ROSEVILLE TELEPHONE COMPANY
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS:
The Annual Meeting of Shareholders of Roseville Telephone Company (hereinafter
called the Company) will be held at the Company's Industrial Avenue Facility,
8150 Industrial Avenue, Building A, Roseville, California, on Friday, June 21,
1996 at 8:00 o'clock P.M., for the following purposes:
1. To elect a Board of five (5) Directors;
2. To consider and act upon a proposal to amend the Company's Amended and
Restated Articles of Incorporation to increase to 100,000,000 the authorized
shares of Common Stock; and
3. To transact such other business as may properly come before the meeting.
Only shareholders of record on the books of the Company as of 5:00 o'clock
P.M., May 10, 1996 will be entitled to vote at the meeting or any adjournment
thereof.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ THOMAS E. DOYLE
THOMAS E. DOYLE
Secretary
SHAREHOLDERS WHO CANNOT ATTEND IN PERSON ARE REQUESTED TO FILL IN, DATE, SIGN
AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE.
Roseville, California, April 26, 1996.
ROSEVILLE TELEPHONE COMPANY
P.O. BOX 969
211 LINCOLN STREET
ROSEVILLE, CALIFORNIA 95678
APRIL 26, 1996
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of Roseville Telephone Company (hereinafter called the
Company) to be used at the Annual Meeting of Shareholders on June 21, 1996, or
any adjournment thereof, for the purposes set forth in the foregoing notice. Any
shareholder may revoke his or her proxy at any time prior to its use by written
communication to the Secretary of the Company or by attendance at the Annual
Meeting and voting in person.
The approximate date of mailing to shareholders of Notice of Annual Meeting
and this Proxy Statement is April 26, 1996.
VOTING SECURITIES
The Company has only one class of voting security, its Common Stock, entitled
to one vote per share and, as explained below, to cumulative voting in the
election of Directors. Only shareholders of record at 5:00 o'clock P.M. on May
10, 1996, will be entitled to vote at the Annual Meeting. As of the close of
business on February 29, 1996, there were 14,915,424 shares of the Company's
Common Stock outstanding. On February 29, 1996, no person was known by the
Company to be the beneficial owner of more than five percent of its issued and
outstanding Common Stock, except as follows:
Amount and Nature Percent of
Name and Address of Beneficial Owner of Beneficial Ownership Class
------------------------------------ ---------------------- --------
Roseville Telephone Company Retirement
Supplement Plan 1,351,663(1) 9.1%
P.O. Box 969
Roseville, California 95678
__________
(1) Shared voting and investment power.
Shares cannot be voted at the meeting unless the owner is present or
represented by proxy. Because abstentions with respect to any matter are treated
as shares present or represented and entitled to vote for the purposes of
determining whether that matter has been approved by the shareholders,
abstentions have the same effect as negative votes. Broker non-votes and shares
as to which proxy authority has been withheld with respect to any matter are not
deemed to be present or represented for purposes of determining whether
shareholder approval of that matter has been obtained.
In voting for Directors, each shareholder is entitled to vote his shares for
as many persons as there may be Directors to be elected, to accumulate his votes
and give one nominee votes equal to the number of Directors multiplied by the
number of shares of stock owned by him or to distribute his votes upon the same
principle among as many nominees as he thinks fit. The five candidates for
election as Directors at the Annual Meeting of Shareholders who receive the
highest number of affirmative votes will be elected.
Approval of the proposal to amend the Company's Amended and Restated Articles
of Incorporation requires the affirmative vote of a majority of the outstanding
shares of the Company. The approval of any other matters submitted for
shareholder approval at the Annual Meeting will require the affirmative vote of
a majority of the shares of the Company present or represented and entitled to
vote at the meeting.
ELECTION OF DIRECTORS
The following persons are nominees for Director to serve until the next Annual
Meeting of Shareholders and until their successors shall have been elected and
shall qualify. The nominees constitute the present Board of Directors, all of
whom were elected at the last Annual Meeting of Shareholders of the Company.
