SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. ________)
Filed by the Registrant _X_
Filed by a Party other than the Registrant ___
Check the appropriate box:
_ _ Preliminary Proxy Statement ___ Confidential, For Use of the
Commission Only (as Permit-
ted by Rule 14a-6(e)(2))
_X_ Definitive Proxy Statement
___ Definitive Additional Materials
___ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
________________________ROSEVILLE COMMUNICATIONS COMPANY _____________________
(Name of Registrant as Specified in Its Charter)
______________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
_X_ No fee required.
___ Fee computed on table below per Exchange Act
Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
______________________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
______________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
______________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
______________________________________________________________________________
(5) Total fee paid:
______________________________________________________________________________
___ Fee paid previously with preliminary materials.
___ Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount Previously Paid:
______________________________________________________________________________
(2) Form, Schedule of Registration Statement No.:
______________________________________________________________________________
(3) Filing Party:
______________________________________________________________________________
(4) Date Filed:
______________________________________________________________________________
<PAGE>
ROSEVILLE COMMUNICATIONS COMPANY
NOTICE AND PROXY STATEMENT
For
Action to be Taken by Written Consent
In Lieu of a Meeting of Shareholders
TO THE SHAREHOLDERS:
Attached hereto is a Proxy Statement which solicits the written consent of
the shareholders of Roseville Communications Company (the "Company") to
authorize an amendment of the Company's Bylaws (the "Proposal") to approve a
change in the size of the Board of Directors from the current provision which
fixes the number at five (5). If the Proposal is approved, the size of the
Board would be a variable number not less than five (5) nor more than nine (9)
directors, with the initial number to remain at five (5). Thereafter, a change
in the number of directors within the established minimum and maximum could be
effected by action of the Board of Directors or shareholders. Approval of the
Proposal requires the affirmative vote of a majority of the outstanding shares
of the Company.
Attached to the Proxy Statement as Appendix A is a Consent Resolution which
provides for approval of the Proposal. The procedure for indicating approval of
the Consent Resolution is described in the attached Proxy Statement. Only
shareholders of record as of the close of business on November 28, 1997 are
entitled to execute the Consent Resolution.
We sincerely appreciate your continued support.
Respectfully Submitted,
/s/ROBERT L. DOYLE
Robert L. Doyle,
Chairman of the Board
Roseville, California
December 5 , 1997
<PAGE>
ROSEVILLE COMMUNICATIONS COMPANY
P.O. BOX 969
211 LINCOLN STREET
ROSEVILLE, CALIFORNIA 95678
December 5 , 1997
PROXY STATEMENT
FOR SHAREHOLDER ACTION BY WRITTEN CONSENT
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Roseville Communications Company (hereinafter called
the Company) of the written consent of shareholders to approve a proposal (the
"Proposal") to amend the Bylaws of the Company to provide for a change to a
variable rather than a fixed number of Directors. If the Proposal is approved,
the number of Directors would remain at the current number of five (5) until
modified, all as described below. Any shareholder may revoke his or her written
consent at any time prior to its use by written communication to the Secretary
of the Company on or before January 6 , 1998. The approximate date of
mailing to shareholders of the Notice and Proxy Statement is
December 5 , 1997.
In the Proposal, the Company is seeking shareholder approval of an
amendment to the Company's Bylaws to provide that the number of Directors of the
Company shall be not less than five (5) nor more than nine (9), with the exact
number of Directors to be five (5) until changed as provided in the amended
Bylaws. The Company's Bylaws currently provide for a fixed number of five (5)
Directors.
Attached to the Proxy Statement as Appendix A is a Consent Resolution (the
"Consent Resolution") which provides for approval of the Proposal. The
procedure for indicating approval of the Consent Resolution is described in
detail in this Proxy Statement.
VOTING SECURITIES
The matter being submitted for shareholder approval is to be acted upon by
written consent, without a meeting, rather than by a vote held at a meeting.
The Company has only one class of voting security, its Common Stock, entitled to
one vote per share. Only shareholders of record at 5:00 o'clock P.M. on
November 28, 1997, will be entitled to execute the Consent Resolution. As of
the close of business on November 19, 1997, there were 15,358,720 shares of the
Company's Common Stock outstanding. On November 19, 1997, 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:
NAME AND ADDRESS AMOUNT AND NATURE PERCENT OF
OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP CLASS
-------------------- ----------------------- ----------
Roseville Telephone Company 1,686,162(1) 11.0%
Retirement Supplement Plan
P.O. Box 969
Roseville, California 95678
__________
(1) Shared voting and investment power.
<PAGE>
Approval of the Proposal requires the execution of the Consent Resolution
by a majority of the outstanding shares of the Company.
