As filed with the Securities and Exchange Commission
on January 28, 1999
Registration No. 333-26663
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3(d)
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CONESTOGA ENTERPRISES, INC
Pennsylvania 23-2565087
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
202 East First Street
Birdsboro, Pennsylvania 19508
(610) 582-8711
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
John S. Hibschman, Esquire
Barley, Snyder, Senft & Cohen, LLC
P.O. Box 942
542 Court Street
Reading, Pennsylvania 19603-0942
(610) 376-6651
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Approximate Date of Commencement of Proposed Sale to the Public: From
time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box:
X
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box:
If this Form is filed to register additional securities for offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering:
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering:
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box:
The Exhibit Index is located on page 24. PROSPECTUS
CONESTOGA ENTERPRISES, INC
AMENDED DIVIDEND REINVESTMENT PLAN
The Amended Dividend Reinvestment Plan (the "Plan") of Conestoga
Enterprises, Inc. (the "Company"), adopted by the Board of Directors on
November 24, 1998, provides holders of the Company's common shares a convenient
way to purchase additional common shares, $5 par value, of the Company.
Participants in the Plan may have all or part of their cash dividends on their
shares automatically reinvested. The Plan was amended on November 24, 1998,
to permit Participants to make optional cash contributions to the Plan to
purchase additional shares.
Participation in the Plan is entirely voluntary so that shareholders
may join the Plan and terminate their participation at any time, provided that
they satisfy certain notice requirements with respect to any given dividend.
The Company is administering the Plan itself.
The price per share will be based on current market prices on or before
the dividend payment date as discussed in Question 15.
The Company authorized the issuance of up to 500,000 shares under the
Plan. Shareholders who do not wish to participate in the Plan will receive
dividends in cash, as usual. The Plan does not change the Company's dividend
policy, which will continue to depend upon earnings, financial requirements and
other factors.
This Prospectus describes the terms and conditions of the Plan and should
be retained for future reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The date of this Prospectus is January 28, 1999.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, accordingly, files
reports, proxy statements and other information with the Commission. Such
reports, proxy statements and other information filed with the Commission are
available for inspection and copying at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the Commission's Regional Offices located
at Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661 and at Seven World Trade Center, New .York, New York 10048.
Copies of such documents may also be obtained from the Public Reference Section
of the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. Certain of such reports, proxy statements and
other information is also available from the Commission over the Internet at
http://www.sec.gov. The Company's Common Shares (symbol: CENI) are authorized
for quotation on the Nasdaq Market. Such materials and other information
concerning the Company, therefore, can also be inspected at the offices of the
National Association of Securities Dealers, Inc., 1735 K Street, N.W.,
Washington, D.C. 20006.
The Company intends to continue its present practice of issuing annual
reports to shareholders, containing audited financial statements.
This Prospectus does not contain all the information set forth in the
Registration Statement and the exhibits relating thereto which the Company has
filed with the Commission under the Securities Act of 1933, as amended, with
respect to the shares of Common Stock offered hereby, and to which reference is
hereby made. The Company will provide without charge to each person to whom
this Prospectus is delivered, upon request, a copy of any or all of the
documents incorporated by reference in this Prospectus. Written requests
should be directed to:
Conestoga Enterprises, Inc.
202 East First Street,
Birdsboro, PA 19508
Attention: Office of the Secretary
Telephone requests should be directed to: (610) 582-8711.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are hereby incorporated by reference in this
Prospectus:
1. The Company's Annual Report of Form 10-K for the year ended December
31, 1997.
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
September 31, 1998.
3. The Company's definitive proxy statement dated April 9, 1998 in
connection with its Annual Meeting of Stockholders held on May 2, 1998.
4. The description of the Company's Common Stock contained in the
Company's registration statement on Form S-4, dated August 25, 1989.
All documents filed by the Company with the Commission after the date of
this Prospectus pursuant to Sections 13, 14 and 15(d) of the Securities
Exchange Act, as amended, and prior to the termination of this offering shall
be deemed to be incorporated by reference into this Prospectus and to be a
part hereof from their date of filing.
THE COMPANY
The Company, incorporated under the laws of the Commonwealth of
Pennsylvania on January 27, 1989, is a holding company with wholly owned
subsidiaries engaged in various aspects of the telecommunications business.
The Company's subsidiaries engaged in providing local exchange carrier
telephone services are Conestoga Telephone and Telegraph Company ("CTT") and
Buffalo Valley Telephone Company ("BVT"). CTT furnishes telecommunications
services, mainly local and toll telephone service, to parts of Berks, Chester,
Lancaster and Montgomery Counties in Pennsylvania. CTT provides service to
approximately 53,829 telephone access lines. BVT provides local and toll
telephone service to Union and Northumberland Counties in Central Pennsylvania.
BVT provides service to approximately 20,951 telephone access lines.
The Company's other operating subsidiaries include: (1) Conestoga
Communications, Inc., which resells long distance service; (2) Conestoga Mobile
Systems, Inc., which provides paging services; (3) Infocore, Inc.,which is a
diversified telecommunications services company engaged in the design,
installation and maintenance of telephone and computer systems and the resale
of local exchange and toll services; and (4) Conestoga Wireless Company, which
provides wireless telephone services, known as personal communication services.
CEI's executive offices are located at 202 East first Street, Birdsboro,
Pennsylvania 195008, and its telephone number is (610) 582-8711.
DESCRIPTION OF THE PLAN
The following is a question and answer statement of the provisions of the
Company's Dividend Reinvestment Plan.
DEFINITIONS:
Authorization Form. The election form provided by the Company to Shareholders
to enroll as Participants in, and authorize Contributions to, the Plan.
Contribution Date. A date ten (10) days prior to each Dividend Payment Date
by which Optional Cash Contributions must be received by the Company in order
for such cash contributions to be used to purchase Shares under the Plan for
that Dividend Payment Date.
Contributions. All contributions made to purchase Shares under the Plan,
including Dividend Contributions, Partial Dividend Contributions and Optional
Cash Contributions.
