0000947871-14-000699.txt : 20141112 0000947871-14-000699.hdr.sgml : 20141111 20141112134929 ACCESSION NUMBER: 0000947871-14-000699 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20141112 DATE AS OF CHANGE: 20141112 GROUP MEMBERS: ALEXIS P. MICHAS GROUP MEMBERS: BRAD BONO GROUP MEMBERS: BROOKLANDS HERITAGE, LLC GROUP MEMBERS: JOHN A. BARTHOLDSON GROUP MEMBERS: JUNIPER HF INVESTORS II, LLC GROUP MEMBERS: JUNIPER INVESTMENT COMPANY, LLC GROUP MEMBERS: JUNIPER PUBLIC FUND, L.P. GROUP MEMBERS: PRINCETON HOSTED SOLUTIONS, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALTEVA, INC. CENTRAL INDEX KEY: 0000104777 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 141160510 STATE OF INCORPORATION: NY FISCAL YEAR END: 1220 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79356 FILM NUMBER: 141213059 BUSINESS ADDRESS: STREET 1: 401 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19106 BUSINESS PHONE: 877-258-3722 MAIL ADDRESS: STREET 1: 401 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19106 FORMER COMPANY: FORMER CONFORMED NAME: WARWICK VALLEY TELEPHONE CO DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MICHAS ALEXIS P CENTRAL INDEX KEY: 0001044005 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 940 WINTER STREET CITY: WALTHAM STATE: MA ZIP: 02451 SC 13D/A 1 ss406158_sc13da.htm AMENDMENT NO. 4
 


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
 
Alteva, Inc.

(Name of Issuer)
 
Common Stock, par value $.01 per share

(Title of Class of Securities)
 
883375107

(CUSIP Number)
 
Alexis P. Michas
Juniper Investment Company, LLC
555 Madison Avenue, 24th Floor
New York, New York 10022
(212) 339-8500

(Name, Address and Telephone Number of Person Authorized
 to Receive Notices and Communications)
 
November 11, 2014

(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 § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box o.
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7(b) 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 disclosures provided in a prior cover page.
 
The information required on 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 13D
                      
CUSIP No. 883375107
 
Page 2 of 14 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
Juniper Public Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
 
3
SEC USE ONLY
         
          
4
SOURCE OF FUNDS (See Instructions)
  
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
               
                      
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
  
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
  
467,176
8
SHARED VOTING POWER
  
0
9
SOLE DISPOSITIVE POWER
  
467,176
10
SHARED DISPOSITIVE POWER
  
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
467,176
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
              
                            
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
7.8%
14
TYPE OF REPORTING PERSON (See Instructions)
  
PN
 
  
 
 
Page 2 of 14 Pages

 

SCHEDULE 13D
 
CUSIP No. 883375107
 
Page 3 of 14 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
Juniper HF Investors II, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
 
3
SEC USE ONLY
        
             
4
SOURCE OF FUNDS (See Instructions)
  
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
               
               
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
                 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
  
0
8
SHARED VOTING POWER
  
467,176
9
SOLE DISPOSITIVE POWER
  
0
10
SHARED DISPOSITIVE POWER
  
467,176
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
467,176
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
              
                        
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
7.8%
14
TYPE OF REPORTING PERSON (See Instructions)
  
PN
 
 
Page 3 of 14 Pages

 
 
SCHEDULE 13D
 
CUSIP No. 883375107
 
Page 4 of 14 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
    
Juniper Investment Company, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
 
3
SEC USE ONLY
  
  
4
SOURCE OF FUNDS (See Instructions)
  
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
             
                  
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
  
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
  
0
8
SHARED VOTING POWER
  
467,176
9
SOLE DISPOSITIVE POWER
  
0
10
SHARED DISPOSITIVE POWER
  
467,176
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
467,176
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
               
                
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
7.8%
14
TYPE OF REPORTING PERSON (See Instructions)
  
PN
 
 
Page 4 of 14 Pages

 
 
SCHEDULE 13D
 
CUSIP No. 883375107
 
Page 5 of 14 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
    
Alexis P. Michas
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
 
3
SEC USE ONLY
  
  
4
SOURCE OF FUNDS (See Instructions)
  
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
             
                 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
  
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
  
0
8
SHARED VOTING POWER
  
467,176
9
SOLE DISPOSITIVE POWER
  
0
10
SHARED DISPOSITIVE POWER
  
467,176
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
467,176
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
                
                 
x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
7.8%
14
TYPE OF REPORTING PERSON (See Instructions)
  
IN
 
 
Page 5 of 14 Pages

 
 