DIRECTORS AND EXECUTIVE OFFICERS
The following table provides information regarding Directors and executive
officers of the Company as of October 31, 1997:
SHARES OF
COMPANY PERCENT
BENEFICIALLY OF
NAME TITLE OWNED (1) CLASS
---- ----- ---------- -----
Robert L. Doyle(2) Chairman of the Board; 320,779 2.1%
Director
Brian H. Strom(3) Director; President and Chief 9,542 *
Executive Officer
Thomas E. Doyle(2) Director; Vice President and 294,580 1.9%
Secretary-Treasurer
Ralph E. Hoeper Director 45,031 *
John R. Roberts III Director 11,966 *
Michael D. Campbell Executive Vice President and 8,686 *
Chief Financial Officer
Jay B. Kinder(4) Vice President, Customer 1,275 *
Service-Roseville Telephone
Company
Rulon D. Blackburn(5) Vice President, Network 6,157 *
Services-Roseville
Telephone Company
Philip D. Germond(6) Vice President, Marketing 1,270 *
-Roseville Telephone Company
All Directors and 699,286 4.6%
Officers as
a group (9 persons)
_________________
* 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 Brian H. Strom's share ownership figure are 7,465 shares in
respect of which he has sole voting and investment power.
(4) Included in Jay B. Kinder's share ownership figures are 1,175 shares in
respect of which he has sole voting and investment power.
(5) Included in Rulon Blackburn's share ownership figure are 85 shares in
respect of which he has sole voting and investment power.
(6) Included in Philip D. Germond's share ownership figure are 1,270 shares in
respect of which he has sole voting and investment power.
<PAGE>
SOLICITATION OF WRITTEN CONSENTS
Under California law and the Company's Bylaws, any action which may be
taken at any annual or special meeting of shareholders may be taken without a
meeting and without prior notice, if a consent in writing, setting forth the
action so taken, is signed by the holders of outstanding shares having not less
than the minimum number of votes that would be necessary to authorize or take
that action at a meeting at which all shares entitled to vote on that action
were present and voted. The matter being considered by the shareholders is
being submitted for action by written consent, rather than by votes cast at a
meeting. Attached to this Proxy Statement as Appendix A is the text of the
Consent Resolution being submitted for shareholder adoption by written consent.
The Consent Resolution provides for the approval of the Proposal which is more
fully described under the caption "PROPOSAL TO AMEND THE COMPANY'S BYLAWS"
below. The Consent Resolution will be effective on January 6 , 1998, if
sufficient written consents thereto are received by that date (the "Effective
Date"). Written consents must be received by the Company on or before the
Effective Date.
Shareholders are being requested to indicate approval of and consent to the
adoption of the Consent Resolution by executing the enclosed Consent Card and by
checking the box which corresponds to the action the shareholder wishes to take.
FAILURE TO CHECK ANY OF THE BOXES WILL, IF THE CONSENT CARD HAS BEEN SIGNED,
CONSTITUTE APPROVAL OF AND CONSENT TO THE ADOPTION OF THE CONSENT RESOLUTION.
The text of the Consent Resolution has not been set out on the Consent Card
because of space limitations. Nevertheless, signing and indicating approval on
the Consent Card will be deemed to be written consent to the adoption of the
Consent Resolution.
Execution of the Consent Resolution by execution of the Consent Card will
constitute your approval of the Proposal as a shareholder of the Company. The
discussion and descriptions in this Proxy Statement are qualified in their
entirety by reference to the full text of the Consent Resolution. Shareholders
who do not approve and consent to the adoption of the Consent Resolution by
execution of the Consent Card will nonetheless be bound by the Consent
Resolution if sufficient written consents are received by the Company on or
before the Effective Date to approve the Consent Resolution.
The Board of Directors requests that each shareholder execute, date and
mail or deliver the Consent Card to the Company at the following address:
Roseville Communications Company
211 Lincoln Street
Roseville, CA 95678
<PAGE>
REVOCATION OF WRITTEN CONSENTS
Any Consent Card executed and delivered by a shareholder may be revoked by
delivering written notice of such revocation prior to the Effective Date to the
Company at the address set forth below. Consent Cards may not be revoked after
the Effective Date.
Roseville Communications Company
211 Lincoln Street
Roseville, CA 95678
PROPOSAL TO AMEND THE COMPANY'S BYLAWS
The Company's Board of Directors has adopted resolutions which declare the
advisability of, and submit to the shareholders for authorization and approval,
the proposal ("Proposal") to amend the Company's Bylaws and, in particular,
Section 3.02 thereof, to provide that the number of Directors of the Company
shall be not less than five (5) nor more than nine (9). In addition, adoption
of the Proposal will fix the exact number of Directors at five (5) until
changed, within the limits specified above, by an amendment of the proposed new
Section 3.02 of the Bylaws adopted by the Board of Directors or the
shareholders. The Company's Bylaws currently provide for the fixed number of
five (5) Directors. The proposed amended language of Section 3.02 of the Bylaws
is set forth in the Consent Resolution attached at Appendix A hereto.
California law provides that the bylaws of a corporation (unless a
provision is contained in the articles of incorporation) shall set forth the
number of directors of a corporation (a so-called fixed board consistent with
the Company's historical practice) or, instead, that the number of directors
shall be not less than a stated minimum nor more than a stated maximum (which in
no case shall be greater than two times the stated minimum minus one) (a
so-called variable board as proposed in the Consent Resolution).