Designated Agent. The agent or agents appointed by the Company from time to
time to act on behalf of Participants in buying Shares in the open market.
Dividend. The cash dividend from time to time declared by the Company's Board
of Directors on the Shares.
Dividend Contribution. A contribution under the Plan that is equal to the full
amount of the Dividend to which a Participant is entitled on any Dividend
Payment Date.
Dividend Payment Date. The date on which the Board of Directors of the
Company declares dividends payable, currently in March, June, September and
December.
Open Market Shares. Shares purchased by the Designated Agent on the open
market for distribution under the Plan.
Optional Cash Contribution. A cash contribution, in addition to a Dividend
Contribution or a Partial Dividend Contribution, made by a Participant to the
Plan for the acquisition of Shares.
Original Issue Shares. Shares originally issued by the Company for
distribution under the Plan.
Partial Dividend Contribution. A contribution under the Plan that is a fixed
dollar amount less than the full amount of the Dividend to which a Participant
is entitled on any Dividend Payment Date.
Participating Elections. The elections of Plan Options that a Participant
from time to time makes in Authorization Forms that he or she submits to the
Company.
Plan Options. The options available under the Plan for the Company to
withhold Dividend Contributions or Partial Dividend Contributions and for
the Participant to make Optional Cash Contributions.
Quarterly Statements. The quarterly statements furnished by the Plan to each
Participant.
Shareholder. Any person, including an officer and employee of the Company,who
owns one or more Shares on the Record Date for the payment of any Dividend.
Shares. The common stock of the Company.
Participant. A Shareholder who has elected to participate in the Plan and has
not terminated such election.
Record Date. The date on which a Shareholder must own a Share to receive the
dividend payable on it on the next Dividend Payment Date.
Remittance Form. The form that Participants are required to submit to the
Company as the enclosure and identification form accompanying Optional Cash
Contributions.
Purpose
1. What is the Purpose of the Plan?
The purpose of the Plan is to provide Shareholders of the Company with an
opportunity to acquire additional common stock of the Company by applying cash
dividends and cash contributions to the acquisition of Shares.
Advantages to Participants
2. What are the advantages of the Plan to participants?
Participants in the Plan may purchase Shares quarterly with reinvested
Dividends on the Shares registered in their names.
Participants in the Plan may also purchase Shares quarterly with cash
contributions to the Plan for the acquisition of Shares.
If the Company elects to distribute Original Issue Shares under the Plan,
Participants will not be charged any brokerage commissions in connection with
purchases under the Plan. The Shares will be sold to Participants at the issue
price thereof (See Question 15).
If the Company elects to have the Designated Agent purchase Open Market
Shares under the Plan, Participants will be charged the actual cost (including
brokerage commissions and fees) for the Shares, since they will be purchased in
the open market (See Question 15).
Full investment of funds is possible under the Plan, because the Plan
permits fractions of Shares, as well as full Shares, to be credited to a
Participant's account (See Question 16). In addition, Dividends in respect of
such fractional Shares, as well as full Shares, will be credited to a
Participant's account and automatically reinvested in additional Shares (See
Question 17).
The Company, as administrator, will hold all Shares purchased under the
Plan for the account of each Participant until the Participant submits a
written request for a certificate therefor (See Question 20).
The Company provides Participants with quarterly statements of Shares
purchased under the Plan (See Question 19).
Administration
3. Who administers the Plan?
The Company administers the Plan, keeps records, sends quarterly
statements of account to Participants and performs other duties relating to
the Plan. All correspondence relating to the Plan should be directed to
Conestoga Enterprises, Inc., Dividend Reinvestment Plan, 202 East First
Street, Birdsboro, Pennsylvania 19508.
Participation
4. Who is Eligible to Participate?
All Shareholders are eligible to participate in the Plan.
5. How does a Shareholder elect to participate in the Plan?
A Shareholder elects to participate in the Plan by submitting an
Authorization Form to the Company. Each Shareholder who submits an
Authorization Form shall become a Participant in the Plan in accordance with
the elections the Shareholder makes in his or her Authorization Form (the
"Participating Elections") (See Question 6). Additional Authorization Forms
may be obtained at any time by contacting the Company (See Question 3).
6. What contribution options are available to a Participant under the Plan?
A Participant may elect to contribute either the entire amount of his
Dividend or a fixed dollar amount less than the entire amount of his Dividend
on any Dividend Payment Date to the acquisition of Shares under the Plan (See
Question 11). In addition, the Participant may elect to make a cash
contribution to the Plan (See Question 12).
7. When may a Shareholder Join the Plan?
A Shareholder may join the Plan at any time. The Company must receive a
Shareholder's Authorization Form at least fifteen (15) days prior to any
Dividend Payment Date in order for the Shareholder to become a Participant
with the Participating Elections set forth in the Authorization Form on that
Dividend Payment Date. If the Company receives a Shareholder's Authorization
Form less than fifteen (15) days prior to any Dividend Payment Date, the
Shareholder will not participate on that Dividend Payment Date, but will
participate with the Participating elections set forth in his or her
Authorization Form on subsequent Dividend Payment Dates.
8. What is the Effect of Notifying the Company of the Desire to Become a
Participant in the Plan?
By signing and returning the Authorization Form to the Company, a
Shareholder becomes a Participant in the Plan in accordance with his or her
Participating Elections for all subsequent Dividend payments until the
Participant gives notice of his desire to terminate his participation or
changes his Participating Elections or the Plan is terminated.
9. Do Participants on the date of the adoption of the amended Plan have to do
anything to remain as Participants in the Plan?
No. Participants on December 1, 1998, the date of adoption of the amended
Plan, will be deemed to continue their participation in accordance with their
Participating Elections on file with the Company until such time as they change
their Participating Elections or give notice of their desire to terminate their
participation or the Plan is terminated.
Dividend Contributions
10. Does the Company withhold the amount of a Participant's Dividend
Contribution to the Plan from the Dividends payable to the Participant?
