WARWICK VALLEY TELEPHONE COMPANY
47 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 25, 1997, at the Company's office at 47 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 I;
II. To amend Paragraph IV of the Certificate of Incorporation, increasing
the number of authorized shares of the Company's Common Stock from
720,000 shares to 2,160,000 shares to accomodate a proposed 3-for-1
stock split;
III. To approve the selection of Auditors for the year ending December 31,
1997; and
IV. 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, 1997 will be entitled to vote on each of the above
matters.
By the order of the Board of Directors
P.S. Demarest, Secretary
April 11, 1997
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 11, 1997
This statement is furnished in connection with a solicitation of
proxies by the Board of Directors of Warwick Valley Telephone Company
(the "Company"), 47 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 25, 1997, at its offices at 47 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, 1997, the Company had outstanding
621,771 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.
Pursuant to the Company's By-Laws, the election of any director
requires an affirmative vote of a plurality and all other matters submitted
require a majority of the votes of the Common Stock represented at the
Annual Meeting in person or by proxy and entitled to vote and voting 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. 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.
The Annual Report to Shareholders for the fiscal year ended December
31, 1996, 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, 47 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 I for terms which will last
until the 2000 Annual Meeting of Shareholders (and until their respective
successors 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 I
Howard Conklin, Jr.
Victor J. Marotta
Henry L. Nielsen, Jr.
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.
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 I
(Term will expire in 2000)
Howard Conklin, Jr., 69......................Director since 1965 Chairman
Chairman of the Board 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 1992;
Victor J. Marotta, 48........................Director since 1990; Director
of Tri-States Tankers of
New York, Inc., a construction
material trucking company
located in Andover, N.J.,
since 1994. President and
principal shareholder of
Tri-States Mix, Inc, a
construction and materials
company located in Port Jervis,
N.Y. from before 1992 to 1994.
Henry L. Nielsen, Jr., 70....................Director since 1984; Vice
Vice Chairman of the Board 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
1992.
DIRECTORS WHOSE TERMS HAVE NOT EXPIRED
(Elected in 1995 and 1996)
Earl V. Barry, 87............................Director since 1973 (Class III;
current term expires in 1999);
retired since 1977; Vice
President of the Company prior
to 1977.
Wisner H. Buckbee, 60........................Director since 1991 (Class II:
current term expires in 1998);
President of Wisner Farms, Inc.,
an operating diary farm, since
before 1992.
Joseph E. DeLuca, M.D., 46...................Director since 1993 (Class II:
current term expires in 1998);
Physician with private practice
since before 1992; Physician
Vernon Urgent Care Center,
Vernon, N.J., since 1994.
Philip S. Demarest, 60.......................Director since 1964;(Class III;
Vice President, Secretary Current Term Expires in
and Treasurer 1999); Vice President since
1977; Secretary since 1972;
Treasurer since 1989; Secretary
and Director Warwick Valley
Mobile Telephone Company, Inc.;
Warwick Valley Long Distance
Company, Inc.; Warwick Valley
Networks Inc.; Hometown Online,
Inc.(the "Company's
subsidiaries").
Fred M. Knipp, 66........................... Director since 1989 (Class II:
President current term expires in 1998);
President since 1988; President
and Director of the Company's
subidiaries
Corinna S. Lewis, 58.........................Director since 1994; (Class III:
current term expires in 1999);
retired public relations
consultant.
THE BOARD OF DIRECTORS AND BOARD COMMITTEES
The Board of Directors held twelve regular meetings in 1996. 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 1996. Director Conklin is Chair-
man of the Committee, and Directors Buckbee, DeLuca, Lewis 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 1996.
Director Marotta is Chairman of the Committee and Directors Barry, Buckbee,
Conklin, DeLuca, Lewis 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 1996. Director
Buckbee is Chairman and Directors DeLuca and Knipp 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 1998
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 12,
1997.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership information as
of March 31,1997 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) 6.59%
5% Preferred Earl V. Barry 142 2.84%
Common Stock Wisner H. Buckbee 1,438 0.23%
5% Preferred Wisner H. Buckbee 20 0.40%
Common Stock Howard Conklin, Jr. 3,240 (1) 0.52%
Common Stock Joseph E. DeLuca 500 (1) 0.08%
Common Stock Philip S. Demarest 1,933 0.31%
Common Stock Herbert Gareiss, Jr. 4,644 (2),(3) 0.75%
Common Stock Fred M. Knipp 4,371 (1) 0.70%
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%
<FN>
All Directors, nominees for Director and officers as a group:
</FN>
Common Stock.....58,342 (9.38% of the class)
5% Preferred........177 (3.54% 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, 1997, the only holder of more than 5% of the
Company's Common Stock known to the Company (other than Earl V. Barry,
47 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 46,820 shares (7.53%) as trustee or custodian. The
Trust Company has sole power to vote and dispose of 46,820 shares.