SCHEDULE 13D
 
CUSIP No. 883375107
 
Page 6 of 14 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
John A. Bartholdson
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
 
3
SEC USE ONLY
  
  
4
SOURCE OF FUNDS (See Instructions)
  
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
              
                
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
   
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
  
0
8
SHARED VOTING POWER
  
467,176
9
SOLE DISPOSITIVE POWER
  
0
10
SHARED DISPOSITIVE POWER
  
467,176
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
467,176
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
             
                        
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
7.8%
14
TYPE OF REPORTING PERSON (See Instructions)
   
IN
 
 
Page 6 of 14 Pages

 
 
SCHEDULE 13D
 
CUSIP No. 883375107
 
Page 7 of 14 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
Princeton Hosted Solutions, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
 
3
SEC USE ONLY
  
  
4
SOURCE OF FUNDS (See Instructions)
  
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
              
                     
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
  
New Jersey
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
   
0
8
SHARED VOTING POWER
   
0
9
SOLE DISPOSITIVE POWER
   
0
10
SHARED DISPOSITIVE POWER
   
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
0
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
              
                     
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
0%
14
TYPE OF REPORTING PERSON (See Instructions)
   
PN
 
 
Page 7 of 14 Pages

 
 
SCHEDULE 13D
 
CUSIP No. 883375107
 
Page 8 of 14 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
Brooklands Heritage, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
 
3
SEC USE ONLY
  
  
4
SOURCE OF FUNDS (See Instructions)
    
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
              
               
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
  
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
  
0
8
SHARED VOTING POWER
  
0
9
SOLE DISPOSITIVE POWER
  
0
10
SHARED DISPOSITIVE POWER
  
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
0
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
               
                    
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
0%
14
TYPE OF REPORTING PERSON (See Instructions)
   
PN
 
 
 
Page 8 of 14 Pages

 
 
SCHEDULE 13D
 
CUSIP No. 883375107
 
Page 9 of 14 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
     
Brad Bono
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
 
3
SEC USE ONLY
  
  
4
SOURCE OF FUNDS (See Instructions)
  
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
               
                  
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
     
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
   
15,837
8
SHARED VOTING POWER
   
0
9
SOLE DISPOSITIVE POWER
 
15,837
10
SHARED DISPOSITIVE POWER
   
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
15,837
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
                      
                         
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
0.3%
14
TYPE OF REPORTING PERSON (See Instructions)
   
IN
 
 
Page 9 of 14 Pages

 
                  
Item 1.
Security and Issuer.
 
Item 1 is hereby amended and restated in its entirety to read as follows:
 
This Amendment No. 4 to the statement on Schedule 13D (this “Amendment No. 4”) relates to the common stock, par value $.01 per share (the “Shares”), of Alteva, Inc., a New York corporation (the “Issuer”), and hereby amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on September 30, 2013 (the “Initial Schedule”), as amended by Amendment No. 1 filed on May 27, 2014, Amendment No. 2 filed on August 26, 2014 and Amendment No. 3 filed on September 22, 2014 (the “Amendments”, and together with the Initial Schedule, the “Schedule 13D”).  Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 13D.  All items or responses not described herein remain as previously reported in the Schedule 13D.  The Issuer’s principal executive offices are located at 401 Market Street, Philadelphia, PA, 19106.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated in its entirety to read as follows:
 
The Shares held by Juniper Public Fund that are the subject of this Schedule 13D were purchased with funds obtained through capital contributions from investors in Juniper Public Fund.  Such Shares were purchased in open market purchases for an aggregate purchase price of approximately $3,410,000, excluding brokerage commissions.
 
The Shares held by Mr. Bono that are the subject of this Schedule 13D were purchased with personal funds.  Such Shares were purchased in open market purchases for an aggregate purchase price of approximately $119,000, excluding brokerage commissions.
 
Item 4.
Purpose of the Transaction.
 
Item 4 is hereby amended and supplemented by adding the following:
 
On November 11, 2014, Juniper Investment Company delivered a letter (the “November 11 Letter”) to the Board of Directors of the Issuer (including Mr. Brian J. Kelley, Chief Executive Officer of the Issuer) regarding its investment in the Issuer.
 
The foregoing description of the November 11 Letter is qualified in its entirety by reference to the full text of the November 11 Letter, a copy of which is filed as Exhibit F to this Amendment No. 4 and is incorporated by reference into this Item 4.
 
Item 5.
Interest in Securities of the Issuer.
 
Item 5 is hereby amended and restated as follows:
 
Item 5(a) is hereby amended and restated in its entirety to read as follows:
 
The responses of the Reporting Persons to Rows (11) through (13) of the cover pages of this Amendment No. 4 are incorporated herein by reference.
 
