WARWICK VALLEY TELEPHONE COMPANY
49 Main Street
Warwick, New York 10990
NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS
Notice is hereby given that the Annual Meeting of Shareholders of
Warwick Valley Telephone Company will be held at 2:00 p.m. on Friday,
April 28, 1995, at the Company's office at 49 Main Street, Warwick, New
York, for the following purposes:
I. To fix the number of Directors at nine until the next Annual Meeting, to
elect three Directors in Class II, and one Director in Class III;
II. To approve the selection of Auditors for the year ending December 31,
1995; and
III. To transact such other business as may properly be brought before the
Meeting or any adjournment thereof.
The holders of the Common Stock of the Company of record at the close of
business on March 31, 1995 will be entitled to vote on each of the above
matters.
By the order of the Board of Directors
P.S. Demarest, Secretary
April 14, 1995
IMPORTANT
You are cordially invited to attend the meeting in person.
Even if you plan to be present, you are urged to SIGN, DATE, AND
MAIL the enclosed proxy promptly.
If you attend the meeting, you can vote either in person or by your
proxy. All shares represented by valid proxies received prior to the meeting,
pursuant to this solicitation, and not revoked before they are exercised,
will be voted.
PROXY STATEMENT
Annual Meeting of Shareholders
Warwick Valley Telephone Company
April 14, 1995
This statement is furnished in connection with a solicitation of proxies
by the Board of Directors of Warwick Valley Telephone Company (the
"Company"), 49 Main Street, Warwick, New York 10990, to be used at the
Annual Meeting of Shareholders of the Company to be held at 2:00 p.m. on
Friday, April 28, 1995, at its offices at 49 Main Street, Warwick, New York,
and at any adjournment thereof, for the purposes set forth in the foregoing
notice of meeting. Properly executed proxies received in time for the meeting
will be voted in the manner set forth herein unless specifically otherwise
directed by the shareholder, in which case they will be voted as directed.
If the enclosed form of proxy is executed and returned, it may nevertheless be
revoked at any time by delivering notice of revocation or a duly executed
proxy bearing a later date to the Secretary of the Company before the proxy
is voted.
At the close of business on March 31, 1995, the Company had outstanding
613,463 shares of Common Stock, without par value (the "Common Stock), and
the then holders of record thereof will be entitled to one vote for each
share so held by them on each of the matters to be considered at the meeting
or any adjournment thereof.
The Annual Report to Shareholders for the fiscal year ended December
31, 1994, including financial statements, was mailed together with this Proxy
Statement to all shareholders. Such report is not a part of the proxy
soliciting material. The Company will furnish without charge to any of its
shareholders upon such shareholder's written request, a copy of the Company's
Annual Report to the Securities and Exchange Commission on Form 10-K,
including the financial statements and financial statement schedules, but
without the other exhibits attached thereto. Requests for such copies should be
directed to Philip S. Demarest, Warwick Valley Telephone Company, 49 Main
Street, Warwick, New York 10990.
The Company will bear the cost of solicitation of proxies. In addition
to the use of the mails, proxies may be solicited by officers, directors and
regular employees of the Company personally, by telephone or telegraph.
I. ELECTION OF DIRECTORS
The Company's By-Laws provide that the Board shall be divided into
three classes of at least three Directors each. Such classes are designated
"Class I", "Class II" and "Class III". The Directors in each Class are
elected in alternating years for three-year terms. At this Annual Meeting,
the number of Directors will be fixed at nine until the next Annual Meeting,
and three Directors will be elected to Class II for terms which will last
until the 1998 Annual Meeting of Shareholders (and until their respective
successors shall have been elected and qualified). In addition, one Director
will be elected to fill the vacancy in Class III created by the resignation
of John W. Sanford, Jr. the term of this Director will last until the 1996
Annual Meeting of Shareholders (and until a successor shall have been elected
and qualified).
It is the intention of the persons named in the enclosed form of proxy
to vote each proxy for the election of each of the nominees named below
unless such authority is withheld:
CLASS II
Wisner H. Buckbee
Joseph E. DeLuca, M.D.
Fred M. Knipp
CLASS III
Corinna S. Lewis
All of the foregoing nominees are presently serving as Directors of the
Company, and their terms as such expire upon the election of Directors at this
Annual Meeting.
