-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Te9ot3/SKpIdy72EGwkU7JPzDsqXu2DvoOI2SzmKfye9cHVrSSRtZOSfow7Dqq/x uGkwG4xCFLGneeAT6cerOQ== 0000950115-99-000192.txt : 19990217 0000950115-99-000192.hdr.sgml : 19990217 ACCESSION NUMBER: 0000950115-99-000192 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990216 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 13G/A SEC ACT: SEC FILE NUMBER: 005-50547 FILM NUMBER: 99541024 BUSINESS ADDRESS: STREET 1: BROSSMAN BUSINESS COMPLEX STREET 2: 124 EAST MAIN ST CITY: EPHRATA STATE: PA ZIP: 17522 BUSINESS PHONE: 7177334101 MAIL ADDRESS: STREET 1: BROSSMAN BUSINESS COMPLEX STREET 2: 124 EAST MAIN STREET CITY: EPHRATA STATE: PA ZIP: 17522 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SWEIGART ANNE B CENTRAL INDEX KEY: 0000939839 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 180015107 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 207 EAST MAIN ST CITY: EPHRATA STATE: PA ZIP: 17222 BUSINESS PHONE: 7177388222 MAIL ADDRESS: STREET 1: 207 EAST MAIN ST CITY: EPHRATA STATE: PA ZIP: 17222 SC 13G/A 1 SCHEDULE 13G/A 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 -------------------------------------- (Title of Class of Securities) 232860106 -------------- (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). 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 (See Instructions) (a) [ ] (b) [ X ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 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 -------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 38,777 - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 345,843 - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES X CERTAIN SHARES (SEE INSTRUCTIONS) - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.7% - -------------------------------------------------------------------------------- 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 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. -2- 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 -3- (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 -4- 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 -5- 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 - --------------------------------------------- Date /s/ Anne B. Sweigart - --------------------------------------------- Signature President and Chief Executive Officer - --------------------------------------------- Title -----END PRIVACY-ENHANCED MESSAGE-----