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. 2)*
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 10, 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)
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
None.
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NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH 8. SHARED VOTING POWER
REPORTING PERSON WITH: None.
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9. SOLE DISPOSITIVE POWER
None.
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10. SHARED DISPOSITIVE POWER
None.
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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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)
0.0%
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14. TYPE OF REPORTING PERSON
CO
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Amendment No. 2 to
Statement on Schedule 13D
This Amendment No. 2 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. 2 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,
as amended by Amendment No. 1 thereto filed August 9, 2004.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended and restated as follows:
The Reporting Person held the Common Stock described in Item 5 of this
Schedule 13D for investment purposes only.
In August, 2004, the Reporting Person and the Company 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.
On August 10, 2004 the Reporting Person sold all 1,333,500 shares of the
Common Stock held by it to the Company at a price per share equal to $10.00.
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.
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) Except as set forth in Item 4 above, 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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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
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Item 6 is hereby amended and restated in its entirety as follows:
Except for the Agreements attached hereto as Exhibits A and B, there are no
contracts, arrangements, understandings or relationships with respect to the
securities of the Company between the Reporting Person and any other person. To
the best knowledge of the Reporting Person, there are no contracts,
arrangements, understandings or relationships with respect to the securities of
the Company between the any of the persons listed on Schedule I and any other
person.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended and restated in its entirety as follows:
Exhibit A Stock Acquisition Agreement between D&E Communications, Inc. and
Southwestern Investments, Inc. dated November 3, 1997.
Exhibit B Stock Purchase Agreement, dated as of August 10, 2004, by and
between D&E Communications, Inc. and Citizens Communications
Company, successor to Southwestern Investments, Inc.
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: September 20, 2004
CITIZENS COMMUNICATIONS COMPANY
By: /s/ Robert J. Larson
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Name: Robert J. Larson
Title: Senoir Vice President and
Chief Accounting Officer
INDEX TO EXHIBITS
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Exhibit A Stock Acquisition Agreement between D&E Communications, Inc. and
Southwestern Investments, Inc. dated November 3, 1997 (filed as
Exhibit A to the Schedule 13D filed by the Reporting Person on
January 12, 1998).
Exhibit B Stock Purchase Agreement, dated as of August 10, 2004, by and
between D&E Communications, Inc. and Citizens Communications
Company, successor to Southwestern Investments, Inc. (filed
herewith)
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 Communications Company Fleischman and Walsh, LLP
3 High Ridge Road
Stamford, CT 06905
Stanley Harfenist Retired
c/o Citizens Communications Company
3 High Ridge Road
Stamford, CT 06905
Andrew N. Heine Private Investor
c/o Citizens Communications Company
3 High Ridge Road
Stamford, CT 06905
John L. Schroeder President, Pinecrest Management, LLC
c/o Citizens Communications Company
3 High Ridge Road
Stamford, CT 06905
Edwin Tornberg President and Director,
c/o Citizens Communications Company Edwin Tornberg & Company
3 High Ridge Road
Stamford, CT 06905
Claire Tow President
c/o Citizens Communications Company The Tow Foundation
3 High Ridge Road
Stamford, CT 06905
Leonard Tow Chairman of the Board,
c/o Citizens Communications Company Citizens Communications Company
3 High Ridge Road
Stamford, CT 06905
Robert A. Stanger Chairman,
c/o Citizens Communications Company Robert A. Stanger & Company
3 High Ridge Road
Stamford, CT 06905
William M. Kraus Retired
c/o Citizens Communications Company
3 High Ridge Road
Stamford, CT 06905
David H. Ward Chief Financial Officer,
c/o Citizens Communications Company Voltarc Technologies, Inc.