Yes. The Company withholds the amount of a Participant's Dividend
Contribution to the Plan from the Dividends payable to the Participant on the
Shares owned by the Participant.
11. May a Participant Elect to Contribute to the Plan an Amount Less than the
Full Amount of His Dividends?
Yes. A Participant may elect to contribute to the Plan a fixed amount
less than the full amount of the Dividend to which he or she is entitled on any
Dividend Payment Date. However, in the event of such election, the
Participant's contribution shall not be less than One Hundred Dollars
($100.00) on any Dividend Payment Date. If the full amount of a Participant's
Dividend on any Dividend Payment Date is less than One Hundred Dollars
($100.00), he or she may contribute such amount to the Plan, but in such case
the Participant may not elect to contribute to the Plan an amount less than
the full Dividend amount.
Cash Contributions
12. May Participants Make Cash Contributions to the Plan?
Yes. Each Participant may make up to four (4) quarterly Optional Cash
Contributions in any calendar year. Each such quarterly contribution must be
at least one Hundred Dollars ($100.00) and may not exceed Two Thousand Five
Hundred Dollars ($2,500.00). The total of such contributions in any calendar
year may not exceed Ten Thousand Dollars ($10,000.00). The Participant need
not contribute the same amount each quarter or each year, and is not obligated
to make any Optional Cash Contribution at any time. Any Optional Cash
Contribution in an amount less than One Hundred Dollars ($100.00) or any
amount thereof in excess of Two Thousand Five Hundred Dollars ($2,500.00) will
be returned to the Participant.
13. How does a Participant make an Optional Cash Contribution to the Plan?
Optional Cash Contributions shall be made by check payable to Conestoga
Enterprises, Inc. or "CEI". Remittance Forms for Optional Cash Contributions
will be attached to the Quarterly Statements. All Optional Cash Contributions
shall be submitted by check accompanied by a Remittance Form and mailed to the
address specified in response to Question 3.
Purchases
14. What will be the source of Shares distributed under the Plan?
Shares distributed to the accounts of Participants under the Plan will
either be Shares originally issued by the Company ("Original Issue Shares") or
Shares purchased by the Designated Agent on the open market ("Open Market
Shares").
15. What are the Purchase Prices Under the Plan?
If the Company distributes Original Issue Shares under the Plan, the
purchase price per share under the Plan shall be the average of the bid and
asked prices per share of the Shares for each trading day during the 30
calendar days prior to the applicable Dividend Payment Date, as reported on
the National Association of Securities Dealers, Inc., Automated Quotation
System.
If the Company causes the Plan to purchase Open Market Shares, the Plan's
purchase price of Shares shall be the price (including brokerage fees and
commissions) at which the Designated Agents purchase Shares on the open market.
A Participant's purchase price per Share shall be the average price per share
computed by dividing the total cost of Shares purchased for the Plan for each
Dividend by the total number of Shares purchased.
16. How will Purchases be Made?
If the Company distributes Original Issue Shares under the Plan, within a
reasonable time after the payment of a Dividend, a Participant's account under
the Plan will be credited with the number of whole and fractional shares that
his Dividends subject to the Plan and his Optional Cash Contributions will
purchase at the purchase price provided above (See Question 15). The shares
to be sold to shareholders under the Plan may, at the election of the Company,
be either treasury shares or shares originally issued for such purpose.
If the Company causes the Plan to purchase Open Market Shares, the
Designated Agents will make all open market purchases necessary to meet the
requirements of the Plan, and each Participant's account under the Plan will be
credited with the number of whole and fractional shares that his or her
Dividends subject to the Plan and his Optional Cash Contributions will
purchase at the purchase price provided above (See Question 15). Purchases
may be made on any securities exchange where such Shares are traded, in the
over-the-counter market or in negotiated transactions and may be made on such
terms as to price, delivery and otherwise as the Designated Agent may
determine. Purchases will be made as soon as possible after the applicable
Dividend Payment Date, but not more than 30 days after such date. The Company
does not exercise any direct or indirect control over the prices or timing of
purchases made by the Designated Agents on the open market.
Dividends on Fractional Shares
17. Will Participants be Credited with Dividends on Fractional Shares?
Yes. Dividends on fractional shares will be credited to a Participant's
account and shown on the quarterly statement.
Cost
18. Are There Any Expenses to Participants in Connection with Purchases Under
the Plan?
If the Company distributes and sells Original Issue Shares under the Plan,
there will be no charges to Participants under the Plan for brokerage fees or
administration costs. If the Company causes Designated Agents to purchase Open
Market Shares for the Plan, brokerage fees and commissions paid by the Plan
will be included as part of the purchase price of Shares. Such brokerage fees
are likely to involve a mark up on a market maker's purchase price per share
or a percentage of the purchase price for a broker that is not a market maker,
both of which will be negotiated by the Company.
Records
19. What Reports will be Sent to Participants?
Each Participant will receive a quarterly statement of his or her account
describing Dividends received and contributions made, the number of Shares
credited to the Participant's account, the price per Share and total Shares
accumulated under the Plan. Federal tax information will be sent by January 31
of each year. In addition, each Participant will receive copies of the
Company's annual and quarterly reports to Shareholders, proxies and proxy
statements and other correspondence sent to Shareholders generally. Each
Participant will also receive any supplements to or updates of the current
prospectus for the Plan.
Issuance of Shares
20. Will Certificates be Issued for Common Shares Purchased?
Prior to the termination of the Plan, stock certificates for Shares
purchased under the Plan will not be delivered to a Participant unless he or
she so requests or until he or she terminates his or her participation in the
Plan.
Requests for the delivery of stock certificates prior to a Participant's
withdrawal from the Plan must be in writing on forms provided by Company.
Upon a Participant's request, withdrawal from the Plan, or the termination of
the Plan, as applicable, stock certificates for whole Shares will be delivered
to him or her; and fractional Shares credited to his or her account will be
paid in cash at the price per share determined for Original Issue Shares (See
Question 15), on the Dividend Payment Date immediately prior to such request,
withdrawal or termination. Certificates for fractional shares will not be
issued under any circumstances.
