UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 14A
                Proxy Statement Pursuant to Section 14(a) of the
                        Securities Exchange Act of 1934
                                (Amendment No. 2)


Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
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[X]         Preliminary Proxy Statement
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[ ]         Confidential, for Use of the Commission Only (as permitted by Rule
            14a-6(e)(2))
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[ ]         Definitive Proxy Statement
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[ ]         Definitive Additional Materials
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[ ]         Soliciting Material Pursuant to Section 240.14a-12
- --------------------------------------------------------------------------------

                              Horizon Telcom, Inc.
                (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):

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[X]         No fee required.
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[ ]         Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
            0-11.
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      1)    Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
      2)    Aggregate number of securities to which transaction applies:
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      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:
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[ ]         Fee previously paid with preliminary materials.
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[ ]         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.
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      1)    Amount Previously Paid:
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      2)    Form, Schedule or Registration Statement No.:
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      3)    Filing Party:
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      4)    Date Filed:
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                           [Horizon Telcom, Inc. Logo]
                              Horizon Telcom, Inc.
                               68 East Main Street
                          Chillicothe, Ohio 45601-0480

                    NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
                        TO BE HELD ON _____________, 2005

To the Stockholders of Horizon Telcom, Inc.:

            NOTICE IS HEREBY GIVEN that a Special Meeting of  Stockholders  (the
"Special  Meeting") of Horizon Telcom,  Inc. (the "Company") will be held at the
offices of Horizon Technology,  Inc., 1410 Industrial Drive,  Gateway Industrial
Park, Chillicothe,  Ohio on _________,  2005 at __:00 p.m. (Cincinnati time) for
the following purposes:

      o     The approval of  amendments  to the  Company's  Amended and Restated
            Articles  of  Incorporation  whereby  the  Company  would  effect  a
            1-for-125  reverse stock split of its shares of Class B common stock
            ("Class  B  Shares"),  such  that  holders  of less than 125 Class B
            Shares would have their Class B Shares  cancelled and converted into
            the  right to  receive  the cash  consideration  set  forth  herein,
            followed immediately by a 125-for-1 forward stock split of the Class
            B Shares  (the  aforesaid  reverse and forward  stock  splits  being
            hereinafter  collectively referred to as the "Reverse/Forward  Stock
            Splits") and

      o     Such other business as may properly come before the Special  Meeting
            and any adjournment or postponement thereof.

            The  foregoing  matters  are  described  in more detail in the proxy
statement dated ___________, 2005 (the "Proxy Statement") which follows.

            The Company's  board of directors  (the "Board") has fixed the close
of business on  ___________,  2005 as the record date for determining the record
holders of the Class B Shares and the  Company's  shares of Class A common stock
(collectively  with the Class B Shares,  the "Shares") entitled to notice of the
Special Meeting and any adjournment or postponement thereof. The Board has fixed
the close of business on  ___________,  2005 as the record date for  determining
the record holders of the Shares  entitled to vote at the Special Meeting and at
any adjournment or postponement thereof.

            THE BOARD  HAS  DETERMINED  THAT THE  REVERSE/FORWARD  STOCK  SPLITS
PROPOSAL AS  DESCRIBED  IN THE PROXY  STATEMENT  IS IN THE BEST  INTEREST OF THE
COMPANY AND ITS  STOCKHOLDERS AND HAS DIRECTED THAT THE PROPOSAL BE SUBMITTED TO
THE COMPANY'S  STOCKHOLDERS FOR THEIR APPROVAL. THE BOARD UNANIMOUSLY RECOMMENDS
THAT YOU VOTE FOR THE PROPOSAL.




            YOUR VOTE IS  IMPORTANT.  WHETHER  OR NOT YOU  EXPECT TO ATTEND  THE
SPECIAL MEETING,  PLEASE MARK, DATE, SIGN AND RETURN PROMPTLY THE ENCLOSED PROXY
CARD IN THE RETURN STAMPED  ENVELOPE  PROVIDED.  A PROXY IS REVOCABLE AT ANYTIME
BEFORE  IT IS VOTED AT THE  SPECIAL  MEETING  BY  EXECUTION  AND  DELIVERY  OF A
LATER-DATED PROXY CARD; VOTING BY BALLOT AT THE SPECIAL MEETING;  OR DELIVERY OF
WRITTEN  NOTICE TO THE  INSPECTORS  OF ELECTION IN CARE OF THE  SECRETARY OF THE
COMPANY AT THE ADDRESS  LISTED ABOVE.  YOUR PROMPT RETURN OF THE ENCLOSED  PROXY
CARD WILL BE OF GREAT  ASSISTANCE  IN PREPARING  FOR THE SPECIAL  MEETING AND IS
THEREFORE STRONGLY REQUESTED.

            FOR SPECIFIC  INSTRUCTIONS ON HOW TO VOTE YOUR SHARES,  PLEASE REFER
TO THE  SECTION  CONTAINED  IN THE  PROXY  STATEMENT  ENTITLED  "GENERAL  VOTING
INFORMATION" AND THE INSTRUCTIONS ON THE ENCLOSED PROXY CARD.

            NO  PERSON  IS  AUTHORIZED  TO GIVE ANY  INFORMATION  OR TO MAKE ANY
REPRESENTATION  NOT CONTAINED IN THE PROXY  STATEMENT AND IF GIVEN OR MADE, SUCH
INFORMATION  OR  REPRESENTATION  SHOULD  NOT  BE  RELIED  UPON  AS  HAVING  BEEN
AUTHORIZED BY THE COMPANY.

                                                    By Order of the Board:

                                                    Jack E. Thompson
Date: ____________, 2005                            Secretary

            This notice of special meeting, the Proxy Statement and the enclosed
proxy are first being  distributed  to the  Company's  stockholders  on or about
_______, 2005.


                                       2


                           [Horizon Telcom, Inc. Logo]
                              Horizon Telcom, Inc.
                                 Proxy Statement
                         Special Meeting of Stockholders

To the Stockholders of Horizon Telcom, Inc.:

            This proxy statement dated __________,  2005 ("Proxy Statement") and
the enclosed proxy card are being mailed to the  stockholders of Horizon Telcom,
Inc., an Ohio corporation  (the "Company"),  in connection with the solicitation
of proxies by the board of directors (the "Board") of the Company for use at the
special  meeting (the "Special  Meeting") of the  stockholders to be held at the
offices of Horizon Technology,  Inc., 1410 Industrial Drive,  Gateway Industrial
Park, Chillicothe, Ohio on ____________,  2005 at ___:00 p.m. (Cincinnati time),
and at any adjournment or postponement thereof.

            The Company's  shares of Class A common stock ("Class A Shares") and
Class B common stock ("Class B Shares" and collectively with the Class A shares,
the "Shares") are eligible for voting at the Special Meeting. Although the Class
B Shares are, as a general matter, non-voting, these shares are entitled to vote
at the  Special  Meeting  under Ohio law since the Board is seeking  approval of
amendments  to the  Company's  Amended and  Restated  Articles of  Incorporation
relating solely to the Class B Shares.

            THIS  TRANSACTION  HAS  NOT  BEEN  APPROVED  OR  DISAPPROVED  BY THE
SECURITIES  AND  EXCHANGE  COMMISSION  NOR HAS THE  COMMISSION  PASSED  UPON THE
FAIRNESS OR MERITS OF SUCH  TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF THE
INFORMATION  CONTAINED IN THIS DOCUMENT.  ANY  REPRESENTATION TO THE CONTRARY IS
UNLAWFUL.

            NO  PERSON  IS  AUTHORIZED  TO GIVE ANY  INFORMATION  OR TO MAKE ANY
REPRESENTATION  NOT CONTAINED IN THIS PROXY STATEMENT AND IF GIVEN OR MADE, SUCH
INFORMATION  OR  REPRESENTATION  SHOULD  NOT  BE  RELIED  UPON  AS  HAVING  BEEN
AUTHORIZED BY THE COMPANY.

            Statements  contained  herein  that are not  purely  historical  are
forward-looking statements,  including, but not limited to, statements regarding
the Company's expectations,  hopes, beliefs,  intentions or strategies regarding
the  future.  Forward-looking  statements  are  inherently  subject to risks and
uncertainties,  some of which cannot be predicted or quantified.  Actual results
could differ materially from those projected in any  forward-looking  statements
as a result of a number of  factors,  including  those  detailed  in this  Proxy
Statement. The forward-looking  statements are made as of the date of this Proxy
Statement  and the  Company  undertakes  no  obligation  to update or revise the
forward-looking  statements,  or to update the reasons why actual  results could
differ materially from those projected in the forward-looking statements.

            We caution  you not to place undue  reliance on any  forward-looking
statements  made by, or on behalf of, the Company in this Proxy  Statement or in
any of our filings with the


Commission or otherwise. Additional information with respect to factors that may
cause  the   results   to  differ   materially   from  those   contemplated   by
forward-looking  statements  is included in our current and  subsequent  filings
with the Commission. See "Available Information."


                                       2


                               SUMMARY TERM SHEET

            The   following  is  a  summary  of  the   material   terms  of  the
Reverse/Forward  Stock  Splits  (as  defined  below)  upon  which the  Company's
stockholders  shall vote at the Special  Meeting.  While this summary  describes
what  we  believe  are  the  most   material   terms  and   conditions   of  the
Reverse/Forward  Stock  Splits,  this Proxy  Statement  contains a more detailed
description of the terms and conditions of the Reverse/Forward  Stock Splits. We
urge you to review this Proxy  Statement in its  entirety  and the  documents it
incorporates by reference carefully before voting your Shares.

Reverse/Forward Stock Splits

            As used throughout this Proxy Statement,  the term  "Reverse/Forward
Stock Splits" refers to a transaction consisting of the following steps:

      o     The  Reverse/Forward  Stock  Splits of the Class B Shares  will take
            effect on the date (the "Effective  Date") the Secretary of State of
            the State of Ohio  accepts for filing  Certificates  of Amendment to
            our Amended and Restated Articles of Incorporation  (one Certificate
            of Amendment  effecting the reverse stock split, the other effecting
            the forward stock split).

      o     On the  Effective  Date,  the Company  will first effect a 1-for-125
            reverse stock split of the Class B Shares.

      o     Each  holder of 125 or more  Class B Shares  immediately  before the
            reverse  stock split will  receive  eight  thousandths  (0.008) of a
            Class B Share for each Class B Share so held.

      o     Each holder of less than 125 Class B Shares  immediately  before the
            reverse stock split will receive cash instead of a fractional  Class
            B Share.  The  Company  will pay each of these  holders an amount in
            cash equal to $165 per Class B Share held by such holder immediately
            before the reverse stock split.

      o     On the Effective  Date following the completion of the reverse stock
            split,  the Company will effect a 125-for-1  forward  stock split of
            the  Class B  Shares.  Each  holder  of 125 or more  Class B  Shares
            immediately  before the reverse stock split will  participate in the
            forward  stock split,  which will result in such holder  holding the
            same number of Class B Shares after the forward  stock split as held
            immediately before the reverse stock split.

            Please see the sections of this Proxy  Statement  entitled  "Special
Factors--Effects of the Reverse/Forward Stock Splits" and "Reverse/Forward Stock
Splits  Proposal--Summary  and Structure" for a more detailed  discussion of the
foregoing.

            The Class A Shares will not be included  within the  Reverse/Forward
Stock Splits.

      o     The Board has set the cash  consideration  to be paid for fractional
            Class B Shares (i.e.,  less than one whole Class B Share)  resulting
            from the reverse stock split of


                                       3


            the Class B Shares at $165 per share  (the  "Cash Out  Price").  The
            Board made this  determination in good faith and received a fairness
            opinion (the "Fairness Opinion") prepared by Legg Mason Wood Walker,
            Incorporated  (the "Financial  Advisor"),  an independent  financial
            advisor,  and other factors the Board deemed relevant,  as described
            in greater detail in the sections of this Proxy Statement  entitled,
            "Special    Factors--Fairness   of   the   Transaction,"    "Special
            Factors--Opinion  of Financial Advisor" and  "Reverse/Forward  Stock
            Splits Proposal--Recommendation of the Board."

      o     The  Fairness  Opinion  was  delivered  to the  Board  and a special
            committee  (the  "Special  Transactions  Committee")  of  three  (3)
            independent directors formed to assist the Board in establishing the
            terms  and  conditions  of the  Reverse/Forward  Stock  Splits.  The
            Fairness  Opinion  states that based upon and subject to the factors
            and assumptions set forth therein, the Cash Out Price is fair from a
            financial  point of view,  as of December 7, 2004,  to those holders
            whose  Class B Shares will be cashed out  pursuant  to such  reverse
            stock split.

      o     The full text of the Fairness Opinion, dated December 7, 2004, which
            sets  forth  the  assumptions  made,  procedures  followed,  matters
            considered and  limitations  on the review  undertaken in connection
            with the opinion,  is annexed to this Proxy  Statement as Exhibit A.
            The Company's  stockholders  should read the Fairness Opinion in its
            entirety.  The Financial  Advisor  provided the Fairness Opinion for
            the information and assistance of the Board and Special Transactions
            Committee   in   connection   with   their   consideration   of  the
            Reverse/Forward   Stock  Splits.  The  Fairness  Opinion  is  not  a
            recommendation as to how any stockholder should vote with respect to
            the Reverse/Forward Stock Splits.

Purposes of and Reasons for the Reverse/Forward Stock Splits

      o     The  principal  purpose of the  Reverse/Forward  Stock  Splits is to
            acquire for cash Class B Shares from those  holders of less than 125
            Class B Shares.

      o     The  Reverse/Forward  Stock Splits are intended to reduce the number
            of holders of record of the Class B Shares to below 300 and  thereby
            enable the  Company to  terminate  the  registration  of the Class B
            Shares under Section 12(g) of the  Securities  Exchange Act of 1934,
            as amended (the "Exchange  Act").  The Company's  termination of the
            registration  of the Class B Shares  under the Exchange Act does not
            require  the  approval  of the  holders of Class A Shares or Class B
            Shares and will not be voted upon at the Special Meeting.  Upon such
            termination,  the Company's  duty to file periodic  reports with the
            Securities  and  Exchange  Commission  (the  "Commission")  will  be
            suspended,  and the Company will no longer be classified as a public
            reporting  company.  Notwithstanding  such termination,  the Company
            will continue to be subject to the general anti-fraud  provisions of
            federal and applicable state securities laws. Please see the section
            of this Proxy Statement  entitled "Special  Factors--Effects  of the
            Reverse/Forward  Stock Splits" for a more detailed discussion of the
            foregoing.