EXECUTIVE COMPENSATION
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 1996 $164,069.03 $17,670.65
President and Director 1995 $151,575.65 $15,127.74
1994 $137,941.98 $12,312.74
Philip S. Demarest 1996 $118,622.84 $11,971.60
Vice President, Secretary, 1995 $112,964.74 $10,115.87
Treasurer and Director 1994 $105,480.71 $ 8,723.38
Herbert Gareiss, Jr. 1996 $106,530.57 $ 5,032.02
Vice President, Assistant 1995 $101,495.28 $ 3,940.14
Treasurer 1994 $ 95,340.08 $ 3,583.10
* Directors' fees, Company match of 401K contributions and Company-paid
life insurance premiums.
Directors of the Company receive $350, and the Chairman receives
$525, for each regular or special meeting of the Board which they attend.
Directors who are not employees of the Company also receive $175 for each
committee meeting.
REPORT OF OFFICERS COMPENSATION COMMITTEE
COMPENSATION PHILOSOPHY AND POLICY
We believe that a compensation program should offer performance-based
compensation to the Company's employees and reward employees whose results
enable the Company to achieve its vision. The executive compensation program
is designed to measure and enhance executive performance.
The Company 's executive compensation program has two components:
- Base Salary
- Annual Bonus
These components are designed to provide incentives and motivate key
executives whose efforts and job performance will enhance the strategic
well-being of the Company and maximize value to its shareholders. The program
is also structured to attract and retain the highest caliber executives.
The executive compensation program compensates the individual executive
officers based on the company's consolidated performance and the individual's
contribution. The program is designed to be competitive with compensation
programs offered by comparable employers.
Public information concerning salaries paid by companies in the
telecommunications and related industries is used to determine what a
comparable firm would consider an appropriate performance-based compensation
package for its executives.
Base Salary
The salaries of the executive officers, including Mr. Knipp, were
determined based on the executive's performance and an analysis of base
salaries paid executive officers having similar responsibilities in other
companies. The level of Mr. Knipp's base salary was also based upon a
subjective assessment of his individual performance and responsibilities as
well as overall corporate performance as measured by actual earnings per
share, cash flow and growth of the business. The other executive officers
have similar measurements, but the criteria used to determine their
compensation is based more on their individual responsibilities. No relative
weights are attributed to any specific measurement factors.
Annual Bonus
The Company's annual bonus plan is designed to reward all Company
employees on the basis of consolidated corporate results during the past year.
Employees including officers may be entitled to a cash bonus of up to one
week's salary based on the change in consolidated corporate earnings for the
current year as compared to the immediate previous year.
Henry L. Nielsen, Jr., Chairman Dr. Joseph E. DeLuca
Earl V. Barry Corinna S. Lewis
Wisner H. Buckbee Victor J . Marotta
Howard Conklin, Jr.
PERFORMANCE GRAPH
The following graph shows, as a
percentage, the Company's cumulative
total shareholder return, assuming
reinvestment of dividends, against the
Russell 2000, a widely regarded stock GRAPH GOES
market index representing 2000 small
companies whose average market capitalzation HERE
is $255 million. A variety of factors may
be used in order to assess a corporation's
performance. This Performance Graph,
which reflects the Company's total return
against the Russell 2000, reflects
one such method. The shareholder return
values included in the graph for the Company
are based on a valuation prepared annually
for the Company by an independent appraisal
firm in connection with the Company's 401K
Plans including the Savings Plan for Management
Employees discussed later in this proxy statement.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS
The members of the Officers Compensation Committee at the end of the
last completed fiscal year were Mr. Marotta, Mr. Barry, Mr. Nielsen, Mr.
Buckbee, Dr. DeLuca, Mrs. Lewis and Mr. Conklin. None of these persons were,
during 1996, an officer or employee of the Company or any of its subsidiaries.
