0001043039-05-000006.txt : 20120705 0001043039-05-000006.hdr.sgml : 20120704 20050204101321 ACCESSION NUMBER: 0001043039-05-000006 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050204 DATE AS OF CHANGE: 20050204 GROUP MEMBERS: ANNE B. SWEIGART GROUP MEMBERS: JAMES E. BRUBAKER GROUP MEMBERS: JOHN AMOS GROUP MEMBERS: ROBERT M. LAUMAN GROUP MEMBERS: W. GARTH SPRECHER 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-50547 FILM NUMBER: 05575403 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: 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 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 SC 13G 1 de13g.htm SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Act of 1934

(AMENDMENT NO. 10)

D & E Communications, Inc.

(Name of Issuer)

Common Stock, par value $0.16 per share

(Title of Class of Securities)

232860106

(CUSIP Number)

December 31, 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 Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  [ X ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Section 240.13d-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 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).

SCHEDULE 13G

  1. Names of Reporting Persons

    2.      S.S. OR I.R.S. Identification No. of above persons

         The D & E Communications, Inc. Voting Trust f/k/a Denver and Ephrata Telephone and Telegraph Company Voting Trust, created pursuant to that certain Voting Trust Agreement dated as of November 19, 1992, amended as of December 31, 1995, and as further amended as of November 18, 2002.

         IRS Identification Number: 23-6564795

  2. Check the appropriate box if a member of a group*

    3.      (a)  [     ]

         (b)  [ X ]

  3. SEC use only

    4.                                                                                                                                             

  4. Source of Funds

  5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) OR 2(e)

  6. Citizenship or Place of Organization

    7.      Pennsylvania

  7. Number of Shares Beneficially Owned by Each Reporting Person with Sole Voting Power

    8.      2,160,610 shares

  8. Number Of Shares Beneficially Owned by Each Reporting Person with Shared Voting Power

    9.      -0-

  9. Number of Shares Beneficially Owned By Each Reporting Person with Sole Dispositive Power

    10.      -0-

  10. Number of Shares Beneficially Owned by Each Reporting Person with Shared Dispositive Power

    11.      -0-

  11. Aggregate Amount Beneficially Owned by Each Reporting Person

    12.      2,160,610 shares

  12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*

    13.      [     ]

  13. Percent of Class Represented by Amount in Row (11)

    14.      15.1%

  14. Type of Reporting Person*

    15.      00

  15. Names of Reporting Persons

    16.      S.S. OR I.R.S. Identification No. of above persons

         Anne B. Sweigart as voting trustee of the D & E Communications, Inc. Voting Trust f/k/a Denver and Ephrata Telephone and Telegraph Company Voting Trust, created pursuant to that certain Voting Trust Agreement dated as of November 19, 1992, amended as of December 31, 1995, and as further amended as of November 18, 2002.

  16. Check the Appropriate Box if A Member of A Group*

    17.      (a)  [     ]

         (b)  [ X ]

  17. SEC use only

    18.                                                                                                                                             

  18. Source of Funds

  19. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

  20. Citizenship or Place of Organization

    21.      United States

  21. Number of Shares Beneficially Owned by each Reporting Person with Sole Voting Power

    22.      19,391

  22. Number of Shares Beneficially Owned by Each Reporting Person with Shared Voting Power

    23.      2,160,610

  23. Number of Shares Beneficially Owned by Each Reporting Person with Sole Dispositive Power

    24.      392,975

  24. Number Of Shares Beneficially Owned By Each Reporting Person with Shared Dispositive Power

    25.      36,898

  25. Aggregate Amount Beneficially Owned By Each Reporting Person

    26.      429,873 shares

  26. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*

    27.      [ X ]

  27. Percent of Class Represented by Amount in Row (11)

    28.      3.0%

  28. Type of Reporting Person*

    29.      IN

              *Each voting trustee who is also an officer or director has the right to retain 300 shares in his or her own name outside of the Voting Trust and also retains the right to vote all shares held in their individual names in a company stock plan, such as the Issuer's Employee Stock Purchase Plan, Employee Stock Ownership Plan, or Dividend Reinvestment Plan.

  29. Names of Reporting Persons

    30.      S.S. OR I.R.S. Identification No. of above persons

         James E. Brubaker, as voting trustee of the D & E Communications, Inc. Voting Trust f/k/a Denver and Ephrata Telephone and Telegraph Company Voting Trust, created pursuant to that certain Voting Trust Agreement dated as of November 19, 1992, amended as of December 31, 1995, and as further amended as of November 18, 2002.