<PAGE>
Withdrawal from the Plan
21. How Does a Participant Withdraw from the Plan?
Any Participant in the Plan may terminate such participation by notifying
the Company as provided in Question 3 at least fifteen (15) days prior to any
Dividend Payment Date. Such termination shall be effective as to that Dividend
and all subsequent Dividends. Upon a Participant's termination of
participation in the Plan, stock certificates for whole Shares and cash for
factional Shares will be distributed to him as provided in Question 20.
22. May a Participant Reenter the Plan After Terminating His or Her
Participation?
Yes. A Shareholder may rejoin at any time upon submitting a new
Authorization Form.
Other Information
23. May the Plan be Changed or Discontinued?
The Company reserves the right prospectively to amend the Plan from time
to time and to terminate the Plan at any time upon written notice of any such
amendment or termination mailed to each Participant at the address listed on
the Company's stock ledger.
24. What are the Federal Income Tax Consequences of Participation in the Plan?
For federal income tax purposes, a Participant in the Plan will be treated
as having received a dividend equal to the amount of the cash Dividend paid by
the Company. Each quarterly statement of account will indicate the amount of
the Dividend.
25. When and How are Gains and Losses Determined?
A Participant will realize gain or loss whenever full Shares purchased
under the Plan are sold or exchanged and whenever the Participant receives a
cash payment for a fractional Share credited to his or her account. The
amount of gain or loss will be the difference between the amount received by
the Participant for his or her full or fractional Shares and his or her tax
basis therefor. The tax basis of a Share is its purchase price.
26. When does the Holding Period Begin?
The holding period for Shares acquired pursuant to the Plan will begin on
the date or dates on which such Shares are credited to the Participant's
account under the Plan.
All participants in the Plan are urged to consult their own tax advisors
to determine the particular tax consequences which may result from their
participation in the Plan and the subsequent disposal of Shares acquired under
the Plan.
27. How is a Rights Offering, Stock Dividend or Stock Split Handled Under the
Plan?
Any stock dividend or stock split shares distributable on Shares credited
to a Participant under the Plan will be credited to his account under the Plan.
In the event that the Company grants rights to its Shareholders to purchase
additional shares, debentures or securities, each Participant shall have the
right to exercise such rights arising from whole Shares credited to him under
the Plan in accordance with the terms and conditions of such rights.
28. How Will a Participant's Shares Under the Plan be Voted?
A Participant will be permitted only to vote full Shares credited to his
account under the Plan. The Company will forward proxies to Participants and
will vote Participants' Shares held under the Plan in accordance with proxies
voted, signed and returned by the Participants. If a Participant does not
return a proxy, his or her shares will not be voted.
29. How Are Changes in Capitalization Handled Under the Plan?
Shares purchased by Participants under the Plan will participate in any
stock dividend, split up, spin off, recapitalization, merger, consolidation,
exchange of shares, or the like in which shares of any class will be issued in
respect of the outstanding shares, or shares will be changed into the same or a
different number of the same or another class or classes.
30. What is the Responsibility of the Company Under the Plan?
The Company shall not be responsible for any fluctuation in the market
value of Shares nor any actions taken under the Plan unless such actions
(whether acts of omission or commission) are in bad faith.
31. What Are the Maximum Number of Shares Available Under the Plan?
The maximum number of Original Issue Shares available under the Plan is
five hundred thousand (500,000), subject to adjustment upon changes in
capitalization of the Company as provided in Question 27. The maximum number
of Open Market Shares available under the Plan is only limited by the number of
Shares available in the open market for purchase by the Plan.
32. What Happens if there is a Delay in Purchase of Shares Under the Plan?
The Company will hold any funds from dividend and cash contributions in an
interest bearing account until they are applied to the purchase of Shares and
apply the interest thereon to the purchase of additional Shares.
For a number of reasons, including observance of the rules and regulations
of the Securities and Exchange Commission requiring curtailment or suspension
of purchases, the whole amount of the funds available under the Plan for the
purchase of Shares might not be applied to the purchase thereof. In any such
event, the portion not applied to the purchase of Shares will be paid to the
Participants in cash.
33. Who interprets and regulates the Plan?
The Company reserves the sole right to interpret and regulate the Plan.
USE OF PROCEEDS
The proceeds received by the Company from the sale of Original Issue
Shares under the Plan will be added to the general funds of the Company and
used for general corporate purposes. Pending application of the proceeds, the
Company may make temporary investments in interest-bearing investments,
including certificates of deposit, commercial paper, money market accounts,
comparable short-term investments or government obligations.
If the Shares acquired by the Plan are purchased in the open market, the
Company will receive no proceeds from the sale thereof under the Plan.
LEGAL OPINION
Legal matters in connection with the registration of the Plan and the
Company's common shares issued pursuant thereto have been passed upon for the
Company by Messrs. Barley, Snyder, Senft & Cohen, LLC, Post Office Box 942, 542
Court Street, Reading, Pennsylvania 19603. James H. Murray, of counsel to the
firm, is a director and vice president of the Company and owns of record or
beneficially 37,050 Shares. John S. Hibschman, the partner of Barley, Snyder,
Senft & Cohen, LLC, participating in this matter owns of record, or
beneficially, 5,214 Shares.
EXPERTS
The consolidated financial statements of the Company included in its
Annual Report on Form 10-K for the year ended December 31, 1997, have been
audited by Beard & Company, Inc., independent accountants, as set forth in
their report thereon included therein and incorporated herein by reference.
Such consolidated financial statements are incorporated herein by reference
in reliance upon such report, given upon the authority of said firm as experts
in accounting and auditing.
INDEMNIFICATION
As permitted by the Pennsylvania Business Corporation Law (the "PBCL"),
CEI's Bylaws provide that directors shall not be personally liable to CEI or
its shareholders for monetary damages for any action taken, or any failure to
take any action, unless the director has breached or failed to perform the
duties of his or her office under applicable Pennsylvania law and the breach
or failure to perform constitutes self-dealing, willful misconduct or
recklessness. These provisions, however, do not apply to the responsibility
or liability of a director pursuant to any criminal statute or the liability
of a director for the payment of taxes pursuant to local, state or federal law.