Pursuant to the Company's By-Laws, the election of any director
requires an affirmative vote of a majority of the votes of the Company's
Common Stock represented at the Annual Meeting in person or by proxy and
entitled to vote on that proposal. Votes cast by proxy or in person at the
Annual Meeting will be counted by the persons appointed by the Company to
act as tellers for the meeting. The tellers will treat shares represented by
proxies that reflect abstentions as shares that are present and entitled to
vote for purposes of determining the presence of quorum. Abstentions, however,
will constitute a vote "against" any proposal. The tellers will treat "broker
non-votes" (i.e., shares held by brokers or nominees as to which instructions
have not been received from the beneficial owners or persons entitled to vote
and with respect to which broker or nominee does not have discretionary
power to vote on a particular matter) as if the broker never voted.
If any of the nominees shall be unable to serve, the proxy may be voted
with the discretionary authority for a substitute chosen by the Board of
Directors. The Company has no reason to believe that any nominee will be
unable to serve.
INFORMATION ABOUT DIRECTORS AND NOMINEES FOR ELECTION AS DIRECTOR
Name, Age and Other Position, Period Served as Director and
if any, with the Company Past Business Experience
NOMINEES FOR CLASS II
(Term will expire in 1998)
Wisner H. Buckbee, 58.......................Director since 1991; President
of Wisner Farms, Inc., an
operating dairy farm, since
before 1990.
Joseph E. DeLuca, M.D., 44..................Director since 1993; Physician
with private practice since
before 1990; Physician, Vernon
Urgent Care Center, Vernon,
N.J. since 1994.
Fred M. Knipp, 64...........................Director since 1989; President
President since 1988; President and
Director of Warwick Valley
Mobile Telephone Company,
Inc., since before 1989;
Warwick Valley Long Distance
Company, Inc., since 1993;
and of Warwick Valley
Networks, Inc. since 1994.
NOMINEES FOR CLASS III
(Term will expire in 1996)
Corinna S. Lewis, 56........................Director since August 1995
(elected by the Board to
fill the unexpired term of
John W. Sanford, Jr. who
resigned); retired public
relations consultant.
DIRECTORS WHOSE TERMS HAVE NOT EXPIRED
(Elected in 1993 and 1994)
Earl V. Barry, 85...........................Director since 1973 (Class III:
current term expires in 1996);
retired since 1977; Vice
President of the Company
prior to 1977.
Howard C. Conklin, Jr., 67...................Director since 1965 (Class I:
Chairman of the Board current term expires in 1997);
Chairman of the Board since
1988; Chairman of the Board of
Conklin & Strong Inc., a retail
lumber and building materials
company located in Warwick,
N.Y., since before 1990;
President of Conklin & Strong
from before 1990 to 1991.
Philip S. Demarest, 58......................Director since 1964 (Class III:
current term expires in 1996);
Vice President since 1977;
Secretary since 1972; Treasurer
since 1989; Secretary and
Director of Warwick Valley
Mobile Telephone Company, Inc.,
since before 1990; Warwick
Valley Long Distance Company,
Inc.,since 1993; and Warwick
Valley Networks, Inc. since 1994.
Victor J. Marotta, 46......................Director since 1990 (Class I:
current term expires in 1997);
Director of Tri-States Tankers of
New York, Inc., a construction
material trucking company located
in Slate Hill, N.Y., since 1994.
President and principal
shareholder of Tri-States Transit
Mix, Inc., a construction
materials company located in
Port Jervis, N.Y. from before
1990 to 1994.
Henry L. Nielsen, Jr., 68...................Director since 1984 (Class I:
current term expires in 1997);
Vice Chairman of the Board since
1992; President of Nielsen
Construction Company, Inc.,
a heavy construction and earth-
moving company located in
Warwick, N.Y., since before 1990.
<PAGE>
THE BOARD OF DIRECTORS AND BOARD COMMITTEES
The Board of Directors held twelve regular meetings in 1994. The
Company has standing Audit, Officers' Compensation, and Nominating
Committees of the Board of Directors. Each Director attended 75% or more
of the combined total of meetings of the Board of Directors and the
Committees on which he served.
The Audit Committee held one meeting in 1994. Director Barry is
Chairman of the Committee, and Directors Buckbee, DeLuca and Marotta are
members. The Audit Committee's duties and responsibilities include
recommending to the Board the engagement of the independent auditors,
approving the plan and scope of the audit and the fee before the audit begins
and, following the audit, reviewing the results and the independent auditors'
comments on the Company's system of internal accounting controls with the
independent auditors. The Committee also advises the Board as to the
implementation of recommendations which have been made pursuant to
suggestions of the independent auditors.