During 1995, the Board of Directors held twelve regular meetings, of which no
Director attended less than 75 percent. The Company's Board of Directors has no
standing audit or nominating Committee. In 1994 the Board of Directors
established a Compensation Committee, composed of independent Directors, whose
functions include the review of and recommendations with respect to officer
compensation, the review of officer performance and consideration of benefit
issues generally. The Compensation Committee members are John R. Roberts III,
who serves as Chairman, and Ralph E. Hoeper.
Shares represented by the proxy will be voted and the proxies will vote for
the election of all the nominees to the Board of Directors, except to the extent
that authority to vote for particular nominees has been withheld. If any person
is unable or unwilling to serve as a nominee for the office of Director at the
date of the Annual Meeting, or any adjournment thereof, the proxies will vote
for such substitute nominee as shall be designated by the proxies. Management
has no reason to believe that any of the nominees will be unable to serve if
elected a Director. The present Directors and Officers (consisting of seven
individuals) beneficially owned, as of February 29, 1996, an aggregate 693,558
shares, or 4.6% of the Company's Common Stock. In respect to the nominees and
all the Directors and Officers as a group, the following information is
furnished as of February 29, 1996.
Principal
Occupation and Shares of
Business Company Percent
Experience for Director Beneficially of
Name Age Past Five Years Since Owned(1) Class
---- --- ------------------ ----- ----- ----
Robert L. 77 Chairman of the 1954 311,505 2.1%
Doyle(2)(3) Board of Directors
of the Company;
President and
Chief Executive
Officer of the
Company from 1954
to 1993.
Brian H. Strom(4) 53 President and 1993 7,163 *
Chief Executive
Officer of the
Company (since
December 1993);
Vice President and
Chief Financial
Officer of the
Company from 1989
to 1993.
Thomas E. Doyle(2) 67 Vice President 1951 289,532 1.9%
(since 1972) and
Secretary-
Treasurer (since
1965) of the
Company; Chairman
of the Board,
Placer Savings
Bank, Auburn,
California.
Ralph E. Hoeper(5) 71 President, 1987 37,438 *
Foresthill
Telephone Company,
Foresthill,
California.
John R. Roberts 44 Executive Director 1993 10,456 *
III(5) (since 1990),
California Rice
Industry
Association;
Executive Director
(from 1989 to
1990), Sacramento
Metropolitan
Chamber of
Commerce;
Director, Meta
Information
Services, Inc.,
Sacramento,
California.
All Directors and
Officers as a group
(7 persons) 693,558 4.6%
__________
*Less than 1.0%.
(1) Each beneficial owner has shared voting and investment power unless
otherwise noted.
(2) Robert L. Doyle and Thomas E. Doyle are brothers.
(3) Included in Robert L. Doyle's share ownership figure are 142,562 shares
in respect of which he has sole voting and investment power.
(4) Included in Brian H. Strom's share ownership figure are 6,248 shares in
respect of which he has sole voting and investment power.
(5) Ralph E. Hoeper and John R. Roberts III serve on the Compensation
Committee.
Compensation of Directors
All Directors other than Robert L. Doyle and Brian H. Strom (who have not
received compensation as Directors since April 1994) were compensated by a fee
of $1,000 per month and $500 for each Board meeting they attended in 1995.
EXECUTIVE COMPENSATION
The following table sets forth the executive compensation paid during the
years ended December 31, 1995, 1994 and 1993, to all officers of the Company who
earned more than $100,000 in combined salary and bonus in 1995:
Summary Compensation Table
Annual Compensation
Other Annual All Other
Name and Salary(2) Bonus Compensation Compensation
(3) (4)
Principal Position(1) Year $ $ $ $
-------------------- ---- -------- ----- ----------- -------
Robert L. Doyle 1995 369,961 -- 9,685 60,462
Chairman of the 1994 361,496 -- 9,685 21,097
Board
of Directors 1993 359,775 -- 9,685 10,000
Brian H. Strom 1995 322,229 -- 1,235 8,335
President and Chief 1994 271,207 -- 1,235 8,493
Executive Officer 1993 201,385 -- 1,080 10,000
A. A. Johnson 1995 262,050 -- 9,685 16,042
Executive Vice 1994 238,428 -- 9,685 8,493
President and Chief
Operating Officer 1993 201,865 -- 8,480 10,000
Michael D. Campbell 1995 233,915 -- 745 8,335
Vice President and 1994 163,255 -- 560 --
Chief Financial
Officer
__________
(1) On December 22, 1993, Brian H. Strom, former Vice President and Chief
Financial Officer of the Company was elected President and Chief Executive
Officer and A. A. Johnson, former Vice President, Operations of the Company
was elected Executive Vice President and Chief Operating Officer. Robert L.