                                       4


      o     The  following  are the  principal  reasons the Board  considered in
            pursuing the Reverse/Forward Stock Splits:

            --    the cost savings of  approximately  $565,000 per year that the
                  Company  expects  to  realize in the future as a result of the
                  suspension  of its periodic  reporting  obligations  under the
                  Exchange Act due to the  deregistration  of the Class B Shares
                  under the Exchange Act,  including the cost savings  resulting
                  from no longer being subject to the public company  provisions
                  of Sarbanes-Oxley Act of 2002, as amended (the "Sarbanes-Oxley
                  Act");

            --    the additional savings in terms of management's and employees'
                  time  that  will no longer  be spent  preparing  the  periodic
                  reports  required of public  companies  under the Exchange Act
                  and managing stockholder relations and communications;

            --    the  reduced   premiums  for  the  Company's   directors'  and
                  officers'  insurance  policies  as a result of the  Company no
                  longer being a public reporting company;

            --    the  decrease  in  expenses  resulting  from no  longer  being
                  required to service  holders with small positions in the Class
                  B Shares;

            --    the  ability of the Company to control  the  dissemination  of
                  certain business information,  which is currently disclosed in
                  the Company's  periodic  reports and accordingly  available to
                  the  Company's  competitors,   vendors,  customers  and  other
                  interested parties, potentially to the Company's detriment;

            --    the  ability  of  the  Company  to  gain  greater  operational
                  flexibility by being able to focus on long-term growth without
                  an undue  emphasis on current  earnings  and other  short-term
                  metrics;

            --    the  belief  of the  Board  that  the  Reverse/Forward  Splits
                  constitute the most expeditious, efficient, cost effective and
                  fairest method to convert the Company from a public  reporting
                  company  to  a   privately-held,   non-reporting   company  in
                  comparison to other alternatives considered by the Board;

            --    the  fact  that  the  Company  has  not  realized  many of the
                  benefits  normally  presumed  to  result  from  being a public
                  reporting  company  (such  as  enhanced   stockholder   value,
                  enhanced  corporate image,  access to capital markets,  active
                  trading  market,  analysts'  reports,  ability to use  company
                  stock  to  attract,  retain  and  incentivize  employees,  and
                  ability to use company stock as currency for acquisitions) due
                  to the relatively  limited liquidity of the Class A Shares and
                  Class B Shares; and


                                       5


            --    the ability to provide holders of less than 125 Class B Shares
                  with liquidity,  without the payment of brokerage  commissions
                  or other transaction fees, by allowing them to liquidate their
                  Class B Shares for cash at a fair market value.

            Please see the sections of this Proxy  Statement  entitled  "Special
Factors--Purpose   of   the   Reverse/Forward   Stock   Splits"   and   "Special
Factors--Reasons  for the  Reverse/Forward  Stock  Splits"  for a more  detailed
discussion of the foregoing.

Fairness of the Transaction

      o     The Company,  Board and Special Transactions  Committee believe that
            the  Reverse/Forward  Stock  Splits are in the best  interest of the
            Company  and  are   substantively   and  procedurally  fair  to  the
            affiliated  and  unaffiliated  holders of Class A Shares and Class B
            Shares,  including both those holders  ("Cashed Out Holders")  whose
            Class B Shares will be cashed out  pursuant  to the  Reverse/Forward
            Stock  Splits  and  those  ("Continuing  Holders")  who will  remain
            holders of Class B Shares after the Reverse/Forward Stock Splits.

      o     Each  of the  Board  and  the  Special  Transactions  Committee  has
            unanimously approved the Reverse/Forward Stock Splits.

      o     The Special Transactions Committee was authorized to engage, and did
            engage,  (i) the Financial  Advisor to render a fairness opinion and
            (ii)  independent  legal  counsel to furnish  advice  regarding  the
            fiduciary obligations of the Special Transactions Committee.

      o     The Financial  Advisor  rendered a fairness opinion stating that the
            Cash Out Price is fair from a financial point of view.

      o     The Cash Out Price  represents a premium of 90% over the (i) closing
            price  for the Class B Shares on August  18,  2004  (i.e.,  the date
            immediately  preceding the date on which the  Reverse/Forward  Stock
            Splits were first publicly announced) and (ii) average closing price
            of the  Class  B  Shares  over  the 30  trading  days  prior  to and
            including August 18, 2004.

      o     The Board and Special Transactions  Committee have each reviewed and
            considered  the analyses and  conclusions  of the Financial  Advisor
            contained in the Fairness Opinion.

            Please see the sections of this Proxy  Statement  entitled  "Special
Factors--  Fairness of the  Transaction,"  "Opinion of Financial  Advisor,"  and
"Reverse/Forward Stock Splits  Proposal--Recommendation of the Board" for a more
detailed discussion of the foregoing.

Certain Federal Income Tax Consequences


                                       6


            As a result of the  Reverse/Forward  Stock Splits,  no gain, loss or
deduction will be recognized by the Company or the holders of Class A Shares for
federal income tax purposes.  Continuing  Holders will not recognize any gain or
loss for  federal  income  tax  purposes.  Cashed  Out  Holders  will  generally
recognize a gain or loss for federal income tax purposes equal to the difference
between the amount of cash  received and the  aggregate tax basis in the Class B
Shares  that are  redeemed  for  cash.  Please  see the  section  of this  Proxy
Statement  entitled  "Reverse/Forward  Stock Splits  Proposal--Material  Federal
Income Tax Consequences" for a more detailed discussion of the foregoing.

Unavailability of Appraisal or Dissenters' Rights

            A holder of Class B Shares  does not have the right  under Ohio law,
which governs the  Reverse/Forward  Stock Splits,  or the Company's  Amended and
Restated  Articles  of  Incorporation  or  Code of  Regulations  to  demand  the
appraised  value of such shares or any other  dissenters'  rights if such holder
votes against the Reverse/Forward  Stock Splits.  Please see the section of this
Proxy Statement entitled "Reverse/Forward Stock Splits  Proposal--Unavailability
of  Appraisal  or  Dissenters'  Rights" for a more  detailed  discussion  of the
foregoing.

Escheat Laws

            All cash  amounts  payable to Cashed Out Holders  will be subject to
applicable state laws relating to abandoned property.  Please see the section of
this Proxy Statement entitled  "Reverse/Forward  Stock Splits  Proposal--Escheat
Laws" for a more detailed discussion of the foregoing.


                                       7


                                TABLE OF CONTENTS

SUMMARY TERM SHEET.............................................................3
SPECIAL FACTORS................................................................9
Purpose of the Reverse/Forward Stock Splits....................................9
Reasons for the Reverse/Forward Stock Splits...................................9
Effects of the Reverse/Forward Stock Splits...................................12
Alternatives to the Reverse/Forward Stock Splits..............................16
Fairness of the Transaction...................................................17
OPINION OF FINANCIAL ADVISOR..................................................23
GENERAL VOTING INFORMATION....................................................30
Stockholders Entitled to Vote at the Special Meeting..........................30
How to Vote Your Shares.......................................................31
How to Revoke Your Proxy......................................................31
Voting at Special Meeting.....................................................31
Vote Required to Approve Each Item............................................31
REVERSE/FORWARD STOCK SPLITS PROPOSAL.........................................32
Summary and Structure.........................................................32
Background of the Reverse/Forward Stock Splits................................33
Potential  Detriments of the Reverse/Forward Stock Splits to Stockholders.....37
Financial Information.........................................................37
Recommendation of the Board...................................................45
Stock Certificates............................................................45
Material Federal Income Tax Consequences......................................46
Unavailability of Appraisal or Dissenters' Rights.............................49
Reservation of Rights.........................................................49
Price Range of Class A Shares and Class B Shares..............................49
Dividends on Class B Shares...................................................50
Escheat Laws..................................................................50
Regulatory Approvals..........................................................50
Interest of Certain Persons in Matters to be Acted Upon.......................50
OTHER MATTERS.................................................................53
PERSONS MAKING THE PROXY SOLICITATION AND THE COSTS ASSOCIATED THEREWITH......53
PROPOSALS OF STOCKHOLDERS.....................................................54
COMMISSION HOUSEHOLDING RULES.................................................54
INFORMATION ABOUT THE COMPANY.................................................54
Business Overview.............................................................54
Management of the Company.....................................................54
AVAILABLE INFORMATION.........................................................57
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...............................57
EXHIBIT A -- FAIRNESS OPINION
EXHIBIT B -- FORM OF REVERSE STOCK SPLIT AMENDMENT
EXHIBIT C -- FORM OF FORWARD STOCK SPLIT AMENDMENT


                                       8


                                 SPECIAL FACTORS

Purpose of the Reverse/Forward Stock Splits

            The purpose of the  Reverse/Forward  Stock  Splits is to acquire for
cash Class B Shares from Cashed Out Holders (i.e., those holders who immediately
before the Reverse/Forward Stock Splits hold fewer than 125 Class B Shares). The
purchase price is $165 per Class B Share owned by Cashed Out Holders immediately
before the Reverse/Forward  Stock Splits. The Reverse/Forward  Stock Splits have
been  structured  to enable the Cashed  Out  Holders to receive  cash for all of
their  Class B Shares  without  having  to pay  brokerage  commissions  or other
transaction  fees, as we will pay all  transaction  costs in connection with the
Reverse/Forward Stock Splits.

Reasons for the Reverse/Forward Stock Splits

Reduced Costs and Expenses

            We incur direct and indirect costs  associated  with compliance with
the  Exchange  Act's  filing  and  reporting   requirements  imposed  on  public
companies.  The cost of this  compliance  has increased  significantly  with the
implementation of the public company  provisions of the  Sarbanes-Oxley  Act. In
addition,  we pay substantially higher premiums for our directors' and officers'
insurance  policies as a public  reporting  company than we would if we were not
registered under the Exchange Act. We also incur substantial indirect costs as a
result of, among other things, the executive time expended to prepare and review
our public filings.

            The Board  believes  that by  deregistering  the Class B Shares  and
suspending the Company's periodic reporting  obligations under the Exchange Act,
the Company  will  experience  recurring  annual cost  savings of  approximately
$565,000,  consisting of (i) $315,000 in fees and expenses historically incurred
(other than those relating to the Sarbanes-Oxley  Act) and (ii) $250,000 in fees
that would otherwise be expected to be incurred  annually due to compliance with
the  requirements  imposed by the  Sarbanes-Oxley  Act. In  addition,  the Board
believes  deregistering  the Class B Shares will also provide the Company with a
non-recurring savings of approximately  $775,000 in fees and expenses that would
otherwise be expected to be incurred due to initial compliance with requirements
of the Sarbanes-Oxley  Act. Such estimated fees are further described in greater
detail below:


                                       9


HISTORICAL FEES:

Legal fees:                                                   $100,000
Printing, mailing and filing costs:                           $ 20,000
Audit fees:                                                   $ 45,000
Internal personnel fees:                                      $150,000
                                                              --------
Total:                                                        $315,000

NON-RECURRING SARBANES-OXLEY ACT COMPLIANCE FEES:

Third party planning, testing & documentation:                $500,000
Audit fees:                                                   $200,000
Internal personnel fees:                                      $ 75,000
                                                              --------
Total:                                                        $775,000

RECURRING SARBANES-OXLEY ACT COMPLIANCE FEES:

Legal fees:                                                   $ 25,000
Audit fees:                                                   $150,000
Internal personnel fees:                                      $ 75,000
                                                              --------
Total:                                                        $250,000

            Such  estimated  cost savings  reflect,  among other  things:  (i) a
reduction in auditing and related  fees;  (ii) a reduction in legal fees related
to securities law  compliance;  (iii) the  elimination of costs  associated with
filing periodic reports and other documents (such as proxy  statements) with the
Commission;  (iv) the savings in fees charged by the  Company's  transfer  agent
(the "Transfer Agent"), National City Bank of Ohio, that are expected because of
the  reduction  in the  number of  stockholder  accounts  to be  handled  by the
Transfer  Agent;  (v) the lower printing and mailing costs  attributable to such
reduction  and the less  complicated  and extensive  disclosure  required by our
private  status;  (vi) the reduction in management  time spent on compliance and
disclosure  matters  attributable  to our Exchange Act filings;  (vii) the lower
risk of liability that is associated with  non-reporting (as distinguished  from
public  reporting)  company  status and the reduced  premiums for directors' and
officers'  liability  insurance expected to result;  (viii) the cost savings due
the  Company's  not  being  subject  to the  public  company  provisions  of the
Sarbanes-Oxley Act; and (ix) the reduction in direct miscellaneous  clerical and
other expenses.

            The cost  savings  figures set forth above are only  estimates.  The
actual  savings we realize  from going  private may be higher or lower than such
estimates. Estimates of the annual savings to be realized if the Reverse/Forward
Stock  Splits are  consummated  are based upon the (i) actual costs to us of the
services  and  disbursements  in each of the  categories  listed above that were
reflected  in our  recent  financial  statements  and  (ii)  allocation  to each
category of


                                       10


management's  estimates of the portion of the expenses and disbursements in such
category believed to be solely or primarily attributable to our public reporting
company status.

            It is  important  to note that in addition  to the  above-referenced
annual  estimated cost savings,  the consummation of the  Reverse/Forward  Stock
Splits  and the  subsequent  deregistration  of the  Class B  Shares  under  the
Exchange  Act would  result in a  significant  one-time  cost savings due to the
Company not being subject to the new internal control audit requirements imposed
by Section 404 of the  Sarbanes-Oxley  Act.  Preparing the Company to be able to
comply with  Section 404 of the  Sarbanes-Oxley  Act would  require  significant
expenditures including, without limitation, fees to third parties for compliance
planning, assessment, documentation and testing.

            In some instances,  management's cost saving expectations were based
on  information  provided  or upon  verifiable  assumptions.  For  example,  our
auditors  have  informed  us,  informally,  that  there will be a  reduction  in
auditing  fees  if  we  cease  to be a  public  reporting  company  due  to  the
elimination of fees for interim services. In addition, the costs associated with
retaining legal counsel to assist with complying with the Exchange Act reporting
requirements will be eliminated if we no longer file reports with the Commission
and are otherwise not required to comply with the disclosure  requirements  that
apply to public reporting companies.

Operational Flexibility

            Another  reason  for the  Reverse/Forward  Stock  Splits  relates to
operational  flexibility.  The Board believes that effecting the Reverse/Forward
Stock  Splits  and  ceasing  to  be a  public  reporting  company  would  enable
management to concentrate  its efforts on the long-term  growth of the Company's
business free from the constraints of public ownership, which the Board believes
often places  undue  emphasis on  quarter-to-quarter  earnings at the expense of
long-term  growth.  The Board believes that the Company will benefit if business
decisions can be made with a view toward long-term growth and with less emphasis
on the effect of decisions upon current earnings and other short-term metrics.