Sections 1741 and 1742 of the PBCL generally provide that a corporation
may indemnify directors and officers against liabilities they may incur in such
capacity provided that the particular person acted in good faith and in a
manner he or she reasonably believed to be in, or not opposed to, the best
interests of the corporation, and, with respect to any criminal proceeding,
had no reasonable cause to believe his or her conduct was unlawful. In the
case of actions against a director or officer by or in the right of the
corporation, the power to indemnify extends only to expenses (not judgments
and amounts paid in settlement) and such power generally does not exist if the
person otherwise entitled to indemnification shall have been adjudged to be
liable to the corporation unless it is judicially determined that, despite the
adjudication of liability but in view of all the circumstances of the case,
the person is fairly and reasonably entitled to indemnification for specified
expenses. Section 1743 of the PBCL also requires a corporation to indemnify
directors and officers against expenses they may incur in defending actions
against them in such capacities if they are successful on the merits or
otherwise in the defense of such actions.
Section 1746 of the PBCL also grants a corporation broad authority, beyond
the power granted under Sections 1741 and 1742, to indemnify its directors,
officers and other agents for liabilities and expenses incurred in such
capacity, except in circumstances where the act or failure to act giving rise
to the claim for indemnification is determined by a court to have constituted
willful misconduct or recklessness. Pursuant to the authority of Section 1746
of the PBCL, CEI's Bylaws provide for indemnification of directors, officers
and other agents of CEI to the extent otherwise permitted by Section 1741 of
the PBCL and also in certain circumstances not otherwise permitted by Sections
1741 and 1742 of the PBCL.
Insofar as indemnification by CEI for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), may be permitted to
directors, officers and controlling persons of CEI pursuant to the foregoing
provisions, CEI has been informed that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefor, unenforceable.
No dealer, salesman or other person has been authorized to give any
information or to make any representation not contained in this Prospectus,
and, if given or made, such information or representation must not be relied
upon as having been authorized by the Company. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any of the
securities offered hereby in any jurisdiction to any person to whom it is
unlawful to make such offer or solicitation in such jurisdiction. Neither the
delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create an implication that there has been no change in the
affairs of the Company since the date hereof.
TABLE OF CONTENTS
Available Information. . . . . . . . . . . . . . . . . . . . . . . . 3
Incorporation of Certain Documents by Reference. . . . . . . . . . . 4
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Description of the Plan. . . . . . . . . . . . . . . . . . . . . . . 5
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Advantages to Participants. . . . . . . . . . . . . . . . . . . 7
Administration. . . . . . . . . . . . . . . . . . . . . . . . . 7
Participation . . . . . . . . . . . . . . . . . . . . . . . . . 8
Dividend Contributions. . . . . . . . . . . . . . . . . . . . . 9
Cash Contributions. . . . . . . . . . . . . . . . . . . . . . . 9
Purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Dividends on Fractional Shares. . . . . . . . . . . . . . . . .10
Cost. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
Records . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
Issuance of Shares. . . . . . . . . . . . . . . . . . . . . . .11
Withdrawal from the Plan. . . . . . . . . . . . . . . . . . . .12
Other Information . . . . . . . . . . . . . . . . . . . . . . .12
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . .14
Legal Opinion. . . . . . . . . . . . . . . . . . . . . . . . . . . .14
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14
Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . .14
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The registrant estimates that it will incur the following expenses in
connection with the issuance and distribution of the securities to be
registered:
Registration Fees $ 4,482.76
Legal Fees $10,000.00
Accounting Fees $ 1,500.00
Costs of Printing $ 2,000.00
Costs of Distribution $ 1,000.00
Each amount set forth above, except for the SEC, is estimated. Each such
amount is a cumulative restatement of prior estimates made in the original
registration statement and this post-effective amendment.
Item 15. Indemnification of Officers and Directors.
The information with respect to indemnification of officers and directors
contained in Part II of the registrant's registration statement on Form S-4
filed with the Commission on April 4, 1997, with respect to its issue of
common stock, $5.00 par value (Commission File No. 333-24053), is incorporated
in its entirety herein by reference thereto.
Item 16. Exhibits.
The exhibits listed in the Exhibit Index below are filed as a part of this
registration statement.
Exhibit
Number Description
4.1 The Conestoga Enterprises, Inc.
Dividend Reinvestment Plan, as amended
December 1, 1998
5 Opinion of Barley, Snyder, Senft & Cohen, LLC
as to legality of the securities being
registered
24.1 Consent of Barley, Snyder, Senft & Cohen, LLC
24.2 Consent of Beard & Company, Inc.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(1) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(2) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment therefor) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(3) to include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement; provided,
however, that undertakings a(1) and a(2) above do not apply to this
registration statement if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports filed
by the registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this registration
statement.
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
(d) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for the filing of Form S-3(d) and has duly caused this
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 26th day of January, 1999.
CONESTOGA ENTERPRISES, INC.
By:
Albert H. Kramer, President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
Director 1/26/99
F. M. Brown
Chairman of the Board 1/26/99
John R. Bentz and a Director
Vice President and a Director 1/26/99
James H. Murray
Secretary/Treasurer and a 1/26/99
Kenneth A. Benner Director
President 1/26/99
Albert H. Kramer
<PAGE>
Controller and a Director 1/26/99
Donald R. Breitenstein (principal accounting officer)
Director 1/26/99
Robert E. Myers
Director 1/26/99
Jean M. Ruhl
Director 1/26/99
John M. Sausen
Director 1/26/99
Richard G. Weidner<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for the filing of Form S-3(d) and has duly caused this
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 26th day of January, 1999.
CONESTOGA ENTERPRISES, INC.