In carrying out these functions, the Audit Committee represents the
Board in discharging its responsibility of oversight, but the existence of the
Committee does not alter the traditional roles and responsibilities of the
Company's management and the independent auditors with respect to the
accounting and control functions and financial statement presentation.
The Officers' Compensation Committee held one meeting in 1994.
Director Buckbee is Chairman of the Committee and Directors Barry, Conklin,
DeLuca, Lewis, Marotta and Nielsen are members. The Committee makes
specific salary recommendations to the Board concerning officers of the
Company and reviews salaries of other management personnel.
The Nominating Committee held one meeting in 1994. Director
Nielsen is Chairman and Directors Barry and Demarest are members. The
Nominating Committee recommends to the Board the names of Directors to
be recommended for election or re-election by the shareholders at the Annual
Meeting. The Nominating Committee is not precluded from considering
written recommendations for nominees from shareholders. For the 1996
Annual Meeting, such recommendations, together with a description of the
proposed nominee's qualifications and other relevant biographical information,
are to be sent to the Secretary of the Company not later than December 16,
1995.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership information as
of March 31,1995 regarding each Director, nominee for Director and Officer
and all Directors, nominees and officers as a group, with respect to each
class of the Company's outstanding equity securities. Holders of shares of
the Company's 5% Series Preferred Shares, $100 par value (5% Preferred), are
not entitled to vote those shares at the Annual Meeting for which this Proxy
Statement has been prepared.
<TABLE>
Amount and Nature
Name of of Beneficial Percent
Title of Class Beneficial Ownership (Shares) of Class
<CAPTION>
<S> <S> <C> <C>
Common Stock Earl V. Barry 40,980 (1) 6.68%
5% Preferred Earl V. Barry 142 2.84%
Common Stock Wisner H. Buckbee 838 0.14%
5% Preferred Wisner H. Buckbee 20 0.40%
Common Stock Howard Conklin, Jr. 3,240 (1) 0.53%
Common Stock Joseph E. DeLuca 100 (1) 0.02%
Common Stock Philip S. Demarest 1,669 (2) 0.27%
Common Stock Herbert Gareiss, Jr. 5,546 (3) 0.90%
Common Stock Fred M. Knipp 3,848 (1) 0.63%
Common Stock Corinna S. Lewis 636 0.10%
5% Preferred Corinna S. Lewis 15 0.30%
Common Stock Henry L. Nielsen, Jr. 600 0.10%
Common Stock John P. Nye 2,507 0.41%
5% Preferred John P. Nye 10 0.20%
<FN>
All Directors, nominees for Director and officers as a group:
</FN>
</TABLE>
Common Stock.....59,964 (9.78% of the class)
5% Preferred........187 (3.74% of the class)
(1) Includes shares held by wife.
(2) Includes shares held in trust for children.
(3) Includes shares which may be voted pursuant to power of attorney.
<PAGE>
As of March 31, 1995, the only holder of more than 5% of the
Company's Common Stock known to the Company (other than Earl V. Barry,
49 Main Street, Warwick, New York 10990, who is shown in the preceding
table) was Orange County Trust Company, 75 North Street, Middletown, New
York 10940, which held 46,800 shares (7.62%) as trustee or custodian. The
Trust Company has sole power to vote and dispose of 46,200 shares and
shares voting power with respect to 600 shares.
Form 3, required to be filed upon the election of Corinna S. Lewis as
Director, in connection with her ownership of company stock was filed, but
late.
EXECUTIVE COMPENSATION
The information provided below regarding certain officers and
Directors of the Company is that permitted for "small business issuers" by
Regulation S-K of the Schange Commission.
The following table sets forth all compensation paid by the Company
during the last three fiscal years to each executive officer.
<TABLE>
<CAPTION>
Name and Other Annual
Principal Position Year Salary Compensation*
<S> <C> <C> <C>
President Fred M. Knipp 1994 $137,941.98 $12,312.74
President and Director 1993 $123,538.23 $12,033.26
1992 $115,826.69 $10,541.30
Philip S. Demarest 1994 $105,480.71 $ 8,723.38
Vice President, Secretary, 1993 $ 96,750.07 $ 8,403.16
Treasurer and Director 1992 $ 91,814.32 $ 7,068.08
John P. Nye 1994 $104,461.42 $ 8,653.14
Vice President 1993 $ 95,784.51 $ 8,777.48
1992 $ 91,759.27 $ 7,335.74
Herbert Gareiss, Jr. 1994 $ 95,340.08 $ 3,583.10
Vice President, Assistant 1993 $ 87,492.10 $ 3,488.88
Secretary and Assistant 1992 $ 82,571.18 $ 2,136.44
Treasurer
* Directors' fees, Company match of 401K contributions and Company-paid
life insurance premiums.