Doyle continues to serve as Chairman of the Board of Directors, a position he
held in addition to his service to December 1993 as President and Chief
Executive Officer. Michael D. Campbell was elected Vice President and Chief
Financial Officer effective March 14, 1994.
(2) Reflects for Robert L. Doyle and Brian H. Strom, in addition to salary,
director's fees in the amount of $3,000 for the year ended December 31, 1994,
and for Robert L. Doyle in the amount of $12,000 for the year ended December
31, 1993 and, in respect of Michael D. Campbell, salary from the commencement
of his employment on March 14, 1994.
(3) Other annual compensation consists of gross-up payments to officers and
other employees for tax liability incurred in connection with imputed
premiums in respect of life insurance coverage in excess of $50,000.
(4) Reflects employer contributions to the Company's Retirement Supplement Plan
and, for Robert L. Doyle in 1995 and 1994, payments to Mr. Doyle pursuant to
the SERP in the amount of $52,313 and $11,864, respectively and, for A. A.
Johnson in 1995, a payment to Mr. Johnson pursuant to the SERP in the amount
of $7,707. See "Retirement Supplement Plan" and "Pension Plan and SERP" for
further information.
Retirement Supplement Plan
The Company has a Retirement Supplement Plan in which all employees of the
Company are eligible to participate after one year of service. Under the
Retirement Supplement Plan, eligible employees of the Company are allowed to
contribute to the plan not more than 6% of their annual compensation as an
"employee savings contribution." Eligible employees may also contribute to the
plan not more than 10% of their annual compensation as an "employee retirement
contribution." Generally, in accordance with Section 401(k) of the Internal
Revenue Code, an employee who makes an employee retirement contribution reduces
by the amount of such contribution the amount of his or her taxable income that
is otherwise currently reportable for Federal tax purposes. The Company will
make employer contributions to the plan equal to 50% of the employee's aggregate
savings and retirement contributions. Subject to plan limitations on total
contributions and Company matching contributions, an employee may elect to make
either a savings contribution or a retirement contribution, or both. Employees
may voluntarily withdraw their employee savings contributions upon appropriate
notice to the Company, but must reach the age of 59 1/2, or alternatively,
demonstrate a financial hardship to withdraw their employee retirement
contributions. Employees are always fully vested in employer retirement
contributions, and become vested in employer savings contributions at the rate
of 20% per year of participation until fully vested or fully vested upon death,
disability or the reaching of age 65. Distribution from the plan occurs
generally upon termination of employment.
Pension Plan and SERP
The Company has a qualified defined benefit pension plan in which all
employees are eligible to participate substantially concurrently with the
commencement of employment ("Pension Plan"), as well as a supplemental non-
qualified and unfunded supplemental executive retirement plan ("SERP"). The SERP
provides benefits that would otherwise be denied participants by reason of
certain Internal Revenue Code limitations on qualified plan benefits, based on
remuneration that is covered under the plans and years of service with the
Company. Benefits under the plans are a function of a participant's years of
service with the Company and the employee's average annual compensation during
the period of the five consecutive years in the last ten years of credited
service in which annual compensation was the largest. The monthly retirement
benefit payable under the plans will be adjusted on the basis of actuarial
equivalents for a joint and survivor benefit and for optional forms of benefit,
such as the early retirement benefit. Benefits become fully vested at age 65 or
on the completion of 5 years of service, whichever first occurs, and are not
subject to any deduction for Social Security or other offset amounts.