Mr. Barry is a former officer and employee of the Company, having retired in
1977.
The full Board of Directors accepted the recommendation of the Officers
Compensation Committee concerning all Officers' compensation. Mr. Knipp and
Mr. Demarest are directors of the Company and, during 1996 participated in
those deliberations of the Company's Board of Directors in which the Board
accepted the Officers Compensation Committee's recommendations concerning
executive officer compensation. Neither Mr. Knipp or Mr. Demarest are members
of the Officers Compensation Committee. No executive officer of the Company
has, during 1996 or previously, served as a director or member of the
compensation committee of any other entity that has an executive officer who
serves or has served either as a member of the Officers Compensation Committee
or as a member of the Board of Directors of Warwick Valley Telephone Company.
The Company's management retirement plan (the "Plan") covers all
management employees over the age of 21 who have completed one year of
eligible service. The Plan benefits are fully vested after five years of
service. Normal retirement under the plan is at age 60. An employee's
accumulated monthly retirement benefit equals either: (1) 2-1/2% times years
of service times average monthly earnings (maximum benefit not to exceed the
lesser of 25% of average monthly earnings on a monthly basis or $10,800
annually); or (2) 1% times years of service times average monthly earnings.
Retirement benefits for employees hired prior to December 1, 1985
are determined by using the calculation that results in the highest amount.
Retirement benefits for employees hired on or after December 1, 1985 are
calculated by using the second method. Fred M. Knipp has been credited with
15 years of benefit service, (15%), in addition to the 1% per year of
employment (currently 8 1/2 years) provided by the Plan. Thirty-eight years
of benefit service are currently credited to Philip S. Demarest, and sixteen
years of benefit service are currently credited to Herbert Gareiss, Jr.
Average monthly earnings equal the highest average earnings per month during
any three consecutive twelve-month periods within the last ten twelve-month
periods immediately preceding retirement. The Plan does not provide for any
deductions for social security benefits received.
Annual benefits payable at age 60 to Plan participants are illustrated
in the following Table:
Average Annual Salary
During Highest Paid
Period of Three Annual Retirement Benefits
Consecutive Years Years of Benefit Service
5 10 15 20 30
$ 90,000 4,500 10,800 13,500 18,000 27,000
$ 110,000 5,500 11,000 16,500 22,000 33,000
$ 130,000 6,500 13,000 19,500 26,000 39,000
$ 150,000 7,500 15,000 22,500 30,000 45,000
$ 170,000 8,500 17,000 25,500 34,000 51,000
$ 190,000 9,500 19,000 28,500 38,000 57,000
$ 210,000 10,500 21,000 31,500 42,000 63,000
The additional 15% credited to Mr. Knipp, as reported above in this section,
would result in a benefit of $35,531 per year, based on an average
compensation of $151,196, rather than the amount determined from the above
table ($12,852).
The Company's Savings Plan for Management Employees (the "Savings Plan")
covers all active management employees of the Company. Eligible employees are
permitted to make contributions of up to 15% of their total compensation
before taxes up to a statutory maximum ($9,500 in 1997) to a choice of
predefined funds maintained by the trustees of the Savings Plan. Each April
1, eligible employees may apply accumulated contributions on that date towards
the purchase of shares of the Company's common stock. The common stock will
be purchased from the Company at a price per share equal to a value
established by an independent appraisal firm, less a discount of 15%. The
appraised value for 1997 is $63.10. The Company has agreed to make matching
contributions of one dollar for every dollar contributed by a management
employee, up to a maximum employee contribution of 5% of total compensation.
Participants are fully vested in the Company's contributions to their Savings
Plan accounts immediately. The trustees are Messrs. Knipp, Demarest and
Conklin.
CERTAIN TRANSACTIONS WITH DIRECTORS
During 1995 and 1996, the Company paid a total of $204,565.00 and
$193,976.00, 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. INCREASE IN AUTHORIZED SHARES OF COMMON STOCK
The Board of Directors voted unanimously at its meeting on December 4,
1996 to effect a 3-for-1 split of the Company's Common Stock, subject to
obtaining all necessary shareholder and regulatory approvals. Upon the
effectiveness of the split, each holder of the Company's Common Stock would
hold three shares for each one held immediately prior thereto. The management
of the Company anticipates that all necessary regulatory approvals can be
obtained by September of this year.
