SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Amendment No. 5
Under the Securities Exchange Act of 1934
D & E Communications, Inc.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.16 PER SHARE
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(Title of Class of Securities)
232860106
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(CUSIP Number)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed.
[ ] Rule 13d-1(b) (Qualified Investor)
[ ] Rule 13d-1(c) (Passive Investor)
[ X ] Rule 13d-1(d) (Exempt Investor)
* 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
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1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS:
Anne B. Sweigart
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) [ ]
(b) [ X ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 5 SOLE VOTING POWER 3,097*
SHARES
BENEFICIALLY --------------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER 2,951,545
EACH
REPORTING --------------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER 343,046
WITH
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8 SHARED DISPOSITIVE POWER 38,777
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 345,843
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES X
CERTAIN SHARES (SEE INSTRUCTIONS)
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.7%
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12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN
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*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 Novembr 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.
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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:
345,843 shares
(b) Percent of Class:
4.7%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
3,097 shares
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(ii) sole power to vote or to direct the vote:
2,951,545 shares
(iii) sole power to dispose or to direct the disposition of:
343,046 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
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:
38,777 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 not 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
This statement is being filed to report the fact that as of the date
hereof, the Reporting Person has ceased to be the beneficial owner of more than
five percent of the class of securities.
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
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Item 8. Identification and Class of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
Not Applicable
Exhibits
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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 16, 1999
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Date
/s/ Anne B. Sweigart
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Signature
President and Chief Executive Officer
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Title