While the Company may terminate the plans at any time, such termination will
not deprive any participant or beneficiary of any vested accrued benefits under
the plan to the extent such benefits are then funded.
Since the Pension Plan is a defined benefit plan, funding is determined with
respect to participants as a group and costs cannot be readily allocated to any
individual participant. The ratio of 1995 plan contributions to estimated total
covered compensation was 15.0%. Estimated total covered compensation has been
determined by increasing the total base annual rate of compensation of plan
participants at January 1, 1995 by 6.0%. Robert L. Doyle, Brian H. Strom, A. A.
Johnson and Michael D. Campbell are entitled to benefits under the Pension Plan
and the SERP and, at December 31, 1995, were credited with 42, 7, 18 and 1 years
of service, respectively, under the plans. The compensation covered by the
Pension Plan and the SERP for each participant is substantially similar to the
sum of the salary and other annual compensation reported above for each
executive officer. The table below illustrates approximate annual benefits
payable under the plans for the ranges of pay and periods of service indicated,
assuming retirement at age 65 in 1996.
Highest
Consecutiv
e
Five-Year Estimated Annual Pension for
Average Representative Years of Service
Compensati 15 20 25 30 35 40
on
---------- --------- --------- --------- --------- --------- ----------
-
$100,000 $ 26,250 $ 35,000 $ 43,750 $ 52,500 $ 61,250 $ 70,000
125,000 32,813 43,750 54,688 65,625 76,563 87,500
150,000 39,375 52,500 65,625 78,750 91,875 105,000
175,000 45,938 61,250 76,563 91,875 107,188 122,500
200,000 52,500 70,000 87,500 105,000 122,500 140,000
225,000 59,063 78,750 98,438 118,125 137,813 157,500
250,000 65,625 87,500 109,375 131,250 153,125 175,000
300,000 78,750 105,000 131,250 157,500 183,750 210,000
400,000 105,000 140,000 175,000 210,000 245,000 280,000
Compensation Committee Interlocks and Insider Participation
In early 1994, the Board of Directors established a Compensation Committee of
independent Directors comprised of John R. Roberts III, who currently serves as
Chairman, and Ralph E. Hoeper.
Report of the Compensation Committee Concerning Compensation
The Compensation Committee in 1994 assumed the responsibility of reviewing and
recommending a compensation program for the Company's officers. Previously such
responsibility was held by the entire Board of Directors. Consistent with past
practices followed by the Company, and deemed by the Compensation Committee to
be a proper articulation of the factors to be utilized in connection with
officer compensation, the Compensation Committee considered:
(i) operational goals and financial performance and the achievement of
stockholder value, together with each officer's individual effectiveness in
reaching those goals and achieving desirable financial performance and
shareholder value;
(ii) the years of service, skill levels and duties of the Company's officers
giving effect to the limited number of officers and the resulting
determination of increased responsibilities for the Company's officers in
relation to other companies;
(iii) the compensation earned by officers of other telephone and
telecommunications companies; and
(iv) officer compensation at general industry companies of similar size to
the Company within the Sacramento, California metropolitan area and in other
areas of the United States with comparable cost-of-living and compensation
levels.
The Compensation Committee also realizes the significance of the distinctions
between the compensation policy at the Company and at other companies, both
within and outside the telecommunications industry. Most importantly,
substantially all of the officers' compensation is derived from base salary.
Compensation incentives utilized at other companies, such as stock-based or
other long-term incentive plans have never been adopted by the Company. As a
result, substantially all of the officers' compensation at the Company is
determined by base salary with reference to the performance of the Company and
the officer in the prior fiscal year and competitive conditions.