Directors of the Company receive $250, and the Chairman receives
$375, for each regular or special meeting of the Board which they attend.
Directors who are not employees of the Company also receive $125 for each
committee meeting.
</TABLE>
CERTAIN TRANSACTIONS WITH DIRECTORS
During 1993 and 1994, the Company paid a total of $164,586.00 and
$187,036.00, respectively, to John W. Sanford & Son, Inc., of which Corinna
S. Lewis, a Director of the Company and John W. Sanford, Jr., a former
Director of the Company, are directors and shareholders. These amounts were
paid as premiums on property, liability and worker compensation insurance
policies maintained by the Company. The management of the Company
believes that the transactions with John W. Sanford & Son, Inc. are on terms
as favorable as those available from unaffiliated third parties.
II. APPROVAL OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors, upon recommendation of its Audit Committee,
has appointed the firm of Bush & Germain independent public accountants for
the Company for the year 1995. Shareholder approval of this appointment is
requested. In the event a majority of the votes cast are against approval,
the Board of Directors will reconsider the appointment. A representative of
Bush & Germain is not expected to attend the Annual Meeting.
III. OTHER MATTERS WHICH MAY COME BEFORE THE MEETING
The Board of Directors knows of no other matters which are likely to
be brought before the Annual Meeting. However, if any other matter should
properly come before this Annual Meeting it is the intention of the persons
named in the enclosed proxy to vote in accordance with their judgment on
such matter.
SHAREHOLDERS PROPOSALS
Shareholders are entitled to submit proposals on matters appropriate
for shareholder action consistent with the regulations of the Securities and
Exchange Commission. If a shareholder intends to present a proposal at next
year's Annual Meeting of Shareholders, the proposal must be received by the
Secretary of the Company (at 49 Main Street, Warwick, New York 10990) not
later than December 16, 1995 in order to be included in the Company's proxy
statement and form of proxy relating to that Meeting. Under the rules of the
Securities and Exchange Commission, shareholders submitting such proposals
are required to have held shares of the Company's Common Stock amounting to at
least $1,000 in market value or one percent of the Common Stock outstanding
for at least on year prior to the date on which such proposals are submitted.
Futhermore, such shareholders must continue to own at least that amount of
the Company's Common Stock through the date on which the Annual Meeting
is held.
WARWICK VALLEY TELEPHONE COMPANY PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Herbert Gareiss, Jr. or John P. Nye,
or either of them, with full power of substitution, attorneys, agents and
proxies to vote on behalf of the undersigned at the Annual Meeting of
Shareholders of Warwick Valley Telephone Company to be held on Friday,
April 28, 1995 at 2:00 p.m. or at any adjournment thereof:
I. FIXING NUMBER OF DIRECTORS AT NINE until next Annual Meeting.
FOR [] AGAINST [] ABSTAIN []
The Board of Directors recommends a vote FOR this resolution.
II. ELECTION OF DIRECTORS
FOR [] all nominees listed below WITHHOLD AUTHORITY [] to vote for
(except as marked to the all nominees
contrary below) listed below
Howard Conklin, Jr., Victor J. Marotta,
Henry L. Nielson, Jr., Corinna S. Lewis
The Board of Directors recommends a vote FOR this resolution.
INSTRUCTIONS: To withhold authority to vote for any individual
nominee, strike a line through the nominee's name in the list
above.
III. PROPOSAL TO APPROVE THE APPOINTMENT
OF BUSH AND GERMAIN as the independent FOR [] AGAINST [] ABSTAIN []
public accountants of the Company.
The Board of Directors recommends a vote FOR this resolution.
IV. In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the Annual Meeting.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this
proxy will be voted FOR as respects all items.
WITNESS my hand this...........................................day of
..............................................................., 1995
(please date)
.....................................................................
.....................................................................
Please sign exactly as name appears hereon. When shares are held by
joint tenants, both should sign.
When signing as an attorney, executor, administrator, trustee or
guardian, please give full title as such. If a corporation, please
sign in full corporate name by president or other authorized officer.
If a partnership, please sign in partnership name by authorized
person.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY
PROMPTLY USING THE ENCLOSED ENVELOPE
