SWEIGART ANNE B
SC 13G/A, 1998-02-10
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13G

                                 AMENDMENT NO. 4

                    Under the Securities Exchange Act of 1934

                           D & E Communications, Inc.

                                (Name of Issuer)

                     COMMON STOCK, PAR VALUE $.16 PER SHARE
                     --------------------------------------

                         (Title of Class of Securities)

                                    232860106
                                    ---------
                                 (CUSIP Number)

     Check the following box if a fee is being paid with this statement [__]. (A
fee is not required only if the filing person (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)

     * The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.

     The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).

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- -----------------------------                    ------------------------------
 
    CUSIP No. 232860106                13G           Page 2 of 6 Pages
- -----------------------------                    ------------------------------

- -------------------------------------------------------------------------------

  1  NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF
     ABOVE PERSONS:  
      ANNE B. SWEIGART

- -------------------------------------------------------------------------------
                                                                        
2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                     (a) / /
     (SEE INSTRUCTIONS)                                                 (b) /X/
                                                                        
- --------------------------------------------------------------------------------

  3  SEC USE ONLY

- --------------------------------------------------------------------------------

  4  CITIZENSHIP OR PLACE OF ORGANIZATION
     UNITED STATES

- --------------------------------------------------------------------------------

         Number of Shares          5  SOLE VOTING POWER                  3,776*
      Beneficially Owned by                                                    
      Each Reporting Person    -------------------------------------------------
              With                                                            
                                   6  SHARED VOTING POWER             2,983,765
                               -------------------------------------------------
                                                                               
                                   7  SOLE DISPOSITIVE POWER             369,641
                               -------------------------------------------------
                                                                               
                                   8  SHARED DISPOSITIVE POWER            36,000
- --------------------------------------------------------------------------------

  9  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       373,417
- --------------------------------------------------------------------------------

 10  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES         X
     (SEE INSTRUCTIONS)
- --------------------------------------------------------------------------------

 11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9                       6.09%
- --------------------------------------------------------------------------------

 12  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)                              IN
- --------------------------------------------------------------------------------
*The Reporting Person has the right to retain 300 shares free from any
restrictions on voting and disposition imposed under the Voting Trust Agreement
dated November 19, 1992 (as amended on December 31, 1995). In addition, the
Reporting Person also retains the right to vote all shares held in her name in
the Issuer's Employee Stock Purchase Plan, Employee Stock Ownership Plan or
Dividend Reinvestment Plan.


                                      -2-


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ITEM 1(a). NAME OF ISSUER:

           D & E Communications, Inc.

ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

           124 East Main Street, P.O. Box 458, Ephrata, PA 17522-0458

ITEM 2(a). NAME OF PERSON FILING:

           Anne B. Sweigart

ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

           150 East Main Street, Ephrata, PA  17522

ITEM 2(c). CITIZENSHIP:

           United States

ITEM 2(d). TITLE OF CLASS OF SECURITIES:

           Common Stock, Par Value $.16 Per Share

ITEM 2(e). CUSIP NUMBER:

           232860106

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b),
CHECK WHETHER THE PERSON FILING IS A:

           Not Applicable

ITEM 4. OWNERSHIP

        (a) Amount Beneficially Owned:

            2,983,765 shares

        (b) Percent of Class:

            48.69%

        (c) Number of shares as to which such person has:

            (i)   sole power to vote or to direct the vote:

                  3,776 shares


                                      -3-

<PAGE>


            (ii)  shared power to vote or to direct the vote:

                  2,983,765 shares

            (iii) sole power to dispose or to direct the disposition of:

                  369,641 shares

     Mrs. Sweigart and certain other shareholders of the issuer are parties to a
Voting Trust Agreement, dated as of November 19, 1992, and amended as of
December 31, 1995 ("Voting Trust"), pursuant to which the Voting Trustees named
therein have the right to exercise shared voting power on all matters submitted
to the Issuer's shareholders for a vote, but not investment power with respect
to such shares. Mrs. Sweigart is a voting trustee of the Voting Trust and
therefore exercises shared voting powers with the other trustees over the shares
referenced in Item 4(c)(ii) but exercises sole investment power with respect to
the shares referenced in Item 4(c)(iii). Mrs. Sweigart disclaims beneficial
ownership of the shares referenced in Item 4(c)(ii). By its terms, the Voting
Trust Agreement expires November 17, 2002.

            (iv)  shared power to dispose or to direct the disposition of:

                  36,000 shares

     Mrs. Sweigart is co-trustee of a separate trust which also owns shares
which have been contributed to the Voting Trust, and as such, she exercises
shared investment power, but no voting power, with respect to such shares. Mrs.
Sweigart disclaims beneficial ownership of these shares.

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

           Not Applicable

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

           Not Applicable

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

           Not Applicable

ITEM 8. IDENTIFICATION AND CLASS OF MEMBERS OF THE GROUP

           Not Applicable


                                      -4-


<PAGE>


ITEM 9. NOTICE OF DISSOLUTION OF GROUP

           Not Applicable

ITEM 10. CERTIFICATION

           Not Applicable

EXHIBITS


                                      -5-


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                                    SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

                                 February 9, 1998
                                 -------------------------------------
                                 Date

                                 /s/ Anne B. Sweigart
                                 -------------------------------------
                                 Signature

                                 President and Chief Executive Officer
                                 -------------------------------------
                                 Title


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                                    SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.


                                 -------------------------------------
                                 Date

                                 -------------------------------------
                                 Signature


                                 President and Chief Executive Officer
                                 -------------------------------------
                                 Title
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