  30. Check The Appropriate Box if a Member of a Group*

    31.      (a)  [     ]

         (b)  [ X ]

  31. SEC use only

    32.                                                                                                                                             

  32. Source of Funds

  33. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

  34. Citizenship or Place of Organization

    35.      United States

  35. Number of Shares Beneficially Owned by each Reporting Person with Sole Voting Power

    36.      -0-

  36. Number of Shares Beneficially Owned by each Reporting Person with Shared Voting Power

    37.      2,160,610

  37. Number of Shares Beneficially Owned by each Reporting Person with Sole Dispositive Power

    38.      595

  38. Number of Shares Beneficially Owned by Each Reporting Person with Shared Dispositive Power

    39.      0

  39. Aggregate Amount Beneficially Owned by Each Reporting Person

    40.      595

  40. Check Box if The Aggregate Amount in Row (11) Excludes Certain Shares*

    41.      [ X ]

  41. Percent of Class Represented by Amount in Row (11)

    42.      less than 1%

  42. Type of Reporting Person*

    43.      IN

              * Each voting trustee who is also an officer or director has the right to retain 300 shares in his or her own name outside of the Voting Trust and also retains the right to vote all shares held in their individual names in a company stock plan, such as the Issuer's Employee Stock Purchase Plan, Employee Stock Ownership Plan, or Dividend Reinvestment Plan.

  43. Names of Reporting Persons

    44.      S.S. OR I.R.S. Identification No. of above persons

         W. Garth Sprecher as voting trustee of the D & E Communications, Inc. Voting Trust f/k/a Denver and Ephrata Telephone and Telegraph Company Voting Trust, created pursuant to that certain Voting Trust Agreement dated as of November 19, 1992, amended as of December 31, 1995, and as further amended as of November 18, 2002.

  44. Check the Appropriate Box if a Member of a Group*

    45.      (a)  [     ]

         (b)  [ X ]

  45. SEC use only

    46.                                                                                                                                             

  46. Source of Funds

  47. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

  48. Citizenship or Place of Organization

    49.      United States

  49. Number of Shares Beneficially Owned by each Reporting Person with Sole Voting Power

    50.      31021

  50. Number of Shares Beneficially Owned by each Reporting Person with Shared Voting Power

    51.      2,160,6101

  51. Number of Shares Beneficially Owned by each Reporting Person with Sole Dispositive Power

    52.      1059791

  52. Number of Shares Beneficially Owned by Each Reporting Person with Shared Dispositive Power

    53.      12,693

  53. Aggregate Amount Beneficially Owned by Each Reporting Person

    54.      118,672

  54. Check Box if The Aggregate Amount in Row (11) Excludes Certain Shares*

    55.      [ X ]

  55. Percent of Class Represented by Amount in Row (11)

    56.      0.8%

  56. Type of Reporting Person*

    57.      IN

              * Each voting trustee who is also an officer or director has the right to retain 300 shares in his or her own name outside of the Voting Trust and also retains the right to vote all shares held in their individual names in a company stock plan, such as the Issuer's Employee Stock Purchase Plan, Employee Stock Ownership Plan, or Dividend Reinvestment Plan.

  57. Names of Reporting Persons

    58.      S.S. OR I.R.S. Identification No. of above persons

         Robert M. Lauman as voting trustee of the D & E Communications, Inc. Voting Trust f/k/a Denver and Ephrata Telephone and Telegraph Company Voting Trust, created pursuant to that certain Voting Trust Agreement dated as of November 19, 1992, amended as of December 31, 1995, and as further amended as of November 18, 2002.

  58. Check the Appropriate Box if a Member of a Group*

    59.      (a)  [     ]

         (b)  [ X ]

  59. SEC use only

    60.                                                                                                                                             

  60. Source of Funds

  61. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

  62. Citizenship or Place of Organization

    63.      United States

  63. Number of Shares Beneficially Owned by each Reporting Person with Sole Voting Power

    64.      26,2842

  64. Number of Shares Beneficially Owned by each Reporting Person with Shared Voting Power

    65.      2,160,6102

  65. Number of Shares Beneficially Owned by each Reporting Person with Sole Dispositive Power

    66.      88,6242

  66. Number of Shares Beneficially Owned by Each Reporting Person with Shared Dispositive Power

    67.      -0-

  67. Aggregate Amount Beneficially Owned by Each Reporting Person

    68.      88,624

  68. Check Box if The Aggregate Amount in Row (11) Excludes Certain Shares*

    69.      [ X ]

  69. Percent of Class Represented by Amount in Row (11)

    70.      0.6%

  70. Type of Reporting Person*

    71.      IN

              * Each voting trustee who is also an officer or director has the right to retain 300 shares in his or her own name outside of the Voting Trust and also retains the right to vote all shares held in their individual names in a company stock plan, such as the Issuer's Employee Stock Purchase Plan, Employee Stock Ownership Plan, or Dividend Reinvestment Plan.