Benefits Normally  Associated with Public Reporting Company Status Have Not Been
Realized

            A significant reason for the Reverse/Forward  Stock Split relates to
the Company not realizing many of the benefits  normally presumed to result from
being a public reporting company, such as the following:

      o     A typical advantage of being a public company comes from the ability
            to use company stock, as opposed to cash or other consideration,  to
            effect  acquisitions.  The  Company  has not found the  occasion  to
            acquire other businesses  using stock as consideration  and does not
            presently intend to do so.

      o     Public companies can also obtain financing by issuing  securities in
            a public offering.  The Company has not accessed the capital markets
            in such a manner in recent years and does not presently intend to do
            so.


                                       11


      o     Public  companies  often  endeavor to use company  stock to attract,
            retain  and  incentivize  employees.  In  recent  years,  due to the
            limited  liquidity  of the Class A Shares  and  Class B Shares,  the
            Company  has found  limited  success in using the Class A Shares and
            Class B Shares in such a manner.

      o     An enhanced corporate image often accompanies public company status.
            The Company has  determined  that due to its size and other factors,
            the Company has not enjoyed an appreciable  enhancement in corporate
            image as a result of its public company status.

Ability to Control the Dissemination of Certain Business Information

            Currently,  the  disclosure  contained  in our Exchange Act filings,
including   information   related  to  our  business  operations  and  financial
condition,  is  available  to the  public and thus can be  readily  analyzed  by
various  interested  parties,  such as our  competitors,  vendors and customers.
These entities can potentially use the Company's publicly disclosed  information
to the detriment of the Company.  In addition,  the current public disclosure of
information  puts the  Company at a  competitive  disadvantage  compared  to the
Company's  non-public  competitors,  in part  because the Company  does not have
access to similar information  concerning those companies.  Upon the termination
of the  registration  of the  Class B  Shares  under  the  Exchange  Act and the
suspension of our duty to file periodic reports with the Commission,  we will be
better able to control the dissemination of certain business information.

            In  light  of  the  foregoing,   the  Board  believes  the  benefits
associated  with  maintaining  our  status  as a public  reporting  company  and
maintaining our small Class B Share accounts are substantially outweighed by the
associated financial and operational costs. The Board believes that it is in the
best  interest of the Company to eliminate the  administrative  burden and costs
associated  with  maintaining its status as a public  reporting  company and its
small Class B Share accounts.

Reasons for the Forward Stock Split

            The forward  stock split,  which is  scheduled to occur  immediately
after the  reverse  stock  split,  is intended to (i) prevent the Class B Shares
from  having an  unusually  high per share  value,  which  would tend to further
decrease  the  liquidity  of the Class B Shares  and (ii)  avoid  adjusting  the
exercise price of any awards  previously  granted under the Company's 1999 Stock
Option Plan.

Effects of the Reverse/Forward Stock Splits

            If the  Reverse/Forward  Stock Splits are consummated,  we intend to
apply for  termination of  registration of the Class B Shares under the Exchange
Act as soon as practicable after completion of the Reverse/Forward Stock Splits.
The Reverse/Forward Stock Splits are expected to reduce significantly the number
of  holders  of  record  of  the  Class  B  Shares  from  approximately  720  to
approximately 240. The Class A Shares and Class B Shares have traded principally
in local  transactions  without the  benefit of an  established  public  trading
market or an  organized  system  for  reporting  prices  paid,  such as the Pink
Sheets(R) (i.e., a centralized quotation


                                       12


service that collects and  publishes  market maker quotes for  securities).  The
completion  of the  Reverse/Forward  Stock  Splits  and the  termination  of our
reporting  obligations  under the  Exchange  Act will likely  cause the existing
limited  trading  market for the Class A Shares and Class B Shares to be further
reduced or eliminated.

Effects on Class B Shares

            There  will be no  differences  with  respect to  dividend,  voting,
liquidation or other rights  associated with the Class B Shares before and after
the Reverse/Forward  Stock Splits. The Reverse/Forward Stock Splits will have no
net effect upon the exercise  price of, or the number of Class B Shares  subject
to, any outstanding  option or warrant.  The fractional Class B Shares purchased
by the Company as part of the  Reverse/Forward  Stock Splits will be held in the
Company's treasury.

Effects on Class A Shares

            The Class A Shares will not be included  within the  Reverse/Forward
Stock Splits. Accordingly, there will be no difference with respect to dividend,
voting,  liquidation or other rights  associated  with the Class A Shares before
and  after  the  Reverse/Forward  Stock  Splits.  The  Class  A  Shares  are not
registered under the Exchange Act.

Effects on Cashed Out Holders

            If the  Reverse/Forward  Stock  Splits are  implemented,  Cashed Out
Holders (i.e.,  holders of less than 125 Class B Shares  immediately  before the
consummation of the Reverse/Forward Stock Splits):

      o     Will not have the opportunity to liquidate their Class B Shares at a
            time and for a price of their choosing;

      o     Will not  receive  a  fractional  Class B Share  as a result  of the
            Reverse/Forward Stock Splits;

      o     Will instead receive cash, in a taxable  transaction,  equal to $165
            for each Class B Share held immediately  before the  Reverse/Forward
            Stock Splits in  accordance  with the  procedures  described in this
            Proxy Statement;

      o     Will have no further ownership interest in the Company on account of
            Class B Shares;

      o     Will not have to pay any brokerage  commissions or other transaction
            fees in connection with the Reverse/Forward Stock Splits; and

      o     Will not receive any interest on cash  payments  owed as a result of
            the Reverse/Forward Stock Splits.


                                       13


            For a  discussion  of the  federal  income tax  consequences  of the
Reverse/Forward  Stock  Splits,  please see the section of this Proxy  Statement
entitled  "Reverse/Forward  Stock Splits  Proposal--Material  Federal Income Tax
Consequences."

            NOTE:  If you would  otherwise be a Cashed Out Holder as a result of
holding  less than 125 Class B Shares,  but you would  rather  continue  to hold
Class B Shares after the Reverse/Forward Stock Splits and not be cashed out, you
may do so by taking  either of the  following  actions  far enough in advance so
that it is complete by the Effective Date:

1.    Purchase a sufficient  number of additional Class B Shares,  to the extent
      available,  on the open market and have them  registered  in your name and
      consolidated with your current record account, if you are a record holder,
      or have them entered in your  account with a nominee  (such as your broker
      or bank) in which you hold your  current  shares so that you hold at least
      125 Class B Shares in your record account immediately before the Effective
      Date. Due to the limited trading market for Class B Shares,  however,  you
      may  have  difficulty  purchasing  enough  Class  B  Shares  to  remain  a
      stockholder of the Company.

2.    If  applicable,  consolidate  your  accounts so that  together you hold at
      least 125 Class B Shares in one  record  account  immediately  before  the
      Effective Date.

Effects on Continuing Holders

            If the  Reverse/Forward  Stock  Splits are  implemented,  Continuing
Holders  (i.e.,  holders  of 125 or more Class B Shares  immediately  before the
Reverse/Forward Stock Splits):

      o     Will not be  affected  in terms of the number of Class B Shares held
            before and after the Reverse/Forward Stock Splits;

      o     Will not receive cash for any portion of their Class B Shares;

      o     Will likely experience a further reduction in liquidity with respect
            to the Class A Shares and Class B Shares; and

      o     Will not  experience  a  significant  increase  in their  respective
            ownership percentages of Class B Shares.

Upon  the  termination  of the  registration  of the  Class B Shares  under  the
Exchange  Act,  the Class A Shares and Class B Shares  will cease to be eligible
for trading on any securities market, except the Pink Sheets(R).  This source of
liquidity has historically  not been available to the Company.  In order for the
Class A Shares  and Class B Shares to be  quoted on the Pink  Sheets(R),  one or
more  broker-dealers  would need to act as market makers and sponsor the Class A
Shares and Class B Shares on the Pink Sheets(R).  Following the  consummation of
the  Reverse/Forward  Stock Splits and the absence of current  information about
the Company being filed under the Exchange Act,  there can be no assurance  that
any  broker-dealer  would be  willing  to act as a market  maker in the  Class A
Shares  or Class B Shares.  There is also no  assurance  that  Class A Shares or
Class B Shares will be available for purchase or sale after the  Reverse/Forward
Stock Splits.


                                       14


Effects on Holders with Certificated Class B Shares

            If you are a Cashed Out Holder with a stock certificate representing
your Class B Shares, you will receive a letter of transmittal from us as soon as
practicable after the Reverse/Forward  Stock Splits are effected.  The letter of
transmittal  will  contain  instructions  on  how  to  surrender  your  existing
certificate(s) to the Transfer Agent for your cash payment. You will not receive
your cash payment until you surrender  your  outstanding  certificate(s)  to the
Transfer  Agent,  together  with a completed  and executed copy of the letter of
transmittal.  Please do not send your  certificate(s)  until  you  receive  your
letter of transmittal.

            If you are a Continuing Holder with a stock certificate representing
your Class B Shares,  your stock certificate will continue to evidence ownership
of the  same  number  of  Class B  Shares  as is set  forth  on the  face of the
certificate.

Effects on the Company and its Executive Officers, Directors and Affiliates

            If  consummated,  the  Reverse/Forward  Stock Splits will affect the
registration of the Class B Shares under the Exchange Act, as we intend to apply
for  termination  of  such   registration  as  soon  as  practicable  after  the
Reverse/Forward  Stock Splits. Upon such termination,  our duty to file periodic
reports  with  the  Commission  will be  suspended,  and we will  no  longer  be
classified as a public reporting  company.  In addition,  we will be relieved of
the obligation to comply with the  requirements of the proxy rules under Section
14 of the Exchange  Act. Our  executive  officers,  directors  and  stockholders
owning more than ten percent  (10%) of the Class B Shares will be relieved  from
complying  with the stock  ownership  reporting  requirements  and "short  swing
profit"  trading  restrictions  under Section 16 of the Exchange Act, as well as
many of the provisions of the  Sarbanes-Oxley  Act. Our affiliates will lose the
ability to dispose of their  Class A Shares and Class B Shares  pursuant to Rule
144 under  the  Securities  Act of 1933,  as  amended  (the  "Securities  Act").
Notwithstanding  the  foregoing,  we will  continue to be subject to the general
anti-fraud provisions of federal and applicable state securities laws.

            The  Reverse/Forward  Stock  Splits  will reduce  significantly  the
number of  stockholders  of the Company.  The completion of the  Reverse/Forward
Stock Splits and the termination of our reporting obligations under the Exchange
Act will render the Class A Shares and Class B Shares  ineligible for listing or
quotation on any stock exchange or other automated quotation system,  except the
Pink Sheets(R). As a result, the existing limited trading market for the Class A
Shares and Class B Shares will  likely be further  reduced or  eliminated.  This
reduction or elimination  may result in the Company  having less  flexibility in
attracting  and retaining  executives  and other  employees  since  equity-based
incentives  (such as stock  options)  tend not to be viewed  as having  the same
value in a private company.

            We have no current  plans to issue  Class A Shares or Class B Shares
after the Reverse/Forward  Stock Splits other than pursuant to our existing 1999
Stock Option  Plan,  but we reserve the right to do so at any time and from time
to time at such  prices and on such terms as the Board  determines  to be in the
best  interest of the  Company.  Holders of Class A Shares will have  preemptive
rights with  respect to future  issuances  of our equity  securities  other than
Class B Shares.  Holders of Class B Shares will not have any preemptive or other
preferential rights to


                                       15


purchase any of our equity  securities  that we may issue in the future,  unless
such rights are specifically granted to such holders.

            While  the  Company  has  no  present  plan  to  do  so,  after  the
Reverse/Forward  Stock Splits have been consummated,  the Company may, from time
to time,  repurchase  Class A Shares and Class B Shares  pursuant  to an odd-lot
repurchase program, privately negotiated sales or other transactions. Whether or
not the Company  seeks to purchase  shares in the future will depend on a number
of factors,  including the Company's financial condition,  operating results and
available capital at the time.

            We expect  that upon the  completion  of the  Reverse/Forward  Stock
Splits,  the Class B Shares  beneficially  owned by our  executive  officers and
directors  will comprise  approximately  42.2% of the then  outstanding  Class B
Shares,  as compared to  approximately  40.3% of the Class B Shares  outstanding
immediately prior to the Reverse/Forward Stock Splits.

            We expect  our  business  and  operations  to  continue  as they are
presently being conducted and, except as disclosed in this Proxy Statement,  the
Reverse/Forward  Stock  Splits are not  anticipated  to have any effect upon the
conduct of our business. The Company expects to realize time and cost savings as
a result of terminating its public company status. The Company intends to invest
those  savings  in  other  areas  of its  business  operations  with the hope of
improving service for its customers and the Company's profitability.  Other than
as described in this Proxy Statement, neither the Company nor its management has
any current plans or proposals to effect any extraordinary corporate transaction
(such as a merger,  reorganization  or  liquidation);  to sell or  transfer  any
material amount of the Company's  assets; to change the composition of the Board
or the Company's management;  to change materially the Company's indebtedness or
capitalization;  to change the Company's dividend policy; or otherwise to effect
any material change in the Company's corporate structure or business.

Alternatives to the Reverse/Forward Stock Splits

            In making  the  determination  to proceed  with the  Reverse/Forward
Stock Splits,  the Board  considered the potential  feasibility of certain other
alternative transactions, as described below:

      o     Management Buyout. The Board considered,  as a possible  alternative
            to  the   Reverse/Forward   Stock  Splits,   the  feasibility  of  a
            transaction  in  which  all or a  portion  of the  senior  executive
            officers of the Company would form an acquisition  vehicle to secure
            financing  and  purchase  the Shares of the  Company's  unaffiliated
            stockholders.  None  of  the  executive  officers  of  the  Company,
            however, was interested in engaging in such a transaction.

      o     Issuer Tender Offer.  The Board  considered  the  feasibility  of an
            issuer  tender  offer to  repurchase  Class B  Shares.  A  principal
            disadvantage  of  this  type  of  transaction  is  that,  due to its
            voluntary  nature,  the  Company  would have no  assurance  that the
            transaction  would  result in a  sufficient  number of shares  being
            tendered.  Moreover, the going private rules regarding the treatment
            of stockholders in a tender offer,  including pro rata acceptance of
            offers from stockholders, make it


                                       16


            difficult to ensure that the Company would be able to  significantly
            reduce the number of the holders of record of the Class B Shares. In
            terms of timing,  this type of transaction,  especially after giving
            effect to any  extensions of deadlines for  tendering,  would likely
            necessitate  a longer time frame than that of a reverse stock split.
            As a result  of these  disadvantages,  the Board  determined  not to
            pursue this alternative.

      o     Traditional  Stock Repurchase  Program.  The Board considered a plan
            whereby the Company would periodically  repurchase Class B Shares on
            the open market at  then-current  market prices.  The Board rejected
            this type of transaction  since  repurchasing  enough shares in this
            manner so as to enable the Company to deregister  under the Exchange
            Act would likely take an extended  period of time, have no assurance
            of success and be of undeterminable cost.

      o     Odd-Lot Repurchase Program.  The Board considered the feasibility of
            a transaction whereby the Company would announce to its stockholders
            that it would repurchase,  at a designated price per share,  Class B
            Shares held by any holder of less than a specified  number of shares
            (such as 100). A principal  disadvantage of this type of transaction
            is that,  due to its  voluntary  nature,  the Company  would have no
            assurance that the transaction  would result in a sufficient  number
            of  shares  being  tendered.  In  terms  of  timing,  this  type  of
            transaction,  especially  after giving  effect to any  extensions of
            deadlines  for  tendering,  would likely  necessitate  a longer time
            frame  than  that of a  reverse  stock  split.  As a result of these
            disadvantages, the Board rejected this alternative.

      o     Maintaining  the Status Quo. The Board  considered  maintaining  the
            status quo. In that case,  the Company  would  continue to incur the
            expenses of being a public  reporting  company without  enjoying the
            benefits  traditionally  associated with public company status.  The
            Board  believes that  maintaining  the status quo is not in the best
            interest of the Company and rejected this alternative.

