
                                                              (717) 738-8304

                            ITS HUNGARIAN INVESTMENT

Ephrata, PA, December 16, 1999 -- PenneCom B.V., a provider of local exchange
telephone, cable television and data transmission services in Central Europe,
announced today that it has completed the sale of its Hungarian operations known
as Monor Telephone Company (MTT) to United Pan-Europe Communications, N.V.
(UPC). D&E Communications (NASDAQ:DECC) holds a one-third ownership in PenneCom.

UPC acquired PenneCom's 48.3% interest in Hungarian-based MTT for $45 million.
The transaction, which was subject to customary closing conditions, was
completed on December 14, 1999. D&E's initial investment in MTT was
approximately $6 million. MTT owns licenses to provide local exchange and cable
television services in the Monor region of Hungary.

G. William Ruhl, Senior Vice President for D&E Communications noted, "D&E has
profited significantly from its investment in Hungary and is pleased to have
provided telephone service to the residents of the Monor region. Today, nearly
80% of homes have telephone service, up from 5% of homes six years ago. We wish
our many friends in the region continued success and are pleased to have played
a role in the evolving emergence of their economy. We will use the return from
our Hungarian investment to help finance other growth opportunities for the

D&E Communications, Inc., is a full-service telecommunications company based in
Lancaster County, PA. Through its subsidiaries and affiliated companies, D&E
Communications offers both local and long distance service, wireless PCS
service, Internet service, paging, voice, data and video communications
equipment, and computer networking services.

                                     - end -


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