  71. Names of Reporting Persons

    72.      S.S. OR I.R.S. Identification No. of above persons

         John Amos as voting trustee of the D & E Communications, Inc. Voting Trust f/k/a Denver and Ephrata Telephone and Telegraph Company Voting Trust, created pursuant to that certain Voting Trust Agreement dated as of November 19, 1992, amended as of December 31, 1995, and as further amended as of November 18, 2002.

  72. Check the Appropriate Box if a Member of a Group*

    73.      (a)  [     ]

         (b)  [ X ]

  73. SEC use only

    74.                                                                                                                                             

  74. Source of Funds

  75. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

  76. Citizenship or Place of Organization

    77.      United States

  77. Number of Shares Beneficially Owned by each Reporting Person with Sole Voting Power

    78.      63,150

  78. Number of Shares Beneficially Owned by each Reporting Person with Shared Voting Power

    79.      2,160,610

  79. Number of Shares Beneficially Owned by each Reporting Person with Sole Dispositive Power

    80.      63,150

  80. Number of Shares Beneficially Owned by Each Reporting Person with Shared Dispositive Power

    81.      65,709

  81. Aggregate Amount Beneficially Owned by Each Reporting Person

    82.      128,859 shares

  82. Check Box if The Aggregate Amount in Row (11) Excludes Certain Shares*

    83.      [ X ]

  83. Percent of Class Represented by Amount in Row (11)

    84.      0.9%

  84. Type of Reporting Person*

     IN

          * Each voting trustee who is also an officer or director has the right to retain 300 shares in his or her own name outside of the Voting Trust and also retains the right to vote all shares held in their individual names in a company stock plan, such as the Issuer's Employee Stock Purchase Plan, Employee Stock Ownership Plan, or Dividend Reinvestment Plan.

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, Pennsylvania 17522-0458

Item 2(a).  Name of Person Filing: The D & E Communications, Inc. Voting Trust, created pursuant to that certain Voting Trust Agreement dated as of November 19, 1992, amended as of December 31, 1995, and as further amended as of November 18, 2002.

Item 2(b).  Address of Principal Business Office or, if None, Residence:
                   c/o Voting Trust, P.O. Box 458, Ephrata,
                   Pennsylvania 17522-0458

Item 2(c).  Citizenship:  Pennsylvania

Item 2(d).  Title of Class of Securities:  Common Stock, par value $0.16 per share

Item 2(e).  CUSIP Number:  232860106

Item 3.  Source and Amount of Funds or Other Consideration

Item 4.  Purpose of Transaction.

Item 4.  Ownership.

          (a)  Amount Beneficially Owned:  2,160,610 shares.

          (b)  Percent of Class:  15.1%

          (c)  Number of shares as to which such person has:

               (i)  sole power to vote or to direct the vote:  -0-

               (ii)  shares shared power to vote or to direct the vote:  2,160,610 shares

     Certain shareholders of the issuer are party to the Voting Trust.  The Voting Trust, through its trustees, has the right to exercise sole voting power with respect to the shares subject to the Voting Trust on all matters submitted to the issuer's shareholders for a vote. By its terms, the Voting Trust expires November 19, 2007. Each reporting person is one of five trustees of the Voting Trust and therefore exercises shared voting power with respect to the shares held by the Voting Trust.  No reporting person alone, as a trustee, is able to direct the vote of the Voting Trust.  Each reporting person, as a trustee of the Voting Trust, disclaims beneficial ownership of the Voting Trust shares over which he or she has shared voting power, except with respect to the shares over which he or she, as the beneficial owner, has sole investment power in his or her individual capacity as shareholder.

               (iii)  sole power to dispose or to direct the deposition of:  -0- shares

               (iv)  shared power to dispose or to direct the deposition of:  -0- shares

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of Issuer

          Not applicable.

Item 8.  Material to Be Filed As Exhibits.

          Not applicable.

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.

Date:  February 4, 2005

THE D & E COMMUNICATIONS, INC. VOTING TRUST

By: /s/  W. Garth Sprecher                                                            

      W. Garth Sprecher

      Voting Trustee

1 Includes 1,999 units held in the Company's 401(k) Plan.

2 Includes 1,899 units held in the Company's 401(k) Plan.