As filed with the Securities and Exchange Commission on March 9, 2000
Registration No. 333-89709
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
(POST-EFFECTIVE)
WITHDRAWAL OF
FORM S-4
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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DTC COMMUNICATIONS CORP.
(Exact name of Registrant as specified in its charter)
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Tennessee 62-1797005
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
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111 High Street
Alexandria, Tennessee 37012-0247
(615) 529-2151
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Wayne Gassaway
DTC Communications Corp.
111 High Street
Alexandria, Tennessee 37012-0247
(615) 464-2201
(Address, including zip code, and telephone number, including
area code, of agent for service)
Copy To:
Gary M. Brown, Esq.
Yopp & Sweeney, PLC
Bank of America Plaza, Suite 1100
Nashville, Tennessee 37219
(615) 313-3325
DTC Communications Corp. (the "Registrant") pursuant to the provisions
of Rule 477 promulgated under the Securities Act of 1933, as amended, and
pursuant to undertakings set forth in Item 22 of the Registration Statement
on Form S-4, File No. 333-89709 (the "Registration Statement"), hereby files
this Amendment No. 3 (Post-Effective) to withdraw the Registration Statement
and deregister all of the 2,400,000 shares of the Registrant's Class A Voting
Common Stock (the "Class A Stock") and 600,000 shares of the Registrant's
Class B Non-Voting Common Stock (the "Class B Stock" and collectively with
the Class A Stock, the "Common Stock") originally registered under the
Registration Statement. The Registration Statement was declared effective by
the Securities and Exchange Commission on January 7, 2000. The Registration
Statement was filed in connection with the proposed merger (the "Merger") of
DeKalb Telephone Cooperative, Inc. (the "Cooperative") with and into its
wholly owned subsidiary, DTC Communications Corp. In the Merger, each $10.00
of capital credits on the Cooperative's books as of February 29, 2000 was to
be converted into one share of Common Stock. Active members of the
Cooperative were to receive Class A Stock and inactive members were to
receive Class B Stock. Since the Registration Statement became effective,
however, the Cooperative failed to receive the requisite number of votes
necessary for approval of the Merger. Accordingly, none of the Common Stock
has been or will be sold pursuant to the Registration Statement.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933 and Rule
478(c), the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-4 and has duly
caused this Amendment No. 3 (Post-Effective) to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Nashville, State of Tennessee on this 9th day of March, 2000.
DTC COMMUNICATIONS CORP.
By: /s/ H. Wayne Gassaway
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H. Wayne Gassaway, President
and Chief Executive Officer
