-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, rnUNzXwMmM9qsOHozZHUh3c5cncaOyYf3GPC5qDgtKpAMsJmaGA/WiXySTyNwPnS eUeZ5mdMCiAXpRKq7T1iRg== 0000104777-95-000011.txt : 19950414 0000104777-95-000011.hdr.sgml : 19950414 ACCESSION NUMBER: 0000104777-95-000011 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950428 FILED AS OF DATE: 19950411 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WARWICK VALLEY TELEPHONE CO CENTRAL INDEX KEY: 0000104777 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 141160510 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-11174 FILM NUMBER: 95528144 BUSINESS ADDRESS: STREET 1: 47 49 MAIN ST CITY: WARWICK STATE: NY ZIP: 10990 BUSINESS PHONE: 9149861101 MAIL ADDRESS: STREET 1: 47 49 MAIN ST STREET 2: PO BOX 592 CITY: WARWICK STATE: NY ZIP: 10990 DEF 14A 1 NOTICE OF ANNUAL MEETING 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. 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. Amount and Nature Name of of Beneficial Percent Title of Class Beneficial Ownership (Shares) of Class
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% All Directors, nominees for Director and officers as a group:
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. 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.
Name and Other Annual Principal Position Year Salary Compensation* 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.
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 -----END PRIVACY-ENHANCED MESSAGE-----