Fairness of the Transaction

            The Company is seeking approval of the Reverse/Forward  Stock Splits
through a formal stockholders'  meeting.  This approval mechanism is intended to
afford the Company's stockholders with the time and opportunity to express their
views regarding the Reverse/Forward Stock Splits.

            No appraisal or dissenters'  rights are available under Ohio law, or
the  Company's  Amended  and  Restated  Articles  of  Incorporation  or  Code of
Regulations to stockholders who dissent from the  Reverse/Forward  Stock Splits.
The Company has not specifically provided unaffiliated  stockholders with access
to its corporate  files or with an  opportunity  to obtain  counsel or appraisal
services at the Company's expense. In addition,  no unaffiliated  representative
was  retained  by the  Company  to act  solely  on  behalf  of the  unaffiliated
stockholders  in connection with the  Reverse/Forward  Stock Splits to negotiate
the terms and conditions  thereof or prepare a report  concerning their fairness
because each of the Board and the Special  Transactions  Committee views the (i)
Fairness Opinion, (ii) need to obtain the


                                       17


affirmative  vote of the holders of at least two-thirds (2/3) of the (a) Class A
Shares and (b) Class B  Shares, voting separately  as a class,  and (iii)  other
matters  discussed  in this Proxy  Statement as  affording  adequate  procedural
safeguards to unaffiliated  stockholders  without the  extraordinary  expense of
multiple financial or legal advisors.

            The Reverse/Forward Stock Splits are not structured in such a way so
as  to  require  the  approval  of at  least  a  majority  of  the  unaffiliated
stockholders  of the  Company.  Each of the Board and the  Special  Transactions
Committee  based  its  decision  not to  seek  such  approval  due  to  the  (i)
supermajority  vote (i.e.,  affirmative  vote of two-thirds (2/3) of the Class A
Shares and Class B Shares)  required for approval of the  Reverse/Forward  Stock
Splits;  (ii)  Reverse/Forward  Stock Splits' treatment of affiliated holders of
Class B Shares in the same manner as unaffiliated holders of Class B Shares; and
(iii) prohibition against the disparate treatment of shares of the same class or
series contained in the Ohio General Corporation Law. In determining not to seek
such  approval,  each of the Board and the Special  Transactions  Committee  was
aware that the executive officers and directors of the Company, who together own
approximately 41.1% and 40.3%, respectively,  of the voting power of the Class A
Shares  and  Class B Shares  outstanding  and  entitled  to vote at the  Special
Meeting,  have  indicated  that they  will vote in favor of the  Reverse/Forward
Stock Splits at the Special Meeting.  Except for the unanimous vote of the Board
to approve the  Reverse/Forward  Stock Splits, the Company is not aware that any
of its executive  officers,  directors or affiliates  has made a  recommendation
either in support of or opposed to the Reverse/Forward Stock Splits.

            In order to provide a fair consideration of the terms and conditions
of the Reverse/Forward  Stock Splits, the Board created the Special Transactions
Committee  consisting of independent  directors John E. Herrnstein,  Joel Gerber
and Jerry B. Whited.  Messrs.  Herrnstein,  Gerber and Whited have served on the
Board  since  1996,  2003 and  2001,  respectively,  and are  familiar  with the
Company's  business and prospects.  These individuals also constitute all of the
members of the  Company's  audit  committee.  Neither Mr.  Gerber nor Mr. Whited
beneficially  owns any Class A Shares or Class B Shares.  As of the date of this
Proxy Statement,  Mr. Herrnstein  beneficially  owned 105 Class A Shares and 495
Class B Shares.

            Messrs. Herrnstein, Gerber and Whited are "independent directors" as
defined by Rule 4200(a)(14) of the National  Association of Securities  Dealers'
listing standards.  None of the members of the Special Transactions Committee is
currently,  nor in the past  three  years has been,  employed  as an  officer or
employee of the Company or held any other relationship  which, in the opinion of
the Board, would interfere with the exercise of independent judgment in carrying
out the responsibilities of a director.

            The Special  Transactions  Committee  was  empowered by the Board to
assist the Board in establishing the terms and conditions of the Reverse/Forward
Stock Splits. The Special Transactions Committee was also empowered by the Board
to engage advisors to assist the committee members in connection therewith.  The
Special Transactions Committee retained the services of the Financial Advisor to
provide a written  opinion with respect to the fairness,  from a financial point
of view,  of the  consideration  to be paid to Cashed Out  Holders.  The Special
Transactions  Committee also retained the services of independent  legal counsel
to advise the  committee  members with respect to their  fiduciary  obligations.
Each member of the Special Transactions Committee was present at all meetings of
the Special Transactions Committee.


                                       18


            The Board and the Special  Transactions  Committee each believe that
the Reverse/Forward Stock Splits are in the best interest of the Company and are
substantively and procedurally  fair to the affiliated and unaffiliated  holders
of Class A Shares  and Class B Shares,  including  the Cashed  Out  Holders  and
Continuing Holders.  After studying the  Reverse/Forward  Stock Splits and their
anticipated  effects  on holders  of Class B Shares,  the Board and the  Special
Transactions  Committee  each  unanimously  approved the  Reverse/Forward  Stock
Splits.

            Each of the Board and the Special Transactions  Committee considered
the factors in support of and in opposition to the Reverse/Forward  Stock Splits
discussed below in reaching its conclusion as to the substantive fairness of the
Reverse/Forward  Stock Splits. The Board and the Special Transactions  Committee
did not assign specific weight to the following factors in a formulaic  fashion,
but each did place special emphasis on the opportunity for unaffiliated  holders
of Class B Shares to sell their shares at a significant  premium, as well as the
significant cost and time savings for the Company.

Factors in Support of the Reverse/Forward Stock Splits

1.    Opportunity for Holders of Less than 125 Class B Shares to Sell at a
      Significant Premium

            Given the lack of liquidity with respect to the Class B Shares,  the
Board and the Special Transactions  Committee believed that the trading price of
the Class B Shares was not necessarily an accurate indicator of the "fair value"
of the Class B Shares.  In light of the  foregoing,  the  Financial  Advisor was
retained by the Special  Transactions  Committee to assist it in considering the
Reverse/Forward Stock Splits.

            The Cash Out Price of $165 per Class B Share  owned by a Cashed  Out
Holder  represents a premium of 90% premium  over the (i) closing  price for the
Class B Shares on August 18, 2004 (i.e., the date immediately preceding the date
on which the  Reverse/Forward  Stock Splits were first  publicly  announced)  as
reported  on the Pink  Sheets(R),  which  was $87 per  share,  and (ii)  average
closing  price of the  Class B  Shares  over the 30  trading  days  prior to and
including  August 18, 2004 as reported on the Pink Sheets(R),  which was $87 per
share. During such 30-trading day period, a total of approximately 2,200 Class B
Shares were traded in five (5) separate  transactions.  The Special Transactions
Committee  accepted the proposal made by the management of the Company that $165
per share be  established  as the Cash Out  Price  for the  Class B Shares.  The
Special  Transactions  Committee,  in the  exercise  of its  business  judgment,
adopted  such  recommendation  since  the Cash Out  Price for the Class B Shares
represented  fair  consideration  at a  significant  premium to the  current and
historical  market prices of the Class B Shares while also being consistent with
the valuation analysis of the Financial Advisor.

            The Board and the Special  Transactions  Committee  believe that the
Cash Out Price is fair to the Cashed Out Holders.  There are no indications that
without  effecting  the  Reverse/Forward  Stock  Splits the market price for the
Class B Shares  would  meet or  exceed  the  Cash  Out  Price at any time in the
foreseeable  future.  Each  of the  Board  and  Special  Transactions  Committee
determined  the  Reverse/Forward  Stock Splits are fair to Cashed Out Holders in
part because they provide  Cashed Out Holders with an  opportunity  to liquidate
their holdings of Class B Shares,  without  payment of brokerage  commissions or
other  transaction  fees, at a premium above the current and  historical  market
prices of the Class B Shares.


                                       19


            While  performing  its  analysis  for  the  Fairness  Opinion,   the
Financial  Advisor  selected the valuation  analyses  (i.e.,  Comparable  Public
Company,  Comparable M&A  Transaction  and Discounted  Cash Flow) it deemed most
relevant  based on its  knowledge  of the  Company and the  Company's  expressed
intent to continue as an operating entity and not liquidate. Please see "Opinion
of Financial Advisor" for a discussion of these analyses.

            Neither the Board nor the Special Transactions  Committee considered
the Company's net book value or  liquidation  value  material or relevant in the
context of the Reverse/Forward  Stock Splits.  Neither the Board nor the Special
Transactions  Committee  calculated the Company's  liquidation  value,  on a per
share  basis or  otherwise.  Although  not  calculated  by the Board or  Special
Transactions  Committee,  the  liquidation  value of the  Company  would  likely
reflect an arbitrarily low valuation,  and thus using  liquidation value to help
set the Cash Out Price  would have  supported  a price  lower than the price the
Board and Special Transactions  Committee believed would be appropriate in light
of their  desire to ensure that Cashed Out Holders  receive fair value for their
Class B Shares.

            The  Board  and  Special  Transactions  Committee  believe  that the
Company's  net book  value per share does not  properly  reflect  the  Company's
earnings stream and cash flow, two factors such persons consider  critical for a
meaningful  valuation  of the Class B Shares.  Net book  value is an  accounting
construct,  the  calculation  of which is determined  in accordance  with United
States generally accepted accounting principles.  Net book value is based on the
historical cost of a company's  assets,  and it may or may not properly  reflect
the  economic  value to a  company's  stockholders  of those  assets  or of such
company on a going concern basis. Such economic value is customarily  determined
based on the company's prospective earnings and net cash flow on a going-forward
basis.  Thus,  the  Financial  Advisor  based  its  analysis  on  the  Company's
historical and prospective operating performance. As set forth in greater detail
in the section of this Proxy Statement  entitled  "Reverse/Forward  Stock Splits
Proposal--Financial  Information--Summary  Financial Information," the Company's
book value per Class B Share as of September 30, 2004 was negative  $1,207.  The
Board and Special Transactions Committee believe that the valuation range of the
Class B Shares,  as determined by the Financial  Advisor,  as well as the market
price of the Class B Shares on  September  30, 2004 (i.e.,  $87 per share),  are
significantly greater than the aforesaid book value per Class B Share due to the
inclusion of Horizon PCS, Inc., a former subsidiary of the Company.

            The disparity  between the Company's book value per Class B Share as
of  September  30,  2004 and the  valuation  range  of the  Class B  Shares,  as
determined by the Financial  Advisor on a going  concern  basis,  as well as the
market price of the Class B Shares on  September  30, 2004 are due mainly to the
fact that the book value is reflective of the  Company's  cumulative  historical
earnings and the other values are based on the anticipated or projected earnings
capability of the Company. The book value of the Company is also further reduced
by the  historical  losses from Horizon PCS,  Inc., a former  subsidiary  of the
Company no longer included in the results of operations of the Company.

2.    Significant Cost and Time Savings for the Company

            By  deregistering  the Class B Shares and  suspending  our  periodic
reporting  obligations  under the Exchange  Act, we expect to realize  recurring
annual cost savings of  approximately  $565,000,  consisting  of (i) $315,000 in
fees and  expenses  historically  incurred  (other  than those  relating  to the
Sarbanes-Oxley  Act) and (ii) $250,000 in fees that would  otherwise be expected
to be incurred annually due to compliance with the requirements imposed


                                       20


by the  Sarbanes-Oxley  Act. In addition,  we expect  deregistering  the Class B
Shares  will  also  provide  the  Company  with  a   non-recurring   savings  of
approximately  $775,000 in fees and expenses that would otherwise be expected to
be incurred due to compliance with requirements of the  Sarbanes-Oxley  Act. The
termination  of our  reporting  obligations  under  the  Exchange  Act will also
alleviate a  significant  amount of time and effort  previously  required of our
executive  officers to prepare and review the reports required to be filed under
the Exchange Act. See "Special  Factors--Reasons  for the Reverse/Forward  Stock
Splits" for a more detailed discussion of these cost savings.

3.    Equal Treatment of Affiliated and Unaffiliated Holders of Class B Shares

            The Reverse/Forward  Stock Splits will not impact affiliated holders
of Class B Shares differently from unaffiliated holders of Class B Shares on the
basis of affiliate  status.  The sole determining  factor in whether a holder of
Class B Shares will become a Cashed Out Holder or Continuing  Holder as a result
of the Reverse/Forward Stock Splits is the number of Class B Shares held by such
holder immediately prior to the Reverse/Forward Stock Splits.

4.    No Effect Upon Voting Power

            The Reverse/Forward Stock Splits will have no effect upon the voting
power of the  Company's  stockholders.  Although the Class B Shares are eligible
for voting at the  Special  Meeting,  these  shares,  as a general  matter,  are
non-voting.  The vote of the Class B Shares  is  required  only  under a limited
number of special circumstances  prescribed by the Ohio General Corporation Law.
Absent  these  special  circumstances,  the Class A Shares  are the only  equity
securities of the Company  eligible to vote upon matters  submitted by the Board
for  stockholder  approval.  The Class A Shares will not be included  within the
Reverse/Forward Stock Splits.

5.    No Material Change in Percentage Ownership of Executive Officers and
      Directors

            Since only an estimated  12,000 out of 271,983  outstanding  Class B
Shares will be eliminated as a result of the  Reverse/Forward  Stock Splits, the
percentage ownership of the Continuing Holders will be approximately the same as
it was prior to the  Reverse/Forward  Stock Splits.  For example,  our executive
officers and directors  currently  beneficially own  approximately  40.3% of the
outstanding Class B Shares, and will beneficially own approximately 42.2% of the
outstanding  Class B Shares following  completion of the  Reverse/Forward  Stock
Splits. The Class A Shares will not be included within the Reverse/Forward Stock
Splits.