In addition, the Compensation Committee received the assistance of an
independent consulting firm specializing in compensation matters which prepared
a report in early 1994 with respect to the Company's compensation policies and
related matters. The engagement of the independent consulting firm was
implemented in furtherance of the Compensation Committee's goal to provide
compensation opportunities that attract, motivate and retains the most qualified
officers who can contribute to the long-term performance and growth of the
Company. The consulting firm reviewed the appropriateness of the design of the
Company's various plans in meeting the stated goal. In addition, the consulting
firm provided the Compensation Committee with an analysis of compensation paid
to executives in comparable positions in other companies that are representative
of the labor markets in which the Company competes for executive talent. For the
Company's executive officers 1994 compensation was below median figures for
telecommunications and general industry companies with comparable revenues
studied and discussed in the 1994 report delivered to the Compensation
Committee. 1995 compensation for the Company's executive officers was determined
with reference to the information provided in the 1994 report and adjustments
effected to implement the compensation considerations identified above.
The 1995 compensation awarded to Brian H. Strom, President and Chief Executive
Officer, was comprised almost entirely of his salary. Mr. Strom's salary was
established taking into consideration the individual and Company compensation
criteria and policies described above. In addition, the Compensation Committee
also considered that the 1994 compensation for the Company's executive officers,
including the Chief Executive Officer, was below median figures for the
comparable companies in the 1994 report. As a result, the Compensation Committee
has made a conscious effort to advance the salary of the Chief Executive Officer
to the median of such comparable companies. In addition, the Compensation
Committee also recognized the continued successful financial performance of the
Company measured by revenue and net income results, the Company's continued
technological advancements, and the contributions of the Chief Executive Officer
in helping the Company achieve such performance and advancements.
In connection with the 1994 report utilized to assist in the determination of
officer compensation, three of the twelve companies whose compensation policies
were considered are among the seventeen companies constituting the Dow Jones
Telephone Systems Index. All of the companies whose policies were considered for
compensation comparisons are engaged in the telecommunications industry in
general, and the local exchange carrier business in particular. In addition to
the nature of their business, such comparison companies were comparable to the
Company in one or more of the following categories: revenues, access lines,
assets and geographic location. Substantially all of the companies in the Dow
Jones Telephone Systems Index are larger than the Company and it was determined
that comparison of compensation of the Company's officers with the officers of
the other companies would not be meaningful.
Compensation Committee,
John R. Roberts III, Chairman
Ralph E. Hoeper
EXECUTIVE OFFICERS
The following table provides information regarding certain executive officers
of the Company as of February 29, 1996:
Shares of
Principal Occupation and Company Percent
Business Experience for Beneficially of
Name Age Past Five Years Owned(1) Class
---- --- ----------------------- ----------- -----
Robert L. 77 Chairman of the Board of 311,505 2.1%
Doyle(2) Directors; President and Chief
Executive Officer (1954 to
1993)
Brian H. Strom(3) 53 President and Chief Executive 7,163 *
Officer (since December
1993); Vice President and
Chief Financial Officer (1989
to 1993)
A. A. Johnson 74 Executive Vice President and 33,176 *
Chief Operating Officer (since
December 1993); Vice
President, Operations (1989 to
1993)
Michael D. 47 Vice President and Chief 4,288 *
Campbell Financial Officer (since
March 1994); Partner, Ernst &
Young LLP (1983 to 1994)
__________
* Less than 1.0%.
(1) Each beneficial owner has shared voting and investment power unless
otherwise noted.
(2) Included in Robert L. Doyle's share ownership figure are 142,562 shares
in respect of which he has sole voting and investment power.
(3) Included in Brian H. Strom's share ownership figure are 6,248 shares in
respect of which he has sole voting and investment power.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the
Company's directors and executive officers, and persons who own more than ten
percent of the Common Stock of the Company to file with the Securities and
Exchange Commission (the "Commission") initial reports of ownership and reports
of changes in ownership of Common Stock of the Company. Officers, directors and
greater than ten-percent shareholders are required by the Commission's
regulations to furnish the Company with copies of all forms they file pursuant
to Section 16(a).