By:/s/ Albert H. Kramer
Albert H. Kramer, President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ F. M. Brown Director 1/26/99
F. M. Brown
/s/ John R. Bentz Chairman of the Board 1/26/99
John R. Bentz and a Director
/s/ James H. Murray Vice President and a Director 1/26/99
James H. Murray
/s/ Kenneth A. Benner Secretary/Treasurer and a 1/26/99
Kenneth A. Benner Director
/s/ Albert H. Kramer President 1/26/99
Albert H. Kramer
<PAGE>
/s/ Donald R. Breitenstein Controller and a Director 1/26/99
Donald R. Breitenstein (principal accounting officer)
/s/ Robert E. Myers Director 1/26/99
Robert E. Myers
/s/ Jean M. Ruhl Director 1/26/99
Jean M. Ruhl
/s/ John M. Sausen Director 1/26/99
John M. Sausen
/s/ Richard G. Weidner Director 1/26/99
Richard G. Weidner<PAGE>
EXHIBIT INDEX
Sequential Page Number
Exhibit Number or Reference
4.1 The Conestoga Enterprises, Inc.
Dividend Reinvestment Plan,
as amended December 1, 1998 Filed herewith at Page
5 Opinion of Barley, Snyder,
Senft & Cohen, LLC as to legality
of the securities being registered Filed herewith at Page
24.1 Consent of Barley, Snyder,
Senft & Cohen, LLC Filed herewith at Page
24.2 Consent of Beard & Company, Inc. Filed herewith at Page
Exhibit 4.1
DIVIDEND REINVESTMENT PLAN
CONESTOGA ENTERPRISES, INC.
AS AMENDED DECEMBER 1, 1998
PURPOSE. The purpose of THE CONESTOGA ENTERPRISES, INC. AMENDED
DIVIDEND REINVESTMENT PLAN (hereinafter called the "Plan"), is to provide to
Shareholders of CONESTOGA ENTERPRISES, INC. (hereinafter called the "Company"),
the opportunity to acquire additional Shares of the Company by applying cash
dividends and cash contributions to the acquisition of Shares in accordance
with the Plan Options, as defined herein.
1. DEFINITIONS.
(a) "Authorization Form" means the election form provided by
the Company to Shareholders to enroll as Participants in, and authorize
Contributions to, the Plan.
(b) "Contribution Date" means a date ten (10) days prior to
each Dividend Payment Date by which Optional Cash Contributions must be
received by the Company in order for such cash contributions to be used to
purchase Shares under the Plan for that Dividend Payment Date.
(c) "Contributions" means all contributions made to purchase
Shares under the Plan, including Dividend Contributions, Partial Dividend
Contributions and Optional Cash Contributions.
(d) "Designated Agent" means the agent or agents appointed
by the Company from time to time to act on behalf of Participants in buying
Shares in the open market.
(e) "Dividend" means the cash dividend from time to time
declared by the Company's Board of Directors on the Shares.
(f) "Dividend Contribution" means a contribution under the
Plan that is equal to the full amount of the Dividend to which a Participant is
entitled on any Dividend Payment Date.
(g) "Dividend Payment Date" means the date on which the
Board of Directors of the Company declares dividends payable, currently in
March, June, September and December.
(h) "Open Market Shares" means Shares purchased by the
Designated Agent on the open market for distribution under the Plan.
(i) "Optional Cash Contribution" means a cash contribution,
in addition to a Dividend Contribution or a Partial Dividend Contribution, made
by a Participant to the Plan for the acquisition of Shares.
(j) "Original Issue Shares" means Shares originally issued
by the Company for distribution under the Plan.
(k) "Partial Dividend Contribution" means a contribution
under the Plan that is a fixed dollar amount less than the full amount of the
Dividend to which a Participant is entitled on any Dividend Payment Date.
(l) "Participating Elections" means the elections of Plan
Options that a Participant from time to time makes in Authorization Forms that
he or she submits to the Company.
(m) "Plan Options" means the options available under the
Plan for the Company to withhold Dividend Contributions or Partial Dividend
Contributions and for the Participant to make Optional Cash Contributions.
(n) "Quarterly Statements" means the quarterly statements
furnished by the Plan to each Participant.
(o) "Shareholder" means any person, including an officer and
employee of the Company, who owns one or more Shares on the Record Date for the
payment of any Dividend.
(p) "Shares" means common stock of the Company.
(q) "Participant" means a Shareholder who has elected to
participate in the Plan and has not terminated such election.
(r) "Record Date" means the date on which a Shareholder must
own a Share to receive the dividend payable on it on the next Dividend Payment
Date.
(s) "Remittance Form" means the form that Participants are
required to submit to the Company as the enclosure and identification form
accompanying Optional Cash Contributions.
2. PARTICIPATION.
(a) Submittal Of Authorization Forms. To become a
Participant in the Plan, a Shareholder shall submit to the Company a completed
and signed Authorization Form in which such Shareholder shall specify his or her
Participating Elections. Each Shareholder who submits an Authorization Form
shall become a Participant in the Plan in accordance with the Participating
Elections made in his Authorization Form until the Participant changes his
Participating Elections or terminates his participation in the Plan or the Plan
is terminated.
(b) Timely Submittal Of Authorization Forms.
The Company must receive the Shareholder's Authorization Form at least fifteen
(15) days prior to any Dividend Payment Date in order for that Shareholder to
become a Participant with the Participating Elections set forth in the
Authorization Form on that Dividend Payment Date. If the Company receives a
Shareholder's Authorization Form less than fifteen (15) days prior to any
Dividend Payment Date, the Shareholder shall not so participate on that
Dividend Payment Date, but shall participate with the Participating Elections
set forth in his or her Authorization Form on subsequent Dividend Payment
Dates.
(c) Termination Of Participation. Any Participant may
terminate his or her participation by notifying the Company thereof in writing
at least fifteen (15) days prior to any Dividend Payment Date; and such
termination shall be effective as to that, and all subsequent, Dividend
Payment Dates until such time as the Shareholder may elect to rejoin the Plan
by submitting an Authorization Form. A Shareholder may not rejoin the Plan
within six (6) months after terminating his or her participation.