6.    Potential Ability to Control Decision to Remain a Holder of Class B Shares
      or Liquidate Class B Shares

            Another  factor  considered  by the Board and  Special  Transactions
Committee in determining the fairness of the Reverse/Forward Stock Splits to the
holders of the Class B Shares is that current  holders of fewer than 125 Class B
Shares  can  seek  to  remain   stockholders   of  the  Company   following  the
Reverse/Forward  Stock Splits by acquiring additional shares so that they own at
least 125 Class B Shares  immediately before the  Reverse/Forward  Stock Splits.
Conversely,  stockholders  that own 125 or more  Class B Shares  who  desire  to
liquidate  their shares in connection with the  Reverse/Forward  Stock Splits at
the premium price offered can


                                       21


seek to reduce their  holdings to less than 125 Class B Shares by selling shares
prior to the  Reverse/Forward  Stock Splits. The Board and Special  Transactions
Committee did not place undue emphasis on this factor due to the limited trading
market for the Class B Shares.

Factors Not in Support of the Reverse/Forward Stock Splits

1.    Substantial or Complete Reduction of Public Sale Opportunities

            Following the Reverse/Forward Stock Splits and the deregistration of
the Class B Shares under the Exchange Act, we anticipate  that the public market
for  Class  A  Shares  and  Class B  Shares  will be  substantially  reduced  or
eliminated  altogether.  The  Board  and  the  Special  Transactions  Committee,
however,  considered  this  factor to be a minor  consequence  since the Class A
Shares  and  Class B  Shares  historically  have  traded  principally  in  local
transactions  without the benefit of an established  public trading market or an
organized system for reporting prices paid.

2.    Termination of Publicly Available Information

            Upon termination of the registration of the Class B Shares under the
Exchange  Act, our duty to file  periodic  reports with the  Commission  will be
suspended.  Information  regarding our operations and financial  results that is
currently  available  to the  general  public  and  our  investors  will  not be
available   after  we  have  terminated   such   registration.   Following  such
termination,  investors  seeking  information  about us will have to  contact us
directly to receive such  information.  We may or may not provide investors with
requested  information.  While  the  Board and  Special  Transactions  Committee
acknowledge the  circumstances in which such  termination of publicly  available
information may be  disadvantageous  to our  stockholders,  such persons believe
that the overall  benefits to the Company of no longer being a public  reporting
company  substantially  outweigh the disadvantages  thereof. The Reverse/Forward
Stock  Splits  will not  affect  the right of the  Continuing  Holders to obtain
certain  information  from the  Company  under  Ohio  law.  Under  Ohio  law,  a
stockholder has the right to make a written request to inspect a company's books
and records  (including,  without limitation,  annual financial  statements) and
receive  copies  thereof for any  purpose  reasonably  related to such  person's
interest as a stockholder.

3.    Possible Significant Decline in Price of the Class A Shares and Class B
      Shares

            Due to the  limited  liquidity  of the  Class A Shares  and  Class B
Shares (as  described in paragraph 1 above),  the  termination  of the Company's
obligation  to  make  public  financial  and  other  information  following  the
Reverse/Forward  Stock  Splits (as  described  in  paragraph  2 above),  and the
diminished opportunity for stockholders of the Company to monitor the management
of the Company due to the lack of public  information,  the  stockholders of the
Company remaining after the consummation of the Reverse/Forward Stock Splits may
experience  a  significant  decrease  in the price at which  they may sell their
Class A Shares and/or Class B Shares.

4.    Inability to Participate in any Future Increases in Value of the Class B
      Shares or Payments of Dividends Thereon


                                       22


            Following the Reverse/Forward  Stock Splits, Cashed Out Holders will
have no further financial  interest in the Company with respect to their Class B
Shares and thus will not have the  opportunity  to  participate in the potential
appreciation  in the value of such shares or the payment of  dividends  thereon.
The Board and Special  Transactions  Committee  determined that this factor does
not make the Reverse/Forward Stock Splits unfair to the Cashed Out Holders since
there are no indications that without effecting the Reverse/Forward Stock Splits
the market  price for the Class B Shares would meet or exceed the Cash Out Price
at any time in the foreseeable future.

            The Board and Special Transactions Committee believe that the
factors mentioned above, when viewed together, support a conclusion that the
Reverse/Forward Stock Splits are substantively fair to the affiliated and
unaffiliated holders of Class A Shares and Class B Shares, including the Cashed
Out Holders and Continuing Holders.

Other Factors

            The factors set forth below were not  considered by the Board or the
Special  Transactions  Committee in reaching their respective  conclusions as to
the substantive fairness of the Reverse/Forward Stock Splits. These factors were
either inapplicable or not considered material.

      o     Redemptions - We have not purchased any Class B Shares during the
            past two calendar years or during the current calendar year.

      o     Firm Offers - We are not aware of any firm offers to purchase us
            that have been made during the past two calendar years or during the
            current calendar year by any unaffiliated person.

      o     Prior Public Offerings - We have not made any underwritten public
            offering of the Class B Shares during the past three calendar years
            or during the current calendar year.

      o     Merger, Consolidation or Other Extraordinary Transaction - We have
            not engaged in a merger or consolidation with another company or in
            any other extraordinary transaction, such as the sale or other
            transfer of all, or a substantial part of our assets, during the
            past two calendar years or during the current calendar year.

      o     Securities Purchases - There have not been any purchases of our
            Class A Shares or Class B Shares that would enable the holder to
            exercise control of us.

      o     Liquidation Value - As discussed above, the liquidation value of the
            Company was not deemed relevant since we plan to continue to operate
            as a going concern following the Reverse/Forward Stock Splits.

                          OPINION OF FINANCIAL ADVISOR

            The Special Transactions Committee retained the Financial Advisor to
provide the Fairness Opinion. On December 7, 2004, the Financial Advisor
delivered the Fairness Opinion


                                       23


to the Board and Special  Transactions  Committee.  The Fairness  Opinion states
that based upon and subject to the factors and  assumptions  set forth  therein,
the  Cash  Out  Price  to  be  paid  to  Cashed  Out  Holders  pursuant  to  the
Reverse/Forward  Stock  Splits  is fair  from a  financial  point  of view as of
December 7, 2004. The Financial  Advisor also presented to the Board and Special
Transactions Committee a summary of the analyses described below.

            The  Fairness  Opinion was prepared for use by the Board and Special
Transactions  Committee,  and was directed only to the fairness from a financial
point of view,  as of the date  thereof,  of the Cash Out Price.  The  Financial
Advisor was not involved in structuring the Reverse/Forward Stock Splits and its
opinion does not compare the relative merits of the Reverse/Forward Stock Splits
with those of any other  transaction  or business  strategy  which were or might
have been  available to or considered  by the Company,  the Board or the Special
Transactions  Committee as alternatives to the Reverse/Forward  Stock Splits and
does not  address  the  underlying  business  decision  by the Board or  Special
Transactions  Committee  to  proceed  with or effect the  Reverse/Forward  Stock
Splits.  The Fairness  Opinion is for the  information  of, and directed to, the
Board  and  Special   Transactions   Committee  in  their   evaluation   of  the
Reverse/Forward  Stock  Splits.  The  Fairness  Opinion  does not  constitute  a
recommendation  to the Board or  Special  Transaction  Committee  as to how they
should vote on the Reverse/Forward  Stock Splits or to any stockholder as to how
such  stockholder  should  vote  at  any  stockholders'  meeting  at  which  the
Reverse/Forward Stock Splits are considered. In furnishing the Fairness Opinion,
the  Financial  Advisor did not admit that it is an expert within the meaning of
the term  "expert"  as used in the  Securities  Act of nor did it admit that its
opinion  serves as a report or  valuation  within the meaning of the  Securities
Act.

            The full text of the  Fairness  Opinion  is  annexed as Exhibit A to
this Proxy Statement and is incorporated herein by reference. The summary of the
Fairness  Opinion set forth in this Proxy Statement is qualified in its entirety
by reference to the full text of the Fairness Opinion. Stockholders are urged to
read the Fairness Opinion  carefully and in its entirety for a discussion of the
procedures  followed,  assumptions made, other matters  considered and limits of
the review by the Financial Advisor in connection with the Fairness Opinion. The
Financial Advisor has consented to the use of the Fairness Opinion in this Proxy
Statement.

            The Special Transactions Committee selected the Financial Advisor as
its financial advisor because it is a nationally recognized investment banking
firm that has substantial experience in the communications industry and is
familiar with the Company and its business. As part of its investment banking
business, the Financial Advisor is regularly engaged in the valuation of
businesses and securities in connection with mergers, acquisitions,
underwritings, sales and distributions of listed and unlisted securities,
private placements and valuation for corporate and other purposes. In the
ordinary course of the Financial Advisor's business, the Financial Advisor may,
from time to time, trade in the securities of the Company for its own account,
the accounts of investment funds and other clients under the management of the
Financial Advisor or its affiliates and/or the accounts of customers and,
accordingly, may at any time hold a long or short position in those securities.

            In arriving at the Fairness Opinion, the Financial Advisor reviewed
the terms of the Reverse/Forward Stock Splits and also reviewed financial and
other information that was


                                       24


publicly available, or furnished to the Financial Advisor by the Company's
management, including information and financial projections provided during
discussions with the management of the Company. In addition, the Financial
Advisor reviewed certain publicly available operational, financial and stock
market data relating to selected public companies. The Financial Advisor also
reviewed the financial terms, to the extent publicly available, of certain
corporate acquisition transactions and conducted other financial studies,
analyses and investigations as the Financial Advisor deemed necessary or
appropriate for purposes of rendering the Fairness Opinion, as more fully set
forth therein.

            In rendering the Fairness Opinion, the Financial Advisor assumed and
relied upon, without independent verification, the accuracy and completeness of
all financial and other information that was publicly available, supplied or
otherwise communicated to the Financial Advisor by or on behalf of the Company
and the Financial Advisor further relied upon the assurances of the Company's
management that they are unaware of any facts that would make the information
provided to the Financial Advisor incomplete or misleading. The Financial
Advisor also assumed, with the consent of the Company's management, that any
material liabilities (contingent or otherwise, known or unknown) of the Company
were set forth in the Company's financial statements.

            With respect to financial projections of the Company, the Financial
Advisor relied upon the management of the Company as to the reasonableness and
achievability of the financial forecasts and projections (and the assumptions
and bases therein), and assumed such forecasts and projections were reasonably
prepared on bases reflecting the best currently available estimates and
judgments of management as to the future operating and financial performance of
the Company. Such forecasts and projections were based on numerous variables and
assumptions that are inherently uncertain including, without limitation, facts
related to general economic and business conditions. Accordingly, actual results
could vary significantly from the projections, and the Financial Advisor assumed
no responsibility for the accuracy or completeness of the projections.


            THE COMPANY DOES NOT AS A MATTER OF COURSE MAKE PUBLIC PROJECTIONS
OR FORECASTS AS TO FUTURE OPERATIONS. THE MANAGEMENT OF THE COMPANY, HOWEVER,
DID PREPARE CERTAIN PROJECTIONS WHICH WERE PROVIDED TO THE FINANCIAL ADVISOR FOR
USE IN CONNECTION WITH THE FAIRNESS OPINION ANALYSES. THE SUMMARY OF THE
PROJECTIONS SET FORTH BELOW IS INCLUDED IN THIS PROXY STATEMENT SOLELY BECAUSE
THE PROJECTIONS WERE FURNISHED TO THE FINANCIAL ADVISOR. THEREFORE, SUCH SUMMARY
SHOULD BE USED BY STOCKHOLDERS OF THE COMPANY SOLELY FOR DECIDING HOW MUCH
WEIGHT TO GIVE TO THE FAIRNESS OPINION AND FOR NO OTHER PURPOSE.

            The summary of the projections set forth below was not prepared with
a view toward public disclosure, and stockholders of the Company should not rely
upon such summary. Management of the Company prepared the projections for
internal purposes. The projections were not prepared in compliance with the
published guidelines of the Commission, Public Company Accounting Oversight
Board or American Institute of Certified Public Accountants regarding
prospective financial information. The projections were not prepared with the
assistance of, nor were they reviewed, compiled or examined by, the Company's
attorneys or independent accountants.

            The projections reflect numerous assumptions, all made by the
management of the Company, about industry performance, general business
conditions, economic market and financial condition, and various other matters.
All of these matters are difficult or impossible to predict and many of them are
beyond the Company's ability to control. Accordingly, the Company offers no
assurance that the assumptions made in preparing the projections will prove
accurate, and actual results may differ materially and adversely from those
contained in the summary of the projections set forth below. Stockholders of the
Company should not view the inclusion of such summary as an indication that the
Company or its financial advisors, accountants, attorneys, officers or directors
consider the projections an accurate predictor of future events or that the
Company believes they are necessarily achievable. In light of the uncertainties
inherent in the projections, the Company strongly cautions its stockholders
against relying on the summary of the projections set forth below. The
projections were prepared in November 2004 and the Company has not updated them
such date.

                 Projected Summary Consolidated Income Statement



                                 Q4 2004         2004           2005           2006           2007           2008           2009
                                 -------         ----           ----           ----           ----           ----           ----
                                                                                                    
Total operating revenues       12,504,565     50,618,139     50,267,123     50,314,679     50,549,534     50,384,302     50,314,409

Total operating expenses(1)     9,235,291     37,824,194     34,156,397     34,282,861     34,480,244     34,670,151     34,886,669
                               ----------     ----------     ----------     ----------     ----------     ----------     ----------

EBITDA (Cash flow)              3,269,274     12,793,945     16,110,725     16,031,817     16,069,289     15,714,151     15,427,740

  Interest and other              594,265      1,629,884      2,260,398      2,079,571      1,799,289      1,364,852        691,474
                               ----------     ----------     ----------     ----------     ----------     ----------     ----------
Operating cash flow             2,675,009     11,164,061     13,850,327     13,952,246     14,270,000     14,349,300     14,736,266

  Depreciation                  2,285,500      9,175,195      9,077,715      8,958,390      8,852,281      8,758,119      8,691,049
                               ----------     ----------     ----------     ----------     ----------     ----------     ----------
Net income before income
  taxes                           389,509      1,988,865      4,772,612      4,993,857      5,417,719      5,591,181      6,045,217

  Income taxes                    187,934        920,474      1,914,772      2,019,729      2,202,639      2,280,184      2,469,782
                               ----------     ----------     ----------     ----------     ----------     ----------     ----------
Net Income                        201,575      1,068,391      2,857,841      2,974,128      3,215,080      3,310,997      3,575,435
                               ==========     ==========     ==========     ==========     ==========     ==========     ==========


(1)   Includes  $500,000  projected  annual savings in the form of reduced audit
      and legal expenses as a result of going private, beginning in 2005.