3 High Ridge Road
Stamford, CT 06905
Rudy J. Graf Acting Chief Executive Officer
c/o Citizens Communications Company
3 High Ridge Road
Stamford, CT 06905
Executive Officers:
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Donald B. Armour Senior Vice President, Finance
Citizens Communications Company and Treasurer
3 High Ridge Park
Stamford, CT 06905
John H. Casey III President and Chief Operating
Citizens Communications Company Officer of the ILEC Sector and
3 High Ridge Park Executive Vice President
Stamford, CT 06905
Jerry Elliott Executive Vice President and
Citizens Communications Company Chief Financial Officer
3 High Ridge Park
Stamford, CT 06905
Jean M. DiSturco Senior Vice President, Human
Citizens Communications Company Resources
3 High Ridge Park
Stamford, CT 06905
Michael G. Harris Senior Vice President,
Citizens Communications Company Engineering and New Technology
3 High Ridge Park
Stamford, CT 06905
Dean Jackson Senior Vice President, Business
Citizens Communications Company Support Services
3 High Ridge Park
Stamford, CT 06905
Robert J. Larson Senior Vice President and
Citizens Communications Company Chief Accounting Officer
3 High Ridge Park
Stamford, CT 06905
L. Russell Mitten Senior Vice President, General
Citizens Communications Company Counsel and Secretary
3 High Ridge Park
Stamford, CT 06905
Daniel J. McCarthy Senior Vice President Broadband
Citizens Communications Company Operations, President and COO
3 High Ridge Road Electric Lightwave
Stamford, CT 06905
EXHIBIT B
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STOCK PURCHASE AGREEMENT
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THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made as of the 10th day
of August, 2004, by and between D&E Communications, Inc. (the "Buyer") and
Citizens Communications Company, successor by merger to Southwestern
Investments, Inc. (the "Seller").
BACKGROUND:
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Seller owns 1,333,500 shares of capital stock of Buyer (collectively the
"Stock"). 1,300,000 shares of the Stock are held in certificated form (the
"Certificated Stock") and 33,500 shares of the Stock are held in book entry form
(the "Book-Entry Stock"). Seller desires to sell and Buyer desires to purchase
all of the Stock on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the representations, warranties,
promises, covenants and agreements hereinafter contained and intending to be
legally bound, the parties hereby agree as follows:
I. Purchase and Sale.
A. On the Certificate Closing Date, Seller shall sell, transfer, assign,
convey, and deliver to the Buyer, and the Buyer shall purchase, accept, and
acquire from the Seller, all of the Certificated Stock, free and clear of any
and all liens, encumbrances, pledges, security interests, or defects in title.
The purchase price for the Stock shall be $10.00 per share (the "Purchase
Price") and shall be paid in immediately available funds on the Closing Date. On
the Closing Date, Seller shall deliver to Buyer certificates for the
Certificated Stock, duly endorsed (or accompanied by duly executed stock
powers).
B. As soon as practicable, Seller shall take such steps as are required so
as to hold the Book-Entry Stock in certificated form, and promptly upon
completion of such steps (but in no event later than the Book-Entry Closing
Date) Seller shall sell, transfer, assign, convey, and deliver to the Buyer, and
the Buyer shall purchase, accept and acquire from the Seller, all of the
Book-Entry Stock (in certificated form), free and clear of any and all liens,
encumbrances, pledges, security interests, or defects in title, at the Purchase
Price, which shall be paid in immediately available funds on the Book Entry
Closing Date.
C. The Certificate Closing Date shall be on or before August 16, 2004. The
Book-Entry Closing Date shall be on or before August 31, 2004 (each of the
Certificate Closing Date and the Book-Entry Closing Date, a "Closing Date")
II. Representations and Warranties.
A. The Seller and Buyer (each, a "Representing Party") each hereby
represent and warrant to the other, as of the date of this Agreement and as of
each Closing Date, as follows:
1. The Representing Party is duly incorporated and organized and is validly
existing and in good standing under the laws of its jurisdiction of
incorporation and has all requisite corporate power and authority to own and
operate its properties and to carry on its business as now being conducted. This
Agreement has been duly executed and delivered by the Representing Party and
constitutes a legal, valid and binding obligation of the Representing Party.
2. The execution and delivery of this Agreement and the compliance with its
terms will not violate the Representing Party's organizational documents or any
agreement to which the Representing Party is a party; nor will such actions
violate, create a breach of, constitute a default under, or prevent the
Representing Party from fulfilling any of its obligations under, any law,
agreement, commitment, instrument, order, judgment or decree to which it is
subject or by which it is bound; nor will such actions cause the acceleration of
any obligation of the Representing Party.