For many years the affairs of the Company have been managed by a five
person Board of Directors. With the affairs of the Company expanding and the
continuing growth in the Company's operations, the Board of Directors believes
it is in the best interests of the Company and it shareholders to provide the
Board of Directors, assuming adoption of an amended Bylaw establishing a
variable Board, with the flexibility of determining the appropriate number of
Directors based upon the affairs and operations of the Company and the
identification of appropriate candidates for the Board of Directors. While
there is no assurance that the Board of Directors would act to increase the size
of Board, assuming the adoption of the Proposal, the modification to the
Company's Bylaws would permit such action prior to the Company's next Annual
Meeting of Shareholders scheduled for June 19, 1998, and avoid a delay if the
Board of Directors determined both that the Company's interests would be
better served by an increased number of Directors and that the Board has
identified qualified candidates.
<PAGE>
COST OF SOLICITATION
The total cost of preparing, assembling and mailing the Proxy Statement and
any additional material intended to be furnished to shareholders currently with
the proxy statement, and any additional material relating to the 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 and
any additional material intended to be furnished to shareholders. In addition,
officers and regular employees may solicit proxies by telephone or in person.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the 1998 Annual
Meeting must be received by the Company not later than January 6, 1998 to be
considered for inclusion in the Company's proxy statement.
Roseville, California, December 5 , 1997.
By Order of the Board of Directors
/s/ROBERT L. DOYLE
Robert L. Doyle
Chairman of the Board
<PAGE>
APPENDIX A
WHEREAS, the Bylaws of this Corporation and the General Corporation Law of
California provide that any action which may be taken in any meeting of
shareholders may be taken without a meeting and without prior notice, if a
consent in writing, setting forth the actions to be taken, is signed by the
holders of outstanding shares having not less than a minimum number of votes
that would be necessary to authorize or take that action at a meeting at which
all shares entitled to vote on that question were present and voting; and
WHEREAS, the Bylaws of this Corporation may be amended or repealed by the
vote or written consent of holders of a majority of outstanding shares entitled
to vote.
NOW, THEREFORE, BE IT RESOLVED:
That the actions expressed in the following resolutions be and the same
hereby are taken by the shareholders of this Corporation.
WHEREAS, the Board of Directors has approved and submitted, pursuant
to the Proxy Statement dated December 5 , 1997 ("Proxy Statement"),
to the shareholders for their approval an amendment to this Corporation's
Bylaws to amend the same to provide for a variable Board of Directors with
not less than five (5) nor more than nine (9) directors, with the initial
number to be fixed at five (5); and
WHEREAS, the undersigned stockholder has reviewed and carefully
considered the Proxy Statement;
NOW, THEREFORE, BE IT RESOLVED:
That Section 3.02 of this Corporation's Bylaws is hereby amended to
read in full as follows:
"3.02. NUMBER AND QUALIFICATION OF DIRECTORS. The number of
directors of the corporation shall be not less than five (5) nor more than
nine (9). The exact number of directors shall be five (5) until changed,
within the limits specified above, by an amendment of this Section 3.02,
duly adopted by the board of directors or by the shareholders. The
indefinite number of directors may be changed, or a definite number may be
fixed without provision for an indefinite number, by a duly adopted
amendment to the articles of incorporation or by an amendment to this bylaw
duly adopted by the vote or written consent of holders of a majority of the
outstanding shares entitled to vote; provided, however, that an amendment
reducing the fixed number or the minimum number of directors to a number
less than five (5) cannot be adopted if the votes cast against its adoption
at a meeting, or the shares not consenting in the case of an action by
written consent, are equal to more than sixteen and two thirds percent (16
2/3%) of the outstanding shares entitled to vote thereon."
RESOLVED FURTHER, that if sufficient written consents are not received
on or before January 6 , 1998 these resolutions shall be of no
force and effect; and
RESOLVED FURTHER, that the foregoing resolutions shall be deemed to
have been consented to by those shareholders of this Corporation who
execute and deliver to the Corporation the Consent Card accompanying the
Proxy Statement, and the executed Consent Cards, together with this Consent
Resolution, shall constitute one Consent Resolution binding upon this
Corporation and its shareholders.
<PAGE>
ROSEVILLE COMMUNICATIONS COMPANY
CONSENT CARD
The undersigned shareholder by checking the box below takes the following
identified action with respect to the Consent Resolution:
(1) Approval of the Consent Resolution Amending the Bylaws of Roseville
Communications Company:
FOR ___ AGAINST ___
all as set forth in the Notice and Proxy Statement dated December 5 ,
1997, the receipt of which is hereby acknowledged.
WHERE NO SPECIFICATION IS MADE, THE SHARES WILL BE DEEMED TO HAVE CONSENTED TO
THE APPROVAL OF THE CONSENT RESOLUTION.
Dated: _______ day of _________________, 199__.
Signed:
___________________________________
___________________________________
Signature of Shareholder(s)
PLEASE DATE CONSENT CARD AND SIGN EXACTLY AS NAME OR NAMES APPEAR
ABOVE . 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