                                       25


                         Projected Capital Expenditures



                                                         2005             2006             2007             2008             2009
                                                         ----             ----             ----             ----             ----
                                                                                                           
Total Consolidated Capital Budget                     $9,173,394       $9,704,000       $7,404,000       $7,614,000       $7,834,000
                                                      ==========       ==========       ==========       ==========       ==========




                                       26


            The Financial Advisor was not requested to make, and did not make,
an independent evaluation or appraisal of the assets, properties, facilities or
liabilities (contingent or otherwise) of the Company, and was not furnished with
any such appraisals or evaluations. Estimates of values of companies and assets
do not purport to be appraisals or necessarily reflect the prices at which
companies and assets may actually be sold. Because such estimates are inherently
subject to uncertainty, the Financial Advisor assumes no responsibility for
their accuracy. The Financial Advisor's opinion is necessarily based upon
financial, economic, market and other conditions and circumstances existing and
disclosed to the Financial Advisor on the date of the Fairness Opinion.
Subsequent developments may affect the conclusions reached in the Fairness
Opinion and the Financial Advisor has no obligation to update, revise or
reaffirm the Fairness Opinion. The Financial Advisor relied as to certain legal
matters on advice of counsel to the Special Transactions Committee and the
Company.

            In preparing the Fairness Opinion, the Financial Advisor conducted
the following three principal analyses: (i) a comparison of the Company with
certain publicly traded companies deemed comparable to the Company; (ii) a
comparison of the Reverse/Forward Stock Splits with merger and acquisition
transactions involving certain rural local exchange companies


                                       27


deemed comparable to the Company;  and (iii) an analysis of the present value of
the Company's  projected  future cash flows  available for  distribution  to its
equity and debt  security  holders.  The  Financial  Advisor  believes  that the
principal benchmarks for comparing companies in the rural local exchange carrier
business  are  enterprise  value  divided by the  Company's  EBITDA for the most
recently reported twelve-month period and enterprise value divided by the number
of total access  lines.  The  resulting  quotients  are referred to as an EBITDA
multiple and access line multiple,  respectively.  For purposes of the Financial
Advisor's analysis, the Financial Advisor defined enterprise value as the market
value of  fully-diluted  common equity plus the book value of long-term debt and
the liquidation value of outstanding preferred stock, if any, minus cash. EBITDA
is a measure of a company's  pre-tax operating cash flow calculated by adding to
a  company's  net income  its  interest  expense,  income  taxes,  depreciation,
amortization  and  extraordinary  items and  deducting its interest  income.  In
performing its analyses, the Financial Advisor applied an estimated 15% discount
to the price of the Class B Shares  due to the lack of  voting  and  pre-emptive
rights associated with such shares, as well as the relative  illiquidity of such
shares.

            No company or transaction used in any analysis as a comparison is
identical to the Company or the Reverse/Forward Stock Splits, and they all
differ in material ways. As a result, the Financial Advisor applied its
experience and professional judgment to determine an appropriate reference range
of the indicated values or multiples in connection with its analyses of
comparable companies and transactions. Accordingly, an analysis of the results
is not mathematical; rather it involves complex considerations and judgments
concerning differences in financial and trading value of the comparable
companies or transactions to which they are being compared. The preparation of a
fairness opinion is a complex process and is not necessarily susceptible to
partial analyses or summary description. In arriving at the Fairness Opinion,
the Financial Advisor considered the results of all of its analyses as a whole
and did not attribute any particular weight to any analysis or factor considered
by it. The Financial Advisor believes that the summary provided and the analyses
described above must be considered as a whole and that selecting portions of
these analyses, without considering all of them, would create an incomplete view
of the process underlying its analyses and opinion. In addition, the Financial
Advisor may have given various analyses and factors more or less weight than
other analyses and factors and may have deemed various assumptions more or less
probable than other assumptions, therefore the range of valuations resulting
from any particular analysis described above should not be taken to be the
Financial Advisor's view of the actual value of the Company.

            The following is a summary of the material financial analyses
performed by the Financial Advisor in connection with the preparation of the
Fairness Opinion. These summaries of financial analyses alone do not constitute
a complete description of the financial analyses the Financial Advisor employed
in reaching its conclusions. The order of analyses described does not represent
relative importance or weight given to those analyses by the Financial Advisor.
Some of the summaries of the financial analyses include information presented in
tabular format. The tables must be read together with the full text of each
summary and are alone not a complete description of the Financial Advisor's
financial analyses. Except as otherwise noted, the following quantitative
information, to the extent that it is based on market data, is based on market
data as it existed on or before December 6, 2004 and is not necessarily
indicative of current market conditions.


                                       28


Public Comparables Analysis

            The Financial Advisor analyzed selected current and historical
operating information and valuation data for certain publicly traded rural local
exchange carriers that the Financial Advisor deemed comparable to the Company.
Particular emphasis was placed on rural local exchange carriers with similar
sources of revenues. The rural local exchange carriers that the Financial
Advisor used for its analysis were:

      -  Commonwealth Telephone Enterprises, Inc.
      -  CT Communications, Inc.
      -  D&E Communications, Inc.
      -  HickoryTech Corporation
      -  North Pittsburgh Systems, Inc.

            The Financial Advisor divided the enterprise value of each of the
comparable companies by the company's EBITDA for the most recently reported
twelve-month period to produce an EBITDA multiple. In addition, the Financial
Advisor divided the enterprise value of each of the comparable companies by its
number of total access lines to produce an access line multiple. The result of
this analysis was a range of EBITDA multiples and a range of access line
multiples for companies comparable to the Company. The Financial Advisor then
multiplied the Company's EBITDA for the most recently reported twelve-month
period and the number of total access lines of the Company by these respective
multiples to derive a range of estimated enterprise values of the Company. These
analyses resulted in an implied valuation reference range for the Company as
shown in the following tables:



- -----------------------------------------------------------------------------------------------------
                                                                    Implied
                               Company          Comparable      Enterprise Value         Implied
                             EBITDA From         Company         (EBITDA times       Equity Value per
                           Last 12 Months*      Multiple**         Multiple)*         Class B Share
- -----------------------------------------------------------------------------------------------------
                                                                             
High                           $12.9               7.0x              $90.0               $178.75
Mean                           $12.9               6.9x              $88.2               $173.99
Low                            $12.9               5.5x              $70.7               $127.78
Reverse/Forward Stock          $12.9               6.6x              $84.8               $165.00
Splits Price
- -----------------------------------------------------------------------------------------------------


 *    In millions
**    Range of comparable company's enterprise value divided by last 12 months
      EBITDA.

                                       29




- -----------------------------------------------------------------------------------------------------
                                                                   Implied
                                              Comparable       Enterprise Value
                                               Company          (Access Lines            Implied
                              Company         Value per        times Value per       Equity Value per
                           Access Lines      Access Line*       Access Line)**        Class B Share
- -----------------------------------------------------------------------------------------------------
                                                                             
High                          36,658            $3,240              $118.8               $254.67
Mean                          36,658            $2,565               $94.0               $189.30
Low                           36,658            $1,889               $69.2               $123.83
Reverse/Forward Stock         36,658            $2,314               $84.8               $165.00
Splits Price
- -----------------------------------------------------------------------------------------------------

 *    Range of comparable company's enterprise value divided by access lines.
**    In millions

Comparable Acquisition Analysis

            The Financial Advisor reviewed five acquisitions involving rural
local exchange carriers that the Financial Advisor deemed to be comparable to
the Company. The transactions used in the Financial Advisor's analysis were:

      -  Consolidated Communications' acquisition of TXU Communications

      -  FairPoint Communications' acquisition of Community Service
         Communications

      -  Nemont Telephone Cooperative's acquisition of Citizens access lines in
         North Dakota

      -  Consolidated Communications' acquisition of Illinois Consolidated
         Telephone Company

      -  Telephone & Data Systems' acquisition of MCT

            For each of these  acquisitions  where the  information was publicly
available,  the Financial  Advisor  divided the  enterprise  value of the target
implied in the acquisition by the target's EBITDA for the most recently reported
twelve-month  period to produce an EBITDA multiple.  In addition,  the Financial
Advisor  divided the  target's  enterprise  value by its number of total  access
lines to produce an access  line  multiple.  The result of this  analysis  was a
range of EBITDA  multiples and a range of access line multiples for acquisitions
of companies  comparable to the Company.  The Financial  Advisor then multiplied
the Company's EBITDA for the most recently reported  twelve-month period and the
number of total  access  lines of the Company by these  respective  multiples to
derive a range of estimated  enterprise  values of the Company.  These  analyses
resulted in an implied enterprise  valuation  reference range for the Company as
shown in the following tables:



- --------------------------------------------------------------------------------------------------------
                                                                      Implied
                                Company           Comparable      Enterprise Value          Implied
                              EBITDA From        Acquisition       (EBITDA times        Equity Value per
                            Last 12 Months*       Multiple**         Multiple)*          Class B Share
- --------------------------------------------------------------------------------------------------------
                                                                                 
High                             $12.9              9.0x               $115.8                $246.71
Mean                             $12.9              8.1x               $104.6                $217.15
Low                              $12.9              7.0x                $90.0                $178.75
Reverse/Forward Stock            $12.9              6.6x                $84.8                $165.00
Splits Price
- --------------------------------------------------------------------------------------------------------

 *    In millions

**    Range of comparable acquisition's enterprise value divided by the last 12
      months EBITDA.

                                       30




- -----------------------------------------------------------------------------------------------------
                                                                   Implied
                                               Comparable      Enterprise Value
                                              Acquisition       (Access Lines            Implied
                              Company          Value per       times Value per       Equity Value per
                           Access Lines      Access Line*       Access Line)**        Class B Share
- -----------------------------------------------------------------------------------------------------
                                                                              
High                          36,658            $3,389              $124.2                $269.10
Mean                          36,658            $2,839              $104.1                $215.84
Low                           36,658            $2,245               $82.3                $158.31
Reverse/Forward Stock         36,658            $2,314               $84.8                $165.00
Splits Price
- -----------------------------------------------------------------------------------------------------

 *    Range of  comparable  acquisition's  enterprise  value  divided  by access
      lines.
**    In millions

Discounted Cash Flow Analysis

            The Financial  Advisor  performed a discounted cash flow analysis of
the Company for the period  commencing  January 1, 2005 and ending  December 31,
2009 using the Company's projected  operating results.  The discounted cash flow
analysis  estimated the value of the Company by taking the  Company's  projected
future cash flows  available  for  distribution  to its equity and debt security
holders and dividing the cash flows  generated  each year by a number  dependent
upon a  discount  rate to  derive  a  present  value of these  cash  flows.  The
Financial  Advisor selected a range of discount rates for this analysis based on
an estimate of the  Company's  weighted  average  cost of capital.  The value of
these discounted cash flows was then added to the Company's discounted estimated
terminal  value to  determine  a total  enterprise  value for the  Company.  The
projected  future cash flows were discounted  using a discount rate ranging from
9.5% to 10.5%.  The Company's  terminal value was estimated by  multiplying  its
projected EBITDA for the year ending December 31, 2009 by multiples ranging from
5.5x to 6.5x.  From this  analysis,  the  Financial  Advisor  derived an implied
enterprise  valuation  reference range for the Company as shown in the following
table:

- --------------------------------------------------------------------------------
                                     Terminal      Implied          Implied
                         Discount     EBITDA      Enterprise    Equity Value per
                           Rate      Multiple       Value*       Class B Share
- --------------------------------------------------------------------------------
High                        9.5%       6.5x         $81.6           $156.40
Mean                       10.0%       6.0x         $75.1           $139.29
Low                        10.5%       5.5x         $68.9           $122.87
Reverse/Forward Stock                               $84.8           $165.00
Splits Price
- --------------------------------------------------------------------------------
*     In millions

Conclusion

            Based  upon  the  foregoing   analyses  and  the   assumptions   and
limitations set forth in full in the text of the Fairness Opinion, the Financial
Advisor is of the opinion that, as of the date of the Fairness Opinion, the Cash
Out Price to be paid by the  Company to the Cashed Out  Holders  pursuant to the
Reverse/Forward  Splits is fair to the Cashed Out Holders from a financial point
of view.

Engagement of the Financial Advisor


                                       31


            The  Company  has  agreed  to pay  the  Financial  Advisor  a fee of
$250,000 and to reimburse the Financial Advisor for its reasonable out-of-pocket
expenses  related to its engagement,  including the reasonable fees and expenses
of counsel, whether or not the Reverse/Forward Stock Splits are consummated. The
Company  has  also  agreed  to  indemnify  the  Financial  Advisor  for  certain
liabilities  relating  to or  arising  out of its  engagement.  No  compensation
received or to be received by the Financial Advisor is based on or is contingent
on the results of the Financial Advisor's engagement. There are no other current
arrangements to compensate the Financial Advisor, its affiliates or unaffiliated
representatives  for  any  services  rendered  to  the  Company,  its  executive
officers,  directors or  affiliates.  The Financial  Advisor has not  previously
provided financial  advisory services to the Company,  and none of the Financial
Advisor's  employees  who  worked  on the  engagement  has any  known  financial
interest  in  the  assets  or  equity  of the  Company  or  the  outcome  of the
engagement.

                           GENERAL VOTING INFORMATION

            This Proxy Statement and the enclosed proxy card are being furnished
to all stockholders of the Company in connection with the Special Meeting.  Your
proxy is being  solicited by the Board and is subject to  revocation at any time
prior to the voting of the proxy as provided below.  Unless a contrary choice is
indicated,  all duly executed  proxies received by the Company will be voted for
the following proposal:

      o     The approval of  amendments  to the  Company's  Amended and Restated
            Articles  of  Incorporation  whereby  the  Company  would  effect  a
            1-for-125  reverse  stock  split of its  Class B  Shares,  such that
            holders of less than 125 Class B Shares  would  have  their  Class B
            Shares  cancelled and  converted  into the right to receive the Cash
            Out Price,  followed  immediately by a 125-for-1 forward stock split
            of the Class B Shares.

            The Class A Shares and Class B Shares are eligible for voting at the
Special  Meeting.  Although  the  Class  B  Shares,  as a  general  matter,  are
non-voting,  these shares are entitled to vote at the Special Meeting under Ohio
law since  the Board is  seeking  approval  of  amendments  to its  Amended  and
Restated Articles of Incorporation relating to the Class B Shares.

            Shares  cannot be voted at the  Special  Meeting  unless  the holder
thereof is present or  represented  by proxy.  When the  enclosed  proxy card is
properly executed and timely returned,  the Shares  represented  thereby will be
voted as specified therein. Any holder of Shares giving a proxy has the right to
revoke it at any time prior to its exercise as provided below.