3. The Representing Party is not obligated for the payment of any finder's
fees or broker's fees in connection with the origination, negotiation,
execution, or consummation of this Agreement.
B. Seller hereby represents and warrants to Buyer, as of the date of this
Agreement, the Seller is the owner, free and clear of any encumbrances, of all
of the Stock.
III. Cooperation. The Seller will cooperate with and provide such further
assurances to the Buyer as are reasonably necessary or requested to perfect (of
record or otherwise) and effectively vest the Buyer's title to or interest in
the Stock and aid in the prosecution, defense, or other action regarding
litigation of any rights arising therefrom or affecting the same.
IV. Termination of Prior Agreement. That certain Stock Acquisition Agreement,
dated November 3, 1997, between Buyer and Seller shall be terminated on the last
of the Closing Dates to occur, and from and after the date thereof, shall be of
no further force or effect.
V. Miscellaneous.
A. This Agreement shall constitute the entire agreement between the parties
with respect to the subject matter hereof and shall supersede all previous oral
or written negotiations, commitments, and understandings with respect to the
subject matter of this Agreement. This Agreement shall be amended, modified, or
supplemented only by an instrument in writing executed by all of the parties to
this Agreement. This Agreement may not be assigned by any party without the
prior written consent of the other parties. This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective
successors, trustees and permitted assigns.
B. This Agreement shall be governed by and construed in accordance with the
laws of the Commonwealth of Pennsylvania (other than the choice of law
principles thereof). Any claim, action, suit or other proceeding initiated under
or in connection with this Agreement may be asserted, brought, prosecuted and
maintained only in any federal or state court in the Commonwealth of
Pennsylvania having jurisdiction over the subject matter thereof, and the
parties hereto hereby waive any and all rights to object to the laying of venue
in any such court and to any right to claim that any such court may be an
inconvenient forum. The parties hereto hereby submit themselves to the
jurisdiction of each such court. Process in any action or proceeding referred to
in this paragraph may be served on any party anywhere in the world.
C. Each party will pay all expenses incurred by or on behalf of it in
connection with the authorization, preparation, execution, and performance of
this Agreement including, but not limited to, all fees and expenses of agents,
representatives, counsel, and accountants.
D. The maxim of construction that a document will be construed against the
drafter thereof shall not be applied in the interpretation of this Agreement.
The section headings contained herein are for reference purposes only and will
not in any way affect the meaning or interpretation of this Agreement. Unless
the contrary clearly appears from the context, for purposes of this Agreement
the singular number includes the plural number and vice versa; and each gender
includes the other genders.
E. The rights and remedies of the parties to this Agreement are cumulative
and not alternative. Neither the failure nor any delay by any party in
exercising any right, power or privilege under this Agreement will operate as a
waiver of such right, power or privilege, and no single or partial exercise of
any such right, power or privilege will preclude any other or further exercise
of such right, power or privilege or the exercise of any other right, power or
privilege. To the maximum extent permitted by applicable law, (a) no claim or
right arising out of this Agreement can be discharged by one party, in whole or
in part, by a waiver or renunciation of the claim or right unless in writing
signed by the other party; (b) no waiver that may be given by a party will be
applicable except in the specific instance for which it is given; and (c) no
notice to or demand on one party will be deemed to be a waiver of any obligation
of such party or of the right of the party giving such notice or demand to take
further action without notice or demand as provided in this Agreement.
F. If any provision of this Agreement shall be held invalid or
unenforceable by any court of competent jurisdiction or as a result of future
legislative action, such holding or action shall be strictly construed and shall
not affect the validity or effect of any other provision hereof.
G. This Agreement may be executed in multiple counterparts, each of which
shall be deemed an original, and all of which together shall constitute one of
the same instrument.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the day and year first above written.
Attest: CITIZENS COMMUNICATIONS COMPANY
/s/ Virginia Coogle By: /s/ Donald B. Armour
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Attest: D&E COMMUNICATIONS, INC.
/s/ Sherry Youndt By: /s/ Garth Sprecher
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