UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D/A
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
D&E Communications, Inc.
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(Name of Issuer)
Common Stock, $0.16 par value per share
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(Title of Class of Securities)
232860106
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(CUSIP Number)
L. Russell Mitten
Secretary
Citizens Communications Company
3 High Ridge Park
Stamford, CT 06905
(203) 614-5600
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 6, 2004
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(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)
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
Citizens Communications Company
06-0619596
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP a) [ ]
b) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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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
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10. SHARED DISPOSITIVE POWER
None.
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,333,500
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.57%
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14. TYPE OF REPORTING PERSON
CO
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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.
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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.
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Signature
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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
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Name: Robert J. Larson
Title: Senior Vice President and
Chief Accounting Officer
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SCHEDULE I
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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
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Directors:
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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
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NAME AND ADDRESSES PRINCIPAL OCCUPATION
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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:
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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
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NAME AND ADDRESSES PRINCIPAL OCCUPATION
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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
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