To the Company's knowledge, during the two fiscal years ended December 31,
1995, all Section 16(a) filing requirements applicable to its officers,
directors and greater than ten-percent beneficial owners were complied with,
except, that one initial report of ownership was filed late by Michael D.
Campbell.
Performance Graph
The following graph shows a five-year comparison of cumulative total
shareholder return of the Company's Common Stock (assuming dividend
reinvestment) with the Dow Jones Telephone Systems Index (a published index
which includes 17 telecommunications companies) and Standard & Poor's ("S&P")
500 Stock Index. The comparison of total return on investment (change in year
end stock price plus reinvested dividends) for each of the periods assumes that
$100 was invested on December 31, 1990 in each of Roseville Telephone Company,
the Dow Jones Telephone Systems Index and S&P 500 Stock Index. The stock
performance shown on the graph below is not necessarily indicative of future
price performance.
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
Among Roseville Telephone Company,
DJ Telephone Systems and S&P 500
[graph]
AMENDMENT OF AMENDED AND RESTATED ARTICLES OF INCORPORATION
TO INCREASE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
The Company's Amended and Restated Articles of Incorporation presently provide
that the number of shares of Common Stock which the Company is authorized to
issue is 20,000,000. As of February 29, 1996, there were issued and outstanding
14,915,424 shares of Common Stock.
On March 26, 1996, the Company's Board of Directors unanimously approved a
proposed amendment to the Company's Amended and Restated Articles of
Incorporation to increase the number of authorized shares of Common Stock to
100,000,000 shares, subject to approval by the shareholders. The Board of
Directors deems it in the best interest of the Company and its shareholders to
increase the number of shares of its Common Stock in order to insure that a
sufficient number of shares are authorized for issuance for general corporate
purposes. The Board of Directors believes that having such additional shares
authorized and available for issuance or reservation will allow the Company to
have greater flexibility in considering potential future actions involving the
issuance of stock, including stock dividends or splits. The Board of Directors
has declared a stock dividend every year since 1982, but no determination has
been made for 1996. Additional shares authorized may be issued from time to time
by authority of the Company's Board of Directors, without further authorization
by a vote of the shareholders. There are no present understandings,
negotiations, contracts or agreements for the issuance of the additional shares
of Common Stock to be authorized. Shareholders do not have pre-emptive rights
with respect to shares of Common Stock of the Company.
On June 16, 1995 the Company's shareholders approved an Agreement and Plan of
Reorganization (the "Reorganization") to reorganize the corporate structure of
the Company and its one existing subsidiary to create a new holding company to
be the publicly-held parent of the Company. The Reorganization continues to be
subject to the approval of the California Public Utilities Commission, and it is
currently anticipated that the Reorganization will be implemented by the end of
1996. The Articles of Incorporation of the proposed holding company are
currently substantially identical to the Amended and Restated Articles of
Incorporation of the Company. Accordingly, if the amendment to the Company's
Amended and Restated Articles of Incorporation is approved by the Company's
shareholders, the Articles of Incorporation of the holding company will also be
amended to increase its authorized number of shares of Common Stock to
100,000,000.
The Board of Directors recommends a vote FOR the proposed amendment to the
Amended and Restated Articles of Incorporation. The affirmative vote of the
holders of a majority of the issued and outstanding shares of Common Stock of
the Company is necessary to further amend the Amended and Restated Articles of
Incorporation to increase the number of shares of Common Stock authorized.
INDEPENDENT AUDITORS
Ernst & Young LLP, the Company's auditors since 1960, has been selected by the
Company as its independent auditors for the current year. A representative of
Ernst & Young LLP is expected to be present at the meeting to be available to
respond to appropriate questions and will have the opportunity to make a
statement if such representative desires to do so.
COST OF SOLICITATION
The total cost of preparing, assembling and mailing the proxy statement, the
form of proxy, any additional material intended to be furnished to shareholders
concurrently with the proxy statement, and any additional material relating to
the same meeting or subject matter furnished to shareholders subsequent to the
furnishing of the proxy statement, will be borne by the Company. The Company
will, upon request, reimburse brokers and other nominees for costs incurred by
them in mailing the proxy statement, the form of proxy and any additional
material intended to be furnished to shareholders concurrently with the proxy
statement to beneficial owners. In addition, officers and regular employees may
solicit proxies by telephone or in person.