(d) Participants As Of December 1, 1998. The foregoing
notwithstanding, Participants on December 1, 1998, the date of adoption of the
amended Plan, will be deemed to continue their participation in accordance with
their Authorization Forms on record with the Company until such time as they
change their Participating Elections or terminate their participation pursuant
to the provisions of this Paragraph 3.
3. DIVIDEND CONTRIBUTIONS. A Participant may elect to contribute
under the Plan the full amount of the Dividend to which he is entitled on any
Dividend Payment Date or a Partial Dividend Contribution. If a Participant
elects a Partial Dividend Contribution, he shall not contribute less than One
Hundred Dollars ($100.00) on any Dividend Payment Date. If the Participant's
Dividend is less than One Hundred Dollars ($100.00), he may contribute such
lesser amount, provided that he contributes the full amount of the Dividend to
which he is entitled.
4. OPTIONAL CASH CONTRIBUTIONS. All Participants shall have the
right to make Optional Cash Contributions. Each may make up to four (4)
quarterly Optional Cash Contributions in any calendar year, provided that each
such quarterly contribution must be at least One Hundred Dollars ($100.00) and
not exceed Two Thousand Five Hundred Dollars ($2,500.00), and the total of such
contributions in any calendar year shall not exceed Ten Thousand Dollars
($10,000.00). The Participant need not contribute the same amount each quarter
or each year, and is not obligated to make any Optional Cash Contribution at
any time. Any Optional Cash Contribution in an amount less than One Hundred
Dollars ($100.00) or any amount thereof in excess of Two Thousand Five Hundred
Dollars ($2,500.00) will be returned to the Participant. Optional Cash
Contributions shall be made by check payable to Conestoga Enterprises, Inc. or
"CEI". Remittance Forms for Optional Cash Contributions will be attached to
the Quarterly Statements. All Optional Cash Contributions shall be submitted
by check accompanied by a Remittance Form and mailed to the address shown in
Paragraph 16. Optional Cash Contributions will be applied to the purchase of
Shares in accordance with the provisions of Paragraph 7.
5. ADMINISTRATION. Administration of the Plan is shared between
the Company and, if the Company elects to have the Plan purchase Open Market
Shares on any Dividend Payment Date, the Designated Agent. The Company will
administer the Plan; hold as agent of the Plan all Contributions until applied
to the purchase of Shares; hold as agent of the Participants the Shares
purchased under the Plan; keep a continuous record of each Participant's
account; and send a Quarterly Statement to each Participant. If directed by
the Company to purchase Open Market Shares, the Designated Agent will purchase
Shares on behalf of the Participants.
6. ISSUANCE OR PURCHASE OF SHARES. The Company may, at its
election, on any Dividend Payment Date either issue Original Issue Shares or
direct the Designated Agent to purchase Open Market Shares for the accounts of
the Participants.
(a) ISSUANCE OF SHARES. If the Company issues Original
Issue Shares, the following shall apply:
(i) Purchase of Original Issue Shares. Within a
reasonable time after each Dividend Payment Date, a Participant's account under
the Plan shall be credited with the number of whole and fractional Original
Issue
Shares that his Contributions will purchase at the purchase price provided
under subparagraph (ii) hereof. Original Issue Shares sold to Participants
under the Plan may, at the election of the Company, be either Treasury Shares
or Shares originally issued for such purpose. Five hundred thousand (500,000)
Original Issue Shares, subject to adjustment upon changes in capitalization
of the Company as provided in Paragraph 15, were made available under the Plan
when it was amended in April 1997 to provide for Original Issue Shares.
(ii) Price of Original Issue Shares. The purchase
price per share of the Original Issue Shares shall be the average of the bid
and asked prices per share of the Shares for each trading day during the 30
calendar days prior to the applicable Dividend Payment Date, as reported on
the National Association of Securities Dealers, Inc., Automated Quotation
System.
(b) PURCHASE OF OPEN MARKET SHARES. If the Company directs
the Designated Agent to purchase Open Market Shares under the Plan, the
following shall apply:
(i) Purchase of Open Market Shares. The Designated
Agent will make all open market purchases necessary to meet the requirements of
the Plan. Purchases may be made on any securities exchange where Shares are
traded or in negotiated transactions and may be made on such terms as to price,
delivery and otherwise as the Designated Agent may determine. Purchases will
be made as soon as possible after the applicable Dividend Payment Date, but
not more than 30 days after such date. The Company does not exercise any
direct or indirect control over the prices or timing of purchases made by the
Designated Agent on the open market.
(ii) Price of Open Market Shares. The Plan's purchase
price of Open Market Shares shall be the price (including brokerage fees and
commissions) at which the Designated Agent purchases Open Market Shares. A
Participant's purchase price per Open Market Share shall be the average price
per share computed by dividing the total cost of Open Market Shares purchased
for the Plan after each Dividend Payment Date by the total number of Open
Market Shares purchased.
7. CREDIT TO ACCOUNTS. Within a reasonable time after each
Dividend Payment Date, a Participant's account under the Plan shall be credited
with the number of whole and fractional Shares, rounded to three decimal
places, that his Contributions will purchase at the purchase price provided
for in Paragraph 7(a)(ii) or 7(b)(ii), as applicable. If Shares are purchased
on the open market, no shares will be allocated to a Participant's account
until the date on which the Designated Agent has purchased sufficient Shares
to cover the quarterly purchases for all Participants in the Plan, provided
that, if the Designated Agent is unable to purchase enough Shares to cover the
quarterly purchases for all Participants in the Plan within thirty (30) days
after any Dividend Payment Date, the Shares purchased will be allocated
proportionately to the Participants thirty (30) days after the Dividend
Payment Date and any funds not used to purchase Shares will be returned
proportionately to the Participants. Although a Participant's account under
the Plan will be credited with the purchase of fractional Shares, no fractional
Shares will be distributed under the Plan.
