0000020520-04-000033.txt : 20120522 0000020520-04-000033.hdr.sgml : 20120522 20040830111123 ACCESSION NUMBER: 0000020520-04-000033 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040830 DATE AS OF CHANGE: 20040830 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: D&E COMMUNICATIONS INC CENTRAL INDEX KEY: 0001011737 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 232837108 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50547 FILM NUMBER: 041004160 BUSINESS ADDRESS: STREET 1: BROSSMAN BUSINESS COMPLEX STREET 2: 124 EAST MAIN ST PO BOX 458 CITY: EPHRATA STATE: PA ZIP: 17560 BUSINESS PHONE: 7177334101 MAIL ADDRESS: STREET 1: BROSSMAN BUSINESS COMPLEX STREET 2: 124 EAST MAIN STREET CITY: EPHRATA STATE: PA ZIP: 17560 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CITIZENS COMMUNICATIONS CO CENTRAL INDEX KEY: 0000020520 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 060619596 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: HIGH RIDGE PK BLDG 3 CITY: STAMFORD STATE: CT ZIP: 06905 BUSINESS PHONE: 2036145600 MAIL ADDRESS: STREET 1: THREE HIGH RIDGE PARK CITY: STAMFORD STATE: CT ZIP: 06905 FORMER COMPANY: FORMER CONFORMED NAME: CITIZENS UTILITIES CO DATE OF NAME CHANGE: 19920703 SC 13D/A 1 schedule13da.txt SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------------------- SCHEDULE 13D/A (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 1)* D&E Communications, Inc. -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.16 par value per share -------------------------------------------------------------------------------- (Title of Class of Securities) 232860106 -------------------------------------------------------------------------------- (CUSIP Number) L. Russell Mitten Secretary Citizens Communications Company 3 High Ridge Park Stamford, CT 06905 (203) 614-5600 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 6, 2004 -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. * 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 disclosures provided in the cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purposes 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). (Continued on following pages) 2 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) Citizens Communications Company 06-0619596 -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP a) [ ] b) [X] -------------------------------------------------------------------------------- 3. SEC USE ONLY -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS WC -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware -------------------------------------------------------------------------------- 7. SOLE VOTING POWER 1,333,500 NUMBER OF SHARES -------------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY EACH REPORTING None. PERSON WITH: -------------------------------------------------------- 9. SOLE DISPOSITIVE POWER 1,333,500 -------------------------------------------------------- 10. SHARED DISPOSITIVE POWER None. -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,333,500 -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.57% -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO -------------------------------------------------------------------------------- 3 Amendment No. 1 to Statement on Schedule 13D This Amendment No. 1 to Statement on Schedule 13D relates to the beneficial ownership of common stock, par value $0.16 per share (the "Common Stock"), of D&E Communications, Inc., a Pennsylvania corporation (the "Company"). This Amendment No. 1 to Schedule 13D is being filed by Citizens Communications Company, a Delaware corporation (the "Reporting Person"), and amends and supplements the Schedule 13D filed by the Reporting Person on January 12, 1998. ITEM 2. IDENTITY AND BACKGROUND. Item 2 is hereby amended and restated as follows: (a), (b), (c) and (f) Name of Reporting Person: Citizens Communications Company State of Incorporation: Delaware Principal Business: Citizens Communications Company provides, directly or through its subsidiaries, (i) wireline communications services to rural areas and small and medium-sized towns and cities as an incumbent local exchange carrier and (ii) competitive local exchange carrier services to business customers and to other communications carriers in certain metropolitan areas in the western United States. Address of Principal Business: 3 High Ridge Park, Stamford, CT 06905 Address of Principal Office: 3 High Ridge Park, Stamford, CT 06905 The names, business addresses and principal occupations of the executive officers and directors of the Reporting Person, all of whom are United States citizens, are set forth in Schedule I hereto and are incorporated herein by reference. The Reporting Person's wholly owned subsidiary Southwestern Investments, Inc. (a Nevada Corporation) ("Southwestern") entered into an agreement with the Company on November 3, 1997 providing for the acquisition of up to 1,300,000 to be issued shares of Common Stock at a formula derived price per share, a copy of which was filed as Exhibit A to the Reporting Person's Schedule 13D. Southwestern has since been merged with and into the Reporting Person with the Reporting Person surviving such merger. (d) - (e) During the last five years, neither the Reporting Person nor, to the knowledge of the Reporting Person, any of the executive officers or directors of the Reporting Person have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 is hereby amended and supplemented by the addition of the following paragraph preceding the paragraph that currently appears in Item 3: 4 Since the filing of the original Schedule 13D, the Reporting Person has made additional open market purchases as described below. The total amount required to purchase such shares of Common Stock of the Issuer was furnished from the working capital of the Reporting Person. Date Price Number of Shares ---- ----- ---------------- 12/8/1998 14.11 11,000 12/11/1998 14.00 5,000 12/15/1998 14.00 5,000 12/18/1998 14.00 2,000 12/23/1998 14.00 5,000 12/29/1998 13.63 2,000 5/5/2000 20.06 2,500 6/5/2000 20.06 1,000 ITEM 4. PURPOSE OF TRANSACTION. Item 