OTHER MATTERS AND SHAREHOLDER PROPOSALS
As of this date, there are no other matters the management intends to present
or has reason to believe others will present to the meeting. If other matters
now unknown to the management come before the meeting, those who shall act as
proxies will vote in accordance with their best judgment.
Proposals of shareholders intended to be presented at the 1997 Annual Meeting
must be received by the Company not later than January 7, 1997 to be considered
for inclusion in the Company's proxy statement.
Roseville, California, April 26, 1996.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ ROBERT L. DOYLE
ROBERT L. DOYLE
Chairman of the Board
ROSEVILLE TELEPHONE COMPANY
PROXY
SOLICITED
ON BEHALF OF THE
BOARD OF
DIRECTORS FOR THE
ANNUAL MEETING
JUNE 21, 1996
THE UNDERSIGNED STOCKHOLDER HEREBY APPOINTS ROBERT L. DOYLE, BRIAN H. STROM,
THOMAS E. DOYLE, RALPH E. HOEPER AND JOHN R. ROBERTS III OR ANY ONE OR MORE OF
THEM, WITH FULL POWER OF SUBSTITUTION, TO ACT AS PROXY FOR AND TO VOTE THE STOCK
OF THE UNDERSIGNED AT THE ANNUAL MEETING OF STOCKHOLDERS OF ROSEVILLE TELEPHONE
COMPANY, TO BE HELD AT THE COMPANY'S INDUSTRIAL AVENUE FACILITY, 8150 INDUSTRIAL
AVENUE, BUILDING A, ROSEVILLE, CALIFORNIA, ON JUNE 21, 1996, OR ANY ADJOURNMENT
THEREOF ON THE MATTERS BELOW:
<TABLE>
<S> <C>
(1) Election of Directors (The Board of Directors recommends a vote "FOR"):
FOR ALL NOMINEES LISTED BELOW WITHHOLD AUTHORITY
(except as marked to the contrary to vote for all nominees listed
below) / / below / /
</TABLE>
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE STRIKE A
LINE THROUGH THAT NOMINEE'S NAME
ROBERT L. DOYLE, THOMAS E. DOYLE, RALPH E. HOEPER, JOHN R. ROBERTS III, BRIAN H.
STROM
(2) Approval of the amendment to the Amended and Restated Articles of
Incorporation to increase the authorized Common Stock to 100,000,000 shares
(The Board of Directors recommends a vote "FOR"):
FOR / / AGAINST / / ABSTAIN / /
(3) In their discretion on any other business which may properly come before the
meeting or any adjournment thereof;
all as set forth in the Notice of said meeting and in the Proxy Statement, both
dated April 26, 1996, the receipt of which is hereby acknowledged.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
SPECIFICATIONS INDICATED.
WHERE NO SPECIFICATION IS MADE SUCH SHARES WILL BE VOTED FOR PROPOSALS (1) AND
(2) HEREOF.
PLEASE DATE AND SIGN ON REVERSE SIDE (OVER)
DATED:
- - --------------- DAY OF
- - ------------------, 1996. SIGNED:
- - ------------------------------------------------------------------
- - ------------------------------------------------------------------
SIGNATURE OF STOCKHOLDER(S)
PLEASE DATE PROXY AND SIGN EXACTLY AS
NAME OR NAMES APPEAR AT RIGHT. IF STOCK IS
REGISTERED IN THE NAME OF TWO OR MORE
PERSONS, EACH MUST SIGN. WHEN SIGNING AS
ATTORNEY, EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL
TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY THE
PRESIDENT OR OTHER AUTHORIZED OFFICER. IF
A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP
NAME BY AN AUTHORIZED PERSON.
YOUR VOTE IS IMPORTANT, PLEASE FILL IN AND RETURN PROMPTLY