8. STATEMENTS AND STOCK CERTIFICATES. The Company will give
Participants Quarterly Statements of Shares purchased under the Plan. Such
statements shall contain cumulative information on a calendar year basis and
shall be a Participant's record of the number and purchase price of shares
acquired for the Participant and the dates acquired. Federal tax information
will be sent by January 31st of each year. Prior to the termination of the
Plan, stock certificates for Shares purchased under the Plan will not be
delivered to a Participant, but will be registered in the name of the Company
or a nominee as agent for the Participant, unless the Participant requests
delivery of such shares or until he terminates his participation in the Plan.
Requests for the delivery of stock certificates prior to a Participant's
withdrawal from the Plan must be in writing on forms provided by Company.
Upon a Participant's request, withdrawal from the Plan, or the termination of
the Plan, as applicable, stock certificates for whole Shares will be delivered
to him; and fractional Shares credited to his account will be paid in cash at
the market price provided for in Paragraph 7(a)(ii) at the time of the
Dividend Payment Date immediately prior to such request, withdrawal or
termination.
9. PLAN FUNDS. The Company will hold any funds from
Contributions in an interest bearing account until they are applied to the
purchase of Shares and apply the interest thereon to the purchase of additional
Shares by the Plan.
10. COMPANY'S RESPONSIBILITY. The Company shall not be
responsible for any fluctuation in market value of Shares nor for any actions
taken under the Plan unless such actions (whether acts of omission or
commission) were done in bad faith.
11. RIGHTS TO PLAN SHARES. A Participant will be permitted only
to vote full Shares credited to his account under the Plan. A Participant will
be credited under the Plan with all Dividends on Shares and fractional Shares
credited to his account under the Plan.
12. STOCK DIVIDENDS OR STOCK SPLITS. Any stock dividend or stock
split Shares distributable on Shares owned by a Participant and on Shares
credited to a Participant under the Plan will be credited to his account under
the Plan. In the event that the Company grants rights to its Shareholders to
purchase additional Shares, debentures or other securities, each Participant
shall have the right to exercise such rights arising from whole Shares credited
to him under the Plan in accordance with the terms and conditions of such
rights.
13. CHARGES. There will be no charges to Participants under the
Plan. The Company will pay any and all expenses incurred in connection with
issuance or purchase of Shares under the Plan, except for brokerage fees and
commissions which will be paid by the Plan and are included as part of the
purchase price of Shares under Paragraph 7(b)(ii).
14. CHANGES IN CAPITALIZATION. Shares purchased or to be
purchased by Participants under the Plan shall participate in any stock
dividend, split-up, spin-off, recapitalization, merger, consolidation,
exchange of Shares, or the like in which shares of any class will be issued
in respect of the outstanding Shares, or Shares shall be changed into the same
or a different number of the same or another class or classes.
15. NOTICE. For purpose of notice of mailing as provided for
hereunder, compliance shall be deemed to have been made if sent by regular
mail, postage paid to:
Participant - Name of Participant
Address - Participant's address listed on
Corporation's stock ledger
Company - Conestoga Enterprises, Inc.
Dividend Reinvestment Plan
202 East First Street
Birdsboro, Pennsylvania 19508
16. AMENDMENT OR TERMINATION OF PLAN. The Board of Directors of
the Company may at any time prospectively terminate or amend the Plan. The
Company shall give written notice of any such termination or amendment of the
Plan to all Participants.
17. DELAY IN PURCHASE. It is understood that for a number of
reasons, including observance of the rules and regulations of the Securities
and Exchange Commission requiring temporary curtailment or suspension of the
issuance or purchase of Shares, the whole amount of the funds available for
purchase of Shares might not be applied to the purchase thereof. In any such
event, the portion not applied to the purchase of Shares will be paid to
Participants in cash.
18. INCOME TAXES. The automatic reinvestment of dividends does
not relieve the Participant of any income tax which may be payable on such
dividends.
19. GOVERNING LAW. The terms and conditions of the Plan shall be
governed by the laws of the Commonwealth of Pennsylvania.
Exhibit 5
260
January , 1999
Securities and Exchange Commission
Washington, D.C. 20549
Re: Amendment #1 to Registration Statement on
Form S-3(d) for the Conestoga Enterprises, Inc.
Dividend Reinvestment Plan
Gentlemen:
It is the opinion of this firm, counsel for the above registrant, that
the above Plan and the stock to be issued pursuant thereto can be legally
registered and, when stock is sold pursuant to the Plan, it will be legally
issued, fully paid and non-assessable under the laws of the Commonwealth of
Pennsylvania and the United States of America.
Very truly yours,
BARLEY, SNYDER, SENFT & COHEN, LLC
260
January , 1999
Securities and Exchange Commission
Washington, D.C. 20549
Re: Amendment #1 to Registration Statement on
Form S-3(d) for the Conestoga Enterprises, Inc.
Dividend Reinvestment Plan
Gentlemen:
On behalf of Barley, Snyder, Senft & Cohen, LLC, we consent to the
reference to us in the registrant's Prospectus and the Registration Statement
on Form S-3 as to the giving of legal opinions in matters pertaining to the
Prospectus and Registration Statement and also, we consent to the use of our
name with respect to the opinion letter, being Exhibit No. 5 of the
Registration Statement.
Very truly yours,
BARLEY, SNYDER, SENFT & COHEN, LLC
Exhibit 24.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Securities and Exchange Commission
Washington, D.C. 20549
Re: Amendment Number 1 to Registration Statement on
Form S-3(d) for the Conestoga Enterprises, Inc.
Dividend Reinvestment Plan
Gentlemen:
We hereby consent to the incorporation by reference in this Amendment
Number 1 to Registration Statement on Form S-3(d) of our report dated January,
1999, which appears in the Annual Form on Form 10-K of Conestoga Enterprises,
Inc. for the year dated December 31, 1997.
We also consent to the reference to our firm under the captioned
"Experts" in the Prospectus included in this Registration Statement.
BEARD & COMPANY, INC.
Reading, Pennsylvania
January , 1999