Stockholders Entitled to Vote at the Special Meeting

            Only  holders  of  record of  Shares  at the  close of  business  on
___________, 2005 are entitled to notice of, and to vote at, the Special Meeting
and any adjournment or postponement  thereof.  On that date,  there were _______
Class A Shares and ______ Class B Shares outstanding. Such holders of record are
entitled  to one vote on each  matter  considered  and voted upon at the Special
Meeting for each Share held of record at the close of business on


                                       32


the  record  date.  The  Company  currently  has no other  outstanding  class of
securities entitled to vote at the Special Meeting.

How to Vote Your Shares

            Your vote is  important.  Your  Shares  can be voted at the  Special
Meeting only if you are present in person or represented  by proxy.  Even if you
plan to attend the Special  Meeting,  we urge you to vote now by completing  and
submitting  the  enclosed  proxy card.  You may cast your vote simply by marking
your proxy card, and then dating,  signing and returning it in the  postage-paid
envelope  provided.  No  provision  has been made by the Company for Internet or
telephone voting of your Shares.

How to Revoke Your Proxy

            You may  revoke  your  proxy at any time  before  it is voted at the
Special Meeting by:

      o     Properly executing and delivering a later-dated proxy;

      o     Voting by ballot at the Special Meeting; or

      o     Sending a written notice of revocation to the inspectors of election
            in care of the Secretary of the Company at the address listed above.

Voting at Special Meeting

            Voting  by  proxy  will in no way  limit  your  right to vote at the
Special Meeting if you later decide to attend in person.  Your Shares are either
held of record by you or in street  name.  Shares held of record are  registered
directly in your name with the Transfer Agent. As the stockholder of record, you
have the right to grant your proxy  directly to the Company or to vote in person
at the Special Meeting.  Shares held in street name are shares held beneficially
for you through a broker,  trustee or other nominee (such as a bank).  Since you
are not the holder of record with  respect to your  Shares held in street  name,
you may not vote these Shares  without first  obtaining a proxy executed in your
favor from your nominee.

            Your Shares will be voted at the Special  Meeting as directed by the
instructions  on your  proxy card if: (i) you are  entitled  to vote;  (ii) your
proxy card was properly executed; (iii) we received your proxy card prior to the
Special Meeting; and (iv) you did not revoke your proxy card prior to the vote.

            If you send a properly  executed proxy card without  specific voting
instructions,  your  Shares  represented  by that proxy  card will be voted,  as
recommended by the Board, in favor of the Reverse/Forward Stock Splits.

Vote Required to Approve Each Item

            The  presence at the Special  Meeting (in person or by proxy) of the
holders  of at  least a  majority  of the  Class A  Shares  and  Class B  Shares
outstanding on the record date,


                                       33


__________,  2005, is necessary to have a quorum allowing us to conduct business
at the Special Meeting.

            The following votes are required to approve each item of business at
the Special Meeting:


            Reverse/Forward Stock Splits. The affirmative vote of the holders of
at least  two-thirds  (2/3) of the Class A Shares  and  Class B  Shares,  voting
separately as a class, outstanding on the record date, __________,  2005. If you
do not vote your  Shares,  such  inaction  will  have the same  effect as a vote
"AGAINST" the Reverse/Forward Stock Splits.


            Other  Items.  The  affirmative  vote of the  holders  of at least a
majority of the Class A Shares  represented in person or by proxy at the Special
Meeting.

            The executive  officers and  directors of the Company,  who together
own  approximately  41.1% and 40.3%,  respectively,  of the voting  power of the
Class A  Shares  and  Class B Shares  outstanding  and  entitled  to vote at the
Special   Meeting,   have  indicated  that  they  will  vote  in  favor  of  the
Reverse/Forward Stock Splits at the Special Meeting.

            Broker  "non-votes"  and  abstentions  have the effect of a negative
vote on the Reverse/Forward Stock Splits proposal. Broker "non-votes" occur when
a nominee (such as a bank) returns a proxy card, but does not have the authority
to vote on a particular proposal because it has not received voting instructions
from the beneficial owner.

                      REVERSE/FORWARD STOCK SPLITS PROPOSAL

Summary and Structure

            The Board has  authorized  the  Reverse/Forward  Stock  Splits,  and
recommends the transaction for your approval.  The Reverse/Forward  Stock Splits
consist of a  1-for-125  reverse  stock  split of the Class B Shares,  such that
holders  of less  than  125  Class B  Shares  would  have  their  Class B Shares
cancelled and converted into the right to receive the Cash Out Price of $165 per
share,  followed  immediately by a 125-for-1  forward stock split of the Class B
Shares.  The  Reverse/Forward  Stock  Splits are  intended to take effect on the
Effective  Date  (i.e.,  the date the  Secretary  of State of the  State of Ohio
accepts  for filing  Certificates  of  Amendment  to our  Amended  and  Restated
Articles of Incorporation).  The proposed amendments to our Amended and Restated
Articles of  Incorporation  are annexed to this Proxy Statement as Exhibit B and
Exhibit C and are incorporated herein by reference.

            On the  Effective  Date,  the Company  will first effect a 1-for-125
reverse  stock  split of the Class B Shares.  Any  holder of 125 or more Class B
Shares immediately before the reverse stock split will receive eight thousandths
(0.008) of a Class B Share for each  Class B Share so owned.  Any holder of less
than 125 Class B Shares  immediately before the reverse stock split will receive
cash instead of a fractional  Class B Share. On the Effective Date following the
completion  of the reverse  stock  split,  the  Company  will effect a 125-for-1
forward stock split of the Class B Shares.


                                       34


            The Board has set the Cash Out Price at $165 per Class B Share.  The
Board made this  determination in good faith,  based upon the  recommendation of
the Special Transactions  Committee,  the Fairness Opinion and other factors the
Board and the  Special  Transactions  Committee  deemed  relevant.  The  Company
currently  estimates that Cashed Out Holders will receive cash consideration for
their Class B Shares within approximately three weeks after the Effective Date.


            In order to complete  the  Reverse/Forward  Stock  Splits,  at least
two-thirds (2/3) of the Class A Shares and Class B Shares,  voting separately as
a class,  outstanding  and entitled to vote at the Special  Meeting must approve
the  Certificates  of  Amendment  to  our  Amended  and  Restated   Articles  of
Incorporation. The executive officers and directors of the Company, who together
own  approximately  41.1% and 40.3%,  respectively,  of the voting  power of the
Class A  Shares  and  Class B Shares  outstanding  and  entitled  to vote at the
Special   Meeting,   have  indicated  that  they  will  vote  in  favor  of  the
Reverse/Forward  Stock  Splits  proposal at the Special  Meeting.  The Board has
retained for itself the absolute  authority  to reject (and not  implement)  the
Reverse/Forward  Stock Splits (even after approval  thereof) if it  subsequently
determines that the Reverse/Forward  Stock Splits for any reason are not then in
the  best   interest  of  the  Company.   See   "Reverse/Forward   Stock  Splits
Proposal--Reservation of Rights."

            The  Reverse/Forward  Stock Splits are considered a  "going-private"
transaction as defined in Rule 13e-3  promulgated under the Exchange Act because
they are intended to, and, if completed,  will likely terminate the registration
of the Class B Shares  under  Section  12(g) of the Exchange Act and suspend the
Company's filing and reporting obligations under the Exchange Act. In connection
with the  Reverse/Forward  Stock  Splits,  we have  filed,  as  required  by the
Exchange  Act,  the Rule 13e-3  Transaction  Statement  on  Schedule  13E-3 (the
"Schedule 13E-3") with the Commission.

Background of the Reverse/Forward Stock Splits

            Our Class A Shares and Class B Shares  have  historically  attracted
limited  institutional  investors or market research  attention which could have
created a more active and liquid market for such shares.  Relatively low trading
volume and low market  capitalization have reduced the liquidity benefits to the
stockholders  of the Company and mitigated the ability to use the Class A Shares
and  Class B Shares  as a  significant  part of our  employee  compensation  and
incentive  strategy.  In  addition,  because  we have  not  been  active  in the
corporate merger and acquisition market, the benefit of a publicly-traded  stock
to use in conjunction  with  acquisitions or other stock  transactions has never
been realized.

            We incur direct and indirect costs  associated  with compliance with
the  Exchange  Act's  filing and  reporting  requirements  imposed  upon  public
companies.  The cost of this  compliance  has increased  significantly  with the
implementation of the provisions of the Sarbanes-Oxley Act.

            In addition, we pay substantially higher premiums for our directors'
and officers'  insurance policies as a public reporting company than we would if
we were not  registered  under  the  Exchange  Act.  We also  incur  substantial
indirect costs as a result of, among other things,  the time executive  officers
expend to prepare and review our public filings. In addition, the public


                                       35


disclosure  we are  required  to make  under  the  Exchange  Act  places us at a
competitive  disadvantage by providing our non-public  competitors with detailed
information  about our  operations  and  financial  results while we do not have
access to similar information about these competitors.

            We have not derived  significant  benefits from maintaining a public
trading  market.  The Board does not presently  intend to raise capital  through
sales of securities in a public  offering or to acquire other business  entities
using stock as consideration. Accordingly, we are not likely to make use of many
advantages (for raising capital,  effecting acquisitions or other purposes) that
our status as a reporting  company may offer. For a more detailed  discussion of
the ways in which the Company has not enjoyed the  benefits  typically  afforded
public   company   status,   please  see  "Special   Factors--Reasons   for  the
Reverse/Forward Stock Splits."

            In light of these  circumstances,  the Board  believes that it is in
our best interest to undertake the Reverse/Forward  Stock Splits at this time to
enable us to deregister  the Class B Shares under the Exchange  Act,  which will
relieve us of the  administrative  burden,  cost and  competitive  disadvantages
associated  with filing reports and otherwise  complying  with the  requirements
imposed under the Exchange Act. Although Continuing Holders and holders of Class
A Shares  will  indirectly  bear the costs  associated  with  taking the Company
private, the Board believes that such expenses will be offset by the anticipated
savings of being a private company.

            The Board reached its conclusion  regarding the  advisability of the
Reverse/Forward  Stock Splits after an evaluation  process that began informally
in  the  second  quarter  of  2004  to  explore  the  going-private  transaction
structures  available to the Company. The evaluation process was initiated after
the Chief Financial Officer of the Company advised the Company's  President that
the Company  could  benefit from  engaging in a  going-private  transaction.  On
August 18, 2004,  the Board held a meeting at which the directors  discussed the
costs and  benefits,  both  financial and  non-financial,  of remaining a public
reporting company. At this meeting,  the management of the Company presented the
Board with a written report (the "Management  Report")  discussing the potential
benefits and alternative transaction structures of a going-private  transaction.
The transaction structures considered were a management buyout, an issuer tender
offer, a stock repurchase  program and reverse and forward stock splits.  Please
see "Special  Factors--Alternatives  to the Reverse/Forward  Stock Splits" for a
discussion  of  the  advantages  and  disadvantages  of  these  structures.  The
Management  Report  recommended  that the Company  engage in reverse and forward
stock  splits of its Class B Shares  utilizing  reverse  stock split and forward
stock split ratios of 1-for-125  and  125-for-1,  respectively.  The  Management
Report  further  recommended  that the cash  amount  to be paid to  stockholders
receiving cash in lieu of fractional Class B Shares should range between $86 and
$151 per share. In establishing  this range,  the management of Horizon utilized
valuation  methodologies based upon (i) recent Class B Share market prices, (ii)
the Company's  EBITDA and (iii) the number of Company's  telephone access lines.
Management  of the Company also  provided the Board with  estimates of the legal
and accounting costs and expenses  associated with a going-private  transaction.
At this  meeting,  the Board was also  presented  with a memorandum  prepared by
Herrick,  Feinstein  LLP,  outside  counsel to the Company,  addressing  the (x)
duties of directors  under Ohio law in evaluating a  going-private  transaction;
(y) various federal and state law requirements  associated with effecting such a
transaction;  and (z) specific  actions  required to effect  reverse and forward
stock  splits of the Class B Shares.  Members  of  Herrick,  Feinstein  LLP were
present at this meeting to answer  questions and  otherwise  assist the Board in
its


                                       36


consideration of the memorandum. After due deliberation of the written materials
supplied  to it,  the Board  unanimously  determined  at this  meeting  that the
Company  should be taken private by means of reverse and forward stock splits of
its Class B Shares.  In  furtherance  thereof,  the Board  created  the  Special
Transactions  Committee  to  assist  in  establishing  the  specific  terms  and
conditions of a going-private  transaction for the Company involving reverse and
forward stock splits of its Class B Shares.

            The Special  Transactions  Committee was given the  authorization to
engage a  financial  advisor  and any other  advisors  or experts as the Special
Transactions   Committee   deemed   necessary  in  order  for  it  to  make  its
recommendation  to the Board.  On September 14, 2004,  the Special  Transactions
Committee  retained  its own  legal  counsel.  Legal  counsel  for  the  Special
Transactions  Committee was present at all meetings of the Special  Transactions
Committee.

            On September 22, 2004,  the Special  Transactions  Committee  held a
meeting for the purpose of selecting a financial advisor to act on behalf of and
with the Special  Transactions  Committee.  At this meeting,  presentations were
made to the Special  Transactions  Committee by three investment  banking firms.
After due  deliberation  of the aforesaid  presentations  and the  informational
materials supplied in connection therewith,  the Special Transactions  Committee
unanimously  determined  to  use  the  services  of  the  Financial  Advisor  in
connection with the Reverse/Forward Stock Splits.

            On October 14, 2004, the Special Transactions Committee entered into
an engagement  agreement with the Financial  Advisor and the Company whereby the
Financial  Advisor  was  engaged  to  deliver  the  Fairness  Opinion.   Shortly
thereafter,  the Special Transactions Committee requested that the management of
the Company replace the price range  contained in the Management  Report for the
purchase of Class B Shares with a single purchase  price.  In response  thereto,
the  management  of the  Company  proposed  that $86 (the  "Management  Cash Out
Price") be used as the per share purchase price for the Class B Shares.

            On October 28,  2004,  the  Special  Transactions  Committee  held a
meeting for the purpose of receiving a status report from the Financial Advisor.
At this meeting,  representatives  of the Financial Advisor provided the members
of the Special  Transactions  Committee  with an  overview of the due  diligence
process,  evaluation analyses and transaction  timetable.  These representatives
also stated that a preliminary  analysis indicated that it was unlikely that the
Financial Advisor could opine that the Management Cash Out Price was fair to the
Cashed Out Holders  from a financial  point of view.  The members of the Special
Transactions  Committee  responded by reiterating their desire to achieve a fair
price for the Cashed Out Holders and further  stated that they were  prepared to
negotiate the per share price to be paid to Cashed Out Holders with the Board.

            On November  23, 2004,  the Special  Transactions  Committee  held a
meeting for the purpose of receiving a further  status report from the Financial
Advisor.  At this meeting,  representatives of the Financial Advisor stated that
the tasks  required to issue the  Fairness  Opinion were nearly  complete.  Such
representatives also explained the three principal analyses being conducted with
respect to the  Company.  Please see  "Opinion of the  Financial  Advisor" for a
discussion of these analyses.