 
 
Page 10 of 14 Pages

 
                  
(a)           The percentages used herein are calculated based upon 5,983,351 Shares outstanding at August 1, 2014, as set forth in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2014.
 
As of the date of this Amendment No. 4, the Reporting Persons may be deemed to have beneficial ownership of the Shares as follows:
 
(i)           Juniper Public Fund beneficially owned 467,176 Shares, constituting approximately 7.8% of the then outstanding Shares.
 
(ii)          Juniper HF Investors, as the general partner of Juniper Public Fund, may be deemed to own beneficially (as that term is defined in Rule 13d-3 under the Act) 467,176 Shares, constituting approximately 7.8% of the then outstanding Shares.  Juniper HF Investors disclaims beneficial ownership of such Shares for all other purposes.
 
(iii)         Juniper Investment Company, as the investment advisor of Juniper Public Fund, may be deemed to own beneficially (as that term is defined in Rule 13-d under the Act) 467,176 Shares, constituting approximately 7.8% of the then outstanding Shares.  Juniper Investment Company disclaims beneficial ownership of such Shares for all other purposes.
 
(iv)         Each of Messrs. Michas and Bartholdson, as the managing members of Juniper HF Investors and Juniper Investment Company, may be deemed to own beneficially (as that term is defined in Rule 13d-3 under the Act) 467,176 Shares, constituting approximately 7.8% of the then outstanding Shares.  Messrs. Michas and Bartholdson disclaim beneficial ownership of such Shares for all other purposes.
 
(v)          Mr. Bono beneficially owned 15,837 Shares, constituting approximately 0.3% of the then outstanding Shares.
 
(vi)         Neither Princeton nor Brooklands beneficially own any Shares.
 
(vii)        As a result of the matters described in Item 4, the Reporting Persons may be deemed to constitute a “group”, within the meaning of Section 13(d)(3) of the Act.  Accordingly, each Reporting Person may be deemed to beneficially own any Shares that may be beneficially owned by any other Reporting Person, and, on that basis may be deemed to beneficially own, in the aggregate, 483,013 Shares, constituting approximately 8.1% of the then outstanding Shares.  Each of the Group Reporting Persons hereby disclaims beneficial ownership of any Shares that may be beneficially owned by Juniper Public Fund, Juniper HF Investors, Juniper Investment Company and Messrs. Michas and Bartholdson.  Each of Juniper Public Fund, Juniper HF Investors, Juniper Investment Company, Messrs. Michas and Bartholdson, Princeton and Brooklands hereby disclaims beneficial ownership of any Shares that may be beneficially owned by Mr. Bono.  Neither the filing of this Amendment No. 4 nor any of its contents shall be deemed to constitute an admission that Princeton or Brooklands is the beneficial owner of any Shares for purposes of Section 13(d) of the Act or for any other purpose or that Princeton or Brooklands has an obligation to file this Amendment No. 4.
            
Item 5(b) is hereby amended and restated in its entirety to read as follows:
 
 
 
 
Page 11 of 14 Pages

 
                 
(b)           Juniper Public Fund has the sole power to vote or direct the vote of 467,176 Shares and the sole power to dispose or direct the disposition of such Shares.  Juniper HF Investors, Juniper Investment Company, and Messrs. Michas and Bartholdson may be deemed to share with Juniper Public Fund the power to vote or to direct the vote and to dispose or to direct the disposition of such Shares.  Mr. Bono has the sole power to vote or direct the vote of 15,837 Shares and the sole power to dispose or direct the disposition of such Shares. Neither Princeton nor Brooklands, as of the date hereof, has power to vote or to direct the vote or to dispose or direct the disposition of any Shares. The information set forth in Item 5(a)(vii) is incorporated by reference in its entirety into this Item 5(b).
 
Item 5(c) is hereby amended and supplemented by adding the following:
 
(c)           Set forth on Exhibit A to this Amendment No. 4 is a list of transactions in the Shares effected by the Reporting Persons since September 22, 2014, the date of the last amendment to the Schedule 13D filed by the Reporting Persons in respect of the Shares.
 
Item 5(d) is hereby amended and restated in its entirety to read as follows:
 
(d)      To the knowledge of the Reporting Persons, no person other than Juniper Public Fund, Juniper HF Investors, Juniper Investment Company, and Messrs. Michas, Bartholdson and Bono has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, any of the Shares.  Neither Princeton nor Brooklands has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
 
Item 7.
Materials to be Filed as Exhibits.
 