4 is hereby amended and restated as follows: The Reporting Person holds the Common Stock described in Item 5 of this Schedule 13D for investment purposes only. The Reporting Person intends to review its investment in the Company on a continuing basis and, depending upon the price and availability of shares of Common Stock, subsequent developments affecting the Company, the Company's business and prospects, other investment and business opportunities available to the Reporting Person, general stock market and economic conditions, tax considerations and other factors considered relevant, may decide at any time to decrease the size of its investment in the Company. The Reporting Person and the Company have entered into discussions regarding a transaction pursuant to which the Company would purchase from the Reporting Person the Common Stock held by the Reporting Person at a price per share equal to $10.00 and on other terms and conditions to be determined. Except as set forth above in this statement, none of the Reporting Persons has any present plans or proposals that relate to or would result in: (i) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (iii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (iv) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (v) any material change in the present capitalization or dividend policy of the Company; (vi) any other material change in the Company's business or corporate structure; (vii) changes in the Company's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (viii) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (ix) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (x) any action similar to any of those enumerated above. 5 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is hereby amended and restated in its entirety as follows: (a) and (b) The approximate percentages of shares of Common Stock reported as beneficially owned by the Reporting Person is based upon 15,561,331 shares of Common Stock outstanding as of April 30, 2004, as reported in the Company's quarterly report on Form 10-Q for the quarterly period ended March 31, 2004. Please see Items 7, 8, 9, 10, 11, and 13 of the cover sheet for the Reporting Person. To the knowledge of the Reporting Person, none of the persons listed in Schedule I owns any shares of Common Stock. (c) The Reporting Person has not effected any transaction in the Common Stock during the past 60 days. To the knowledge of the Reporting Person, none of the persons listed in Schedule I has effected any transaction in the Common Stock during the past 60 days. (d) Except as set forth in this Item 5, no person other than each respective record owner referred to herein of securities is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities. (e) Not applicable. 6 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. Dated: August 9, 2004 CITIZENS COMMUNICATIONS COMPANY By: /s/ Robert J. Larson ------------------------------------- Name: Robert J. Larson Title: Senior Vice President and Chief Accounting Officer 7

SCHEDULE I ---------- The names, addresses and principal occupations of each of the executive officers and directors of Citizens Communications Company are listed below. NAME AND ADDRESSES PRINCIPAL OCCUPATION ------------------ -------------------- Directors: --------- Aaron I. Fleischman Senior Partner c/o Citizens Communication Company Fleischman and Walsh, LLP 3 High Ridge Road Stamford, CT 06905 Stanley Harfenist Retired c/o Citizens Communication Company 3 High Ridge Road Stamford, CT 06905 Andrew N. Heine Private Investor c/o Citizens Communication Company 3 High Ridge Road Stamford, CT 06905 John L. Schroeder President, Pinecrest Management, LLC c/o Citizens Communication Company 3 High Ridge Road Stamford, CT 06905 Edwin Tornberg President and Director, c/o Citizens Communication Company Edwin Tornberg & Company 3 High Ridge Road Stamford, CT 06905 Claire Tow President c/o Citizens Communication Company The Tow Foundation 3 High Ridge Road Stamford, CT 06905 8 NAME AND ADDRESSES PRINCIPAL OCCUPATION ------------------ -------------------- Leonard Tow Chairman of the Board, c/o Citizens Communication Company Citizens Communications Company 3 High Ridge Road Stamford, CT 06905 Robert A. Stanger Chairman, c/o Citizens Communication Company Robert A. Stanger & Company 3 High Ridge Road Stamford, CT 06905 William M. Kraus Retired c/o Citizens Communication Company 3 High Ridge Road Stamford, CT 06905 David H. Ward Chief Financial Officer, c/o Citizens Communication Company Voltarc Technologies, Inc. 3 High Ridge Road Stamford, CT 06905 Rudy J. Graf Acting Chief Executive Officer c/o Citizens Communication Company 3 High Ridge Road Stamford, CT 06905 Executive Officers: ------------------ Donald B. Armour Senior Vice President, Finance and Treasurer Citizens Communications Company 3 High Ridge Park Stamford, CT 06905 John H. Casey III President and Chief Operating Officer of the ILEC Citizens Communications Company Sector and Executive Vice President 3 High Ridge Park Stamford, CT 06905 9 NAME AND ADDRESSES PRINCIPAL OCCUPATION ------------------ -------------------- Jerry Elliott Executive Vice President and Chief Financial Officer Citizens Communications Company 3 High Ridge Park Stamford, CT 06905 Jean M. DiSturco Senior Vice President, Human Resources Citizens Communications Company 3 High Ridge Park Stamford, CT 06905 Michael G. Harris Senior Vice President, Engineering and New Technology Citizens Communications Company 3 High Ridge Park Stamford, CT 06905 Dean Jackson Senior Vice President, Business Support Services Citizens Communications Company 3 High Ridge Park Stamford, CT 06905 Robert J. Larson Senior Vice President and Chief Accounting Officer Citizens Communications Company 3 High Ridge Park Stamford, CT 06905 L. Russell Mitten Senior Vice President, General Counsel and Secretary Citizens Communications Company 3 High Ridge Park Stamford, CT 06905 Daniel J. McCarthy Senior Vice President Broadband Operations, President Citizens Communication Company and COO Electric Lightwave and President 3 High Ridge Road Stamford, CT 06905