The Certificate of Incorporation must be amended, increasing the number
of shares of the Company's Common Stock authorized to be issued, in order for
the stock split to occur. Currently there are 621,771 shares issued and
outstanding out of a total of 720,000 authorized shares. In addition, 49,092
shares were set aside in 1990 and of that number, 22,337 shares are still
unissued as an investment alternative for management and non-management
employees' retirement savings plans (including 401K Plans). To accommodate the
3-for-1 split, including these shares, the number of authorized shares of the
Company's Common Stock must be increased to at least 1,932,324. The Board of
Directors proposes increasing the authorized shares to 2,160,000.
The authorized shares in excess of those needed for the stock split
would not be issued at this time, but would be available for issue at such
time or times in the future as the Directors deem it appropriate. Such shares
could, for example, be issued for the following purposes:
1. Raising additional capital; or
2. Providing additional shares for retirement savings plans.
At present, the Board of Directors has no plans to issue any of the
additional shares, other than in connection with the management and
non-management retirement savings plans.
Shares of Common Stock will have the same characteristics after the
3-for-1 split as at present. There will be no change in par value, since the
Common Stock has no par value. The split will not change the amount shown as
Stockholders' Equity in the Company's Common Stock account.
If the holders of the Company's Common Stock approve the proposed
increase in authorized shares, the Company must submit the proposed increase
to the New York State Public Service Commission (the "PSC") and the State of
New Jersey Board of Public Utilities (the "BPU"). Promptly after obtaining PSC
and BPU approval, the Company will effect the 3-for-1 split.
Existing stock certificates will be retained by their holders and will
represent the same number of shares of Common Stock as they did prior to the
split. Each person shown on the transfer books of the Company as holding
shares of the Common Stock on the record date for the split (which will be the
date upon which the proposed amendment is filed with the Secretary of State of
the State of New York) will, in addition, receive one new certificate
representing two times the number of shares of Common Stock held of record by
such person on such date without taking the split into account. The new
certificate, together with all other certificates held by such person, will
represent the total split shares held.
The Company has been advised by counsel that, in such counsel's opinion,
under the Internal Revenue Code as now in effect, holders of the Common Stock
will not realize any gain or loss for federal income tax purposes upon receipt
of the additional shares of Common Stock as a result of the split. The Company
will also not realize any gain or loss for federal income tax purposes as a
result of the split.
The Board of Directors believes that the proposed split is desirable
because it will make the price of the Common Stock more attractive to
investors and increase the number of shares available for trading. It should
be noted, however, that following the split any trade through a broker may be
subject to higher brokerage commissions, because the number of shares involved
in any transaction may be larger. In addition, it may become more difficult to
attribute the proper tax basis to the specific shares being sold. Shareholders
may wish to consult their tax advisers on the issue.
Under the proposal, the first sentence of Paragraph IV of the
Certificate of Incorporation would be amended to read as follows:
"The total number of shares of the corporation which may be issued
is 2,167,500, to consist of 7,500 preferred shares having a par value
of $100.00 each and 2,160,000 common shares without par value."
The remainder of Paragraph IV, dealing with the title to be given to
preferred shares, the manner of calculating the Company's capital, and the
rights and privileges of the Company's 5% Series Preferred Shares, is not
being amended hereby and will continue in full force and effect.
III. 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 1997. 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.
IV. 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.
SHAREHOLDER 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 47 Main Street, Warwick, New York 10990) not
later than December 12, 1997 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 one 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 Barbara Barber and Colleen Shannon, with
full power of substitution, attorney, agent and proxy to vote on behalf of the
undersigned at the Annual Meeting of Shareholders of Warwick Valley Telephone
Company to be held on Friday, April 25, 1997 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. Nielsen, Jr.
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. To amend Paragraph IV of the Certificate of Incorporation, increasing
the number of authorized shares of the Company's Common Stock from
720,000 shares to 2,160,000 shares to accommodate a proposed 3-for-1
stock split;
The Board of Directors recommends a vote FOR this resolution.
IV. PROPOSAL TO APPROVE THE APPOINTMENT
OF BUSH AND GERMAIN as the FOR [ ] AGAINST [ ] ABSTAIN [ ]
independent public accountants of
the Company.
The Board of Directors recommends a vote FOR this resolution.
V. 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
......................................................,1997
(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