Exhibit A:
Schedule of Transactions
Exhibit B:
Amended and Restated Joint Filing Agreement, dated August 26, 2014, among the Reporting Persons (incorporated by reference to the Issuer’s Schedule 13D filed with the Securities and Exchange Commission on August 26, 2014)
Exhibit F:
Letter, dated November 11, 2014, from Juniper Investment Company to the Board of Directors of the Issuer
 
 
 
 
 
 
 
 
 
Page 12 of 14 Pages

 
                      
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.
 
Dated:  November 12, 2014
              
  JUNIPER PUBLIC FUND, L.P.  
         
  By: JUNIPER HF INVESTORS II, LLC, its General Partner
         
         
  By:  /s/ Alexis P. Michas  
  Name: Alexis P. Michas  
  Title: Managing Member  
         
                   
  JUNIPER HF INVESTORS II, LLC  
         
         
  By:  /s/ Alexis P. Michas  
  Name: Alexis P. Michas  
  Title: Managing Member  
         
                   
  JUNIPER INVESTMENT COMPANY, LLC  
         
         
  By:  /s/ Alexis P. Michas  
  Name: Alexis P. Michas  
  Title: Managing Member  
         
                  
         
  By:  /s/ Alexis P. Michas  
  ALEXIS P. MICHAS  
         
                      
         
  By:  /s/ John A. Bartholdson  
  JOHN A. BARTHOLDSON  
         

 
 
 
 
 
 
 

[Alteva, Inc. 13D, Amendment No. 4]
 
 

 
                           
  PRINCETON HOSTED SOLUTIONS, LLC  
         
  By:  BROOKLANDS HERITAGE, LLC, its Managing Member   
         
         
  By:  /s/ Brad Bono  
  Name: Brad Bono  
  Title: Sole Member  
         
                          
  BROOKLANDS HERITAGE, LLC  
         
         
  By:  /s/ Brad Bono  
  Name: Brad Bono  
  Title: Sole Manager  
         
                     
         
  By:  /s/ Brad Bono  
  BRAD BONO  
         

 
 
 
 
 
[Alteva, Inc. 13D, Amendment No. 4] 

EX-99.A 2 ss406158_ex99a.htm SCHEDULE OF TRANSACTIONS
      
EXHIBIT A

SCHEDULE OF TRANSACTIONS


Reporting Person
Date of Transaction
Number of Shares
Acquired
Approximate
Price Per Share
Juniper Public Fund
September 22, 2014
17,166
$7.15
Juniper Public Fund
September 23, 2014
201
$7.20
Juniper Public Fund
September 24, 2014
4,800
$7.20
Juniper Public Fund
September 25, 2014
1,462
$7.20
Juniper Public Fund
September 26, 2014
5,137
$7.18
Juniper Public Fund
September 29, 2014
8,300
$6.99
Juniper Public Fund
September 30, 2014
4,700
$6.99
Juniper Public Fund
October 6, 2014
300
$6.99

 
 
 
 
 
 
 
 
 
 
 

EX-99.F 3 ss406158_ex99f.htm LETTER
                
JUNIPER INVESTMENT COMPANY
Juniper Investment Company, LLC
 
555 Madison Avenue
New York, New York 10022
212 339 8500

 

 
 
November 11, 2014
 

 
 
Members of the Board of Directors
Alteva, Inc.
Attention:  Mr. Brian J. Kelley
Chief Executive Officer
401 Market Street
Philadelphia, PA 19106-2107
 
Dear Mr. Kelley and Members of the Board of Directors,
 
As Alteva’s largest shareholder, we are deeply concerned about the failure of the Board of Directors to pursue alternatives to maximize shareholder value.  We think it is important for all shareholders to understand what has transpired.
 
Juniper’s Offer
 
·
In May 2014, we recommended (both privately and publicly) that the company retain an independent financial advisor to evaluate strategic alternatives, including the sale of the business.  We made this recommendation in response to the lack of leadership and strategic direction as the company searched for its third CEO in 15 months.
 
·
In light of the Board’s complete disregard of this recommendation, Juniper and Princeton Hosted Solutions made an offer to acquire Alteva for $8.00 per share on August 26, 2014.
 
·
This offer represented a 51% premium to the closing price of $5.29 per share as of August 25, 2014.
 
Alteva’s Response
 
·
Four business days later (on September 2, 2014), the company issued a press release in response to Juniper’s offer.
 
o
The press release stated, among other things, that “Alteva’s Board thoroughly reviewed Juniper’s unsolicited proposal with the assistance of its independent advisors and concluded that the proposal significantly undervalues the Company and its future prospects and is not in the best interests of shareholders”.
 
