NOTICE OF TERMINATION OF OFFERING AND
REMOVAL OF SHARES FROM REGISTRATION
Conestoga Enterprises, Inc. hereby removes from registration 142,706
shares of its $5.00 par value common stock and the Conestoga Telephone
and Telegraph Company Employee Stock Purchase Plan (the "Plan")
registered under Registration Number 33-6380 in accordance with
Undertaking Number 3 of the Form S-8 Registration Statement filed on
June 11, 1986. Pursuant to the Conestoga Telephone and Telegraph Company
Employee Stock Purchase Plan approved by the shareholders of Conestoga
Telephone and Telegraph Company ("CT&T") on May 3, 1986, 100,000 shares
were offered to the CT&T's employees, which increased to 200,000 shares
as the result of a two-for-one stock split effective August 1, 1988.
57,294 shares were sold pursuant to five (5) offerings under the Plan.
The Plan was terminated as of August 31, 1997, after the closing date of
the fifth offering under the Plan. 142,706 shares registered under the
Plan remained unissued after the termination of the Plan.
As filed with the Securities and Exchange Commission
on December 24, 1997
Registration No. 33-6380
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POSTEFFECTIVE AMENDMENT NO. 6 TO FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CONESTOGA ENTERPRISES, INC.
Pennsylvania 23-256-5087
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
202 East First Street, Birdsboro, Pennsylvania 19508
(Address of Principal Executive Offices) (Zip Code)
THE CONESTOGA TELEPHONE AND TELEGRAPH COMPANY EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
John S. Hibschman, Esquire
Miller and Murray, LLP
P.O. Box 942
542 Court Street
Reading, Pennsylvania 19603-0942
Birdsboro, Pennsylvania 19508
(Name and Address of Agent for Service)
(610) 376-6651
(Telephone Number, Including Area Code, of Agent for Service)SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Posteffective
Amendment No. 6 to Form S-8 Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the Borough of Birdsboro,
County of Berks and Commonwealth of Pennsylvania, on the 23rd day of
December, 1997.
CONESTOGA ENTERPRISES, INC.
By:/s/ John R. Bentz
John R. Bentz, President
Pursuant to the requirements of the Securities Act of 1933, this
Posteffective Amendment No. 6 to Form S-8 Registration Statement has been
signed below by the following persons in the capacities and on the dates
indicated. Moreover, the undesigned hereby also certify that to the best of
their knowledge and belief the Issuer meets all of the requirements for
filing of Form S-8.
Signature Title Date
/s/ F. M. Brown Chairman of the Board 12/23/97
F. M. Brown and a Director
/s/ John R. Bentz President and a Director 12/23/97
John R. Bentz
/s/ James H. Murray Vice President and a Director 12/23/97
James H. Murray
/s/ Kenneth A. Benner Secretary/Treasurer and a 12/23/97
Kenneth A. Benner Director
/s/ Albert H. Kramer Executive Vice President 12/23/97
Albert H. Kramer
/s/ Donald R. Breitenstein Controller and a Director 12/23/97
Donald R. Breitenstein (principal accounting officer)
/s/ Robert E. Myers Director 12/23/97
Robert E. Myers
/s/ Jean M. Ruhl Director 12/23/97
Jean M. Ruhl
/s/ John M. Sausen Director 12/23/97
John M. Sausen
/s/ Richard G. Weidner Director 12/23/97
Richard G. Weidner
Pursuant to the requirements of the Securities Act of 1933, the Plan
has duly caused this Posteffective Amendment No. 6 to Form S-8 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Borough of Birdsboro, County of Berks and Commonwealth of
Pennsylvania, on the 23rd day of December, 1997.
THE CONESTOGA TELEPHONE AND TELEGRAPH
COMPANY EMPLOYEE STOCK PURCHASE PLAN
By:/s/ John R. Bentz
John R. Bentz
Chairman of Administration Committee
Pursuant to the requirements of the Securities Act of 1933, this
Posteffective Amendment No. 6 to Form S-8 Registration Statement has been
signed below by the following persons in the capacities and on the dates
indicated.
Signature Title Date
/s/ John R. Bentz Chairman of the 12/23/97
John R. Bentz Administration Committee
/s/ Robert R. Mattson Member of the 12/23/97
Robert R. Mattson Administration Committee
/s/ James H. Murray Member of the 12/23/97
James H. Murray Administration Committee
