DEFA14A 1 l00502adefa14a.txt WARWICK VALLEY TELEPHONE COMPANY DEFA14A 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 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 permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material Pursuant to Section 240.14a-11c or Section 240.14a-12 WARWICK VALLEY TELEPHONE COMPANY -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement) 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 or Registration Statement No.: -------------------------------------------------------------------- (3) Filing Party: -------------------------------------------------------------------- (4) Date Filed: -------------------------------------------------------------------- ISS RECOMMENDS WARWICK VALLEY SHAREHOLDERS VOTE FOR WARWICK VALLEY NOMINEES --- FINDS PERFORMANCE EXCEPTIONAL WARWICK, NY - April 22, 2003 - The Warwick Valley Telephone Company (NASDAQ: WWVY), today announced that Institutional Shareholder Services (ISS) recommended that Warwick Valley shareholders vote FOR management's slate of director nominees at the Company's Annual Meeting, scheduled to be held on April 25, 2003, rather than the dissident nominee proposed by one shareholder. ISS also recommended that shareholders reject both the dissident's plan to spin-off Warwick Valley's interest in a cellular partnership and the dissident's proposal to register the company as an Investment Company with the Securities and Exchange Commission. ISS is widely recognized as the nation's leading independent proxy advisory firm. Their recommendations are relied upon by institutional investors, mutual funds, and other fiduciaries. In reaching its decision to recommend that Warwick Valley shareholders vote FOR the nominees on Warwick Valley's slate, ISS noted that, "the stock performance of the company has been exceptional over the last five years. While most markets have suffered a severe decline, the company's shareholders have prospered." ISS concluded that "Given the company's performance... it is difficult to question the Board's decision" that "its business plan maximizes shareholder value". M. Lynn Pike, president of Warwick Valley, said, "the ISS report impartially answered all significant questions raised by the dissident shareholder." ISS also supported the other actions proposed by Warwick Valley at its Annual Meeting, except for the increase in preferred stock, which did not conform to ISS' capitalization model. Warwick Valley Telephone, established in 1902, is a residential and business telecommunications provider in the tri-state region. Warwick Valley offers integrated communications solutions, including local and long distance services, dial-up and high-speed DSL Internet, yellow pages, business systems, broadband data, cellular, and paging. Warwick Valley is committed to their tradition of offering superior technology and quality customer service.