·
The Board of Directors adopted a “poison pill” shareholder rights plan.
 
·
The Board of Directors also amended the company’s by-laws to raise the threshold for calling a special meeting to 51% of shareholders.
 
Alteva’s Board has failed to exercise its Fiduciary Duties and is in breach of its Duty to Care
 
·
The company and its “independent advisors” have not asked a single question about Juniper’s offer, either during this period of “thorough review” or subsequently.
 
·
How could the Alteva Board possibly conduct a “thorough review” of an offer to acquire the company in four business days without asking any questions?
 
·
Did the Board even retain an independent financial advisor?
 
 
 
 

 
                  
JUNIPER INVESTMENT COMPANY
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·
Exactly who opined that this company can be sold for substantially more than $8.00 or that Alteva’s shares will trade in the public markets for substantially more than the 51% premium that the Juniper offer represented?
 
·
Subsequent attempts by Juniper to engage in a dialogue with the Alteva Board have also been ignored.
 
Instead of a “thorough review” and a good faith attempt to maximize shareholder value, Alteva’s Board of Directors seems to be interested only in remaining entrenched
 
·
Alteva’s Board terminated the company’s top three operating executive officers over a 13-month span before installing one of its own members as CEO.
 
o
Duane W. Albro, Alteva’s former CEO, was terminated on March 4, 2013.
 
o
David J. Cuthbert, Duane’s replacement, was terminated on March 31, 2014.
 
o
Jay Conn, Alteva’s former COO, was terminated along with David Cuthbert on March 31, 2014.
 
o
The Board then established an “office of the CEO” consisting of three company vice presidents.
 
o
On May 7, 2014, Brian J. Kelley, who had served as a member of the board for six months, was named interim CEO and the company announced that a “Special Committee of the Board is in the process of conducting a search for a permanent CEO”.
 
o
On August 25, 2014, Brian J. Kelley was named CEO.
 
·
How many outside candidates for the CEO position did the Special Committee of the Board interview?
 
·
According to Alteva’s three most recent proxy statements, Alteva’s independent directors have received total compensation of over $1.8 million during the period 2011 – 2013.
 
Lack of shareholder support
 
·
We believe based upon conversations with other Alteva shareholders that no current member of the Alteva Board would be re-elected if challenged in a special or regular shareholder meeting.
 
·
At the 2014 annual meeting, shareholders voted against the incumbent board nominees in significant numbers:
 
o
Two incumbent director nominees had more “votes withheld” than “for”.
 
o
Not a single nominee had more than 33% of the outstanding shares voted in favor of their election.
 
The time has come to more forward
Juniper has a strong preference to engage in an amicable negotiation with the Board and its advisors to arrive at a mutually acceptable transaction.  Any further delays could significantly diminish the value available to Alteva’s shareholders.  Juniper will not stand by indefinitely and continue to underwrite the current valuation.  If the Alteva Board agrees to negotiate in good faith, Juniper would be amenable to an appropriate market test that allows for a better offer.
 
The time has come for the board to be responsive to the company’s shareholders.  Therefore, we insist that the Board immediately begin a process to engage in a negotiation with Juniper or retain an independent financial advisor to solicit proposals for the sale of the company.
 

 
 

 
             
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Page  3
            
          
We encourage all shareholders that support the position above as a way to maximize shareholder value to contact Juniper as well as all members of the Board of Directors to express their views.
 
Juniper can be reached as follows:
 
Juniper Investment Company, LLC
555 Madison Avenue
24th Floor
New York, NY 10022
Attn: John A. Bartholdson
info@juniperfunds.com
(212) 339-8542
FAX (212) 339-8585

Brian Kelley, Alteva’s CEO and a member of the Board of Directors can be reached as follows:
 
Alteva, Inc.
401 Market Street
First Floor
Philadelphia, PA 19106
Attn: Brian J. Kelley, Chief Executive Officer and Board Member
bkelley@alteva.com
(215) 789-4049
FAX (215) 253-5120

The Company’s independent directors can be reached either through the Company or as follows:

Board Member
Email
Phone
Ms. Kelly C. Bloss, Chairman
kbloss@kxfer.com
(914) 779-3274
Mr. Jeffrey D. Alario
jeffa@alarioassociates.com
(845) 986-8717
Mr. Douglas B. Benedict
dbb@oemcapital.com
(203) 254-0200 Ext 104
Mr. Edward J. Morea
 
(856) 642-7007

 
Sincerely,
 

 
John A. Bartholdson
Managing Member
Juniper Investment Company, LLC