                                       37


            On November  30, 2004,  the Special  Transactions  Committee  held a
meeting  for  the  purpose  of  discussing  a  preliminary  evaluation  analysis
conducted by the Financial Advisor,  including:  (i) the stock trading prices of
other  comparable  public  companies;  (ii) merger and acquisition  transactions
involving rural local exchange  carriers  similar to the Company;  and (iii) the
present  value of the  Company's  projected  cash flows.  Please see "Opinion of
Financial  Advisor"  for a more  detailed  discussion  of  these  analyses.  The
proposed  Management  Cash Out  Price of $86 was at the low end of the  range of
prices  yielded  by the  Financial  Advisor's  analysis,  which led the  Special
Transactions  Committee  to  conclude  that the  Management  Cash Out  Price was
inadequate.  The Special  Transactions  Committee  then  resolved to provide the
management of the Company with the  Financial  Advisor's  preliminary  valuation
analysis  in  order  to  facilitate  discussions  at a  meeting  of the  Special
Transactions  Committee and management of the Company  scheduled for December 1,
2004.

            On December 1, 2004, the Special Transactions Committee met with the
management  of the  Company  for  the  purpose  of  discussing  the  preliminary
valuation analysis conducted by the Financial Advisor.  Following a presentation
by the Financial Advisor of the three principal analyses it employed,  a general
discussion  of the price  range for the per share price to be paid to the Cashed
Out Holders  ensued.  Management  of the Company  focused on the recent  trading
prices of the Class B Shares,  but the  Financial  Advisor  pointed out that the
lack of liquidity  and trading  volume may have had a depressive  effect on such
trading prices.  The meeting concluded with the Special  Transactions  Committee
agreeing to deliver a letter to the  management  of the Company  specifying  the
Special  Transactions  Committee's  proposed  per share  price to be paid to the
Cashed Out Holders.

            On December 2, 2004, the Special Transactions Committee met with the
Financial  Advisor for the  purpose of  establishing  the  Special  Transactions
Committee's  proposed per share price to be paid to the Cashed Out Holders.  The
Special Transactions  Committee engaged in further discussion with the Financial
Advisor  regarding the analyses  conducted by the Financial Advisor with respect
to the  Company.  As a  result  of this  discussion,  the  Special  Transactions
Committee  decided that it would be appropriate to propose a price range instead
of a specific per share price to be paid to the Cashed Out Holders.  The Special
Transactions  Committee  determined that a per share price range of $160 to $180
was at the midpoint of the  comparable  public company  trading price  analysis,
exceeded the high end of the results of the  discounted  cash flow  analysis and
was at the low end of the range of the mergers and acquisitions  analysis.  This
price range exceeded the Management Cash Out Price  significantly and was within
the range of prices yielded by the analysis  prepared by the Financial  Advisor.
The meeting  concluded  with the Special  Transactions  Committee  directing Mr.
Whited to deliver a letter to the  management  of the Company  setting forth the
Special Transaction  Committee's proposed price range of $160 to $180 per share.
Mr. Whited delivered the letter to Thomas McKell, the Company's President, later
that day.

            On December 3, 2004, the Special Transactions Committee met with the
management  of the  Company to agree upon the per share  price to be paid to the
Cashed Out Holders.  Once agreed upon, this price would then be submitted to the
Board for approval.  The  management of the Company  proposed that the per share
price  to be  paid  to the  Cashed  Out  Holders  be set at  $165.  The  Special
Transactions  Committee  pointed out that the  proposed  price  exceeded  recent
trading  prices for the Class B Shares and was at the high end of the  Financial
Advisor's discounted cash flow analysis. The Special Transactions Committee then
unanimously  approved  $165 as the per share  price to be paid to the Cashed Out
Holders.

            On  December  7,  2004,  a special  meeting of the Board was held to
consider  and approve the per share price to be paid to the Cashed Out  Holders.
The Special  Transactions  Committee made a presentation  regarding the analyses
and other  actions  undertaken  in  connection  with  establishing  the  Special
Committee's proposed price range of the per share price to be paid to the Cashed
Out Holders (and  subsequent  agreement  with the management of the Company that
the price per share to be paid to the Cashed Out  Holders be set at $165).  Upon
the conclusion of its presentation, the Financial Advisor delivered the Fairness
Opinion stating that the Cash Out Price of $165 to be paid by the Company to the
Cashed Out Holders pursuant to the Reverse/Forward  Splits is fair to the Cashed
Out Holders from a financial  point of view as of December 7, 2004.  The Special
Transactions  Committee then  recommended that the Board approve $165 as the per
share price to be paid to the Cashed Out Holders. After a discussion of


                                       38


the factors supporting the Special Committee's  recommendation by all members of
the Board, the Board unanimously approved the Reverse/Forward Stock Splits, at a
per share price of $165 per Class B Share;  (ii) directed that the management of
the Company  establish  the stock  split  ratios for the  Reverse/Forward  Stock
Splits;  (iii)  directed that the terms and  conditions  of the  Reverse/Forward
Stock Splits be submitted for approval at the Special Meeting; (iv) approved the
preliminary  form of  this  Proxy  Statement  and the  Schedule  13E-3;  and (v)
directed  that such  preliminary  form of this Proxy  Statement and the Schedule
13E-3 be filed with the Commission.

Potential  Detriments of the Reverse/Forward Stock Splits to Stockholders

            As   described    under    "Special    Factors--Fairness    of   the
Transaction--Factors  Not in Support of the Reverse/Forward Stock Splits" above,
potential detriments to the Company and holders of Class A Shares and Continuing
Holders include decreased  dissemination of information and decreased liquidity.
If the  Reverse/Forward  Stock Splits are  effected,  we intend to terminate the
registration  of the Class B Shares under the Exchange  Act. As a result of such
termination,  we  will  no  longer  be  subject  to  the  filing  and  reporting
requirements  of the Exchange Act. The liquidity of the Class A Shares and Class
B Shares held by the holders of Class A Shares and  Continuing  Holders  will be
further adversely affected by the lack of publicly  available  information about
the Company  following the termination of the registration of the Class B Shares
under the Exchange Act. This decrease in liquidity may have an adverse effect on
the market value of the Class A Shares and Class B Shares. In addition, once the
Class B Shares cease to be  registered  under the Exchange  Act, the (i) Company
will no longer be subject to the Exchange Act or the public  company  provisions
of the  Sarbanes-Oxley  Act and (ii)  executive  officers of the Company will no
longer  be  required  to  certify  the  accuracy  of  the  Company's   financial
statements.

Financial Information

Summary Financial Information

            The following summary consolidated financial information was derived
from the Company's audited consolidated  financial statements as of and for each
of the years ended  December  31,  2003,  2002,  2001,  2000 and 1999,  and from
unaudited  consolidated  interim  financial  statements  as of and for the  nine
months ended  September 30, 2004 and 2003. The statement of operations  data for
the nine months  ended  September  30,  2004 is not  necessarily  indicative  of
results for a full year. This financial information is only a summary and should
be  read  in  conjunction  with  our  historical  financial  statements  and the
accompanying  footnotes,  which are  incorporated  herein by reference into this
Proxy Statement. See "Incorporation of Certain Documents by Reference."

            On August 15, 2003,  Horizon PCS,  Inc., a former  subsidiary of the
Company,  filed for bankruptcy  protection under Chapter 11 of the United States
Bankruptcy Code.  Therefore,  the results include the operations of Horizon PCS,
Inc.  through  August 14,  2003.  The Company no longer  includes the results of
Horizon PCS, Inc. in its consolidated results.

                                       39




                            For the Nine Months Ended,
                                  September 30,                                 For the Year Ended December 30,
                               2004           2003            2003            2002            2001            2000          1999
                           -----------   -------------   -------------   -------------   -------------   ------------   -----------
                                                                                                   
Results of Operations:

Operating revenues ......  $40,880,359   $ 194,309,669   $ 207,644,833   $ 264,706,821   $ 170,140,016   $ 73,999,642   $49,406,480

Operating expenses ......   38,373,182     321,284,449     332,627,489     377,444,034     252,829,902    111,142,565    53,910,943
                           -----------   -------------   -------------   -------------   -------------   ------------   -----------
Operating income
  (loss) ................    2,507,177    (126,974,780)   (124,982,656)   (112,737,213)    (82,689,886)   (37,142,923)   (4,504,463)

Non-operating expense ...   (1,086,350)    (50,840,817)    (51,521,319)    (72,202,998)    (35,331,433)   (10,240,920)   (2,135,466)

Income (loss) before
  income tax and
  minority interest .....    1,420,827    (177,815,597)   (176,503,975)   (184,940,211)   (118,021,319)   (47,383,843)   (6,639,929)
                           -----------   -------------   -------------   -------------   -------------   ------------   -----------

Income tax benefit
  (expense) .............     (709,397)      5,199,801       6,148,844      (1,160,192)     (1,783,166)       895,576     2,158,831

Minority interest .......           --              24              24              --         983,883      2,301,344            --

Net income (loss) before
  extraordinary item ....      711,430    (172,615,772)   (170,355,107)   (186,100,403)   (118,820,602)   (44,186,923)   (4,481,098)
                           -----------   -------------   -------------   -------------   -------------   ------------   -----------

Extraordinary loss,
  net of $261,863
  tax benefit ...........           --              --              --              --              --       (486,323)           --

Net income (loss) .......  $   711,430   $(172,615,772)  $(170,355,107)  $(186,100,403)  $(118,820,602)  $(44,673,246)  $(4,481,098)
                           ===========   =============   =============   =============   =============   ============   ===========

Basic income (loss)
  per share of
  common stock ..........         1.96         (476.20)        (469.96)        (513.48)        (329.59)       (129.03)       (11.23)

Diluted income (loss)
  per share of
  common stock ..........         1.96         (476.20)        (469.96)        (513.48)        (329.59)       (129.03)       (11.23)

Cash dividends on
  common stock ..........    1,413,922       1,413,687       1,884,920       1,812,204       1,767,088      1,793,038     1,815,014

Dividends per share on
  common stock ..........         3.90            3.90            5.20            5.00            4.90           4.60          4.55


                                       40




                                 As of September 30,                                    As of December 30,
                                2004            2003           2003            2002            2001           2000          1999
                           -------------   -------------   -------------   -------------   ------------   ------------  ------------
                                                                                                   
Balance Sheet:

Current assets ..........  $  28,753,266   $  24,080,977   $  28,300,383   $ 157,627,751   $185,171,912   $218,511,034  $ 15,282,280

Other assets ............      6,253,700       4,548,077       6,879,704      72,201,255    103,464,734     72,247,070     9,319,250

Property, plant
  and equipment
  in-service, net .......     75,839,780      75,809,174      75,848,610     315,921,107    289,277,220    175,541,739    77,111,835

Total assets ............    110,846,746     104,438,228     111,028,697     545,750,113    577,913,866    466,299,843   101,713,365

Current liabilities .....      9,266,122       7,950,572       9,788,243      56,797,791     80,781,136     64,854,808    16,587,261

Long-term debt and
  other liabilities .....    539,116,025     545,326,782     537,810,011     597,213,577    428,260,050    224,404,856    57,432,352

Total liabilities .......    548,382,147     553,277,354     547,598,254     654,011,368    509,041,186    289,259,664    74,019,613

Minority interest .......             --              --              --              --             --        983,883            --

Convertible preferred
  stock of subsidiary -
  book value ............             --              --              --     157,105,236    145,349,043    134,421,881            --

Stockholders' equity
  (deficit) .............   (437,535,401)   (448,839,126)   (436,569,557)   (265,366,491)   (76,476,363)    41,634,415    27,693,752

Total liabilities
  and stockholders'
  equity (deficit) ......  $ 110,846,746   $ 104,438,228   $ 111,028,697   $ 545,750,113   $577,913,866   $466,299,843  $101,713,365


            The  Company's  book value per share,  as set forth above,  has been
derived from financial statements prepared by management of the Company relating
to the  fiscal  periods  set forth  above.  As  required  by  Exchange  Act Rule
13a-14(a),  the Company's  Chief Executive  Officer and Chief Financial  Officer
have  certified that such financial  statements,  and the financial  information
included in the  periodic  reports in which such  financial  statements  appear,
fairly  present in all material  respects the  financial  condition,  results of
operation and cash flows of the Company as of, and for, the periods presented in
such periodic reports.

Certain Financial Effects of the Reverse/Forward Stock Splits

            We do not  expect  the  Reverse/Forward  Stock  Splits or our use of
approximately  $2,500,000  to complete the  Reverse/Forward  Stock Splits (which
amount includes  payments to be made to Cashed Out Holders and professional fees
and other  expenses  related to the  transaction)  to have any material  adverse
effect on our capitalization, liquidity, results of operations or cash flow. See
"Persons Making the Proxy  Solicitation and the Costs Associated  Therewith." We
expect to finance the Reverse/Forward Stock Splits with cash on hand.

            If the  Reverse/Forward  Stock  Splits are  consummated,  Cashed Out
Holders will  receive cash from us in the amount of $165 per Class B Share.  The
repurchase of the fractional Class B Shares  resulting from the  Reverse/Forward
Stock Splits is estimated to cost approximately  $2,000,000 and would reduce the
number  of  holders  of  record  of Class B  Shares  from  approximately  720 to
approximately 240.

            We expect that, as a result of the Reverse/Forward  Stock Splits and
the cashing out of fractional Class B Shares held by the Cashed Out Holders:

      o     Our aggregate  stockholders'  equity will change from  approximately
            negative  $437,535,401  (as of September 30, 2004) to  approximately
            negative $439,773,189 and


                                       41


      o     Book value per Class B Share would  change from  negative  $1,207 to
            negative $1,255  assuming the cash out of fractional  Class B Shares
            had occurred on September 30, 2004.

Ratio of Earnings to Fixed Charges



                                       For the Nine
                                       Months Ended                          For the Year Ended December 31,
                                           2004           2003            2002             2001             2000           1999
                                       ------------  -------------    -------------    -------------    ------------    -----------
                                                                                                      
Income (loss) before income
  tax and minority interest             $1,420,827   $(176,503,975)   $(184,940,211)   $(118,021,319)   $(47,383,843)   $(6,639,929)

Earnings                                 4,482,195    (126,287,973)    (113,381,758)     (82,377,619)    (31,196,145)    (2,596,988)

Fixed charges:
  Interest                               2,132,818      45,100,360       67,975,927       36,595,552      14,161,101      3,983,546
  Amortization of loan
    acquisition costs                       24,451          32,601           37,245           18,634          18,634         18,634
  Interest element of
    rental expense                         806,937       5,032,582        6,923,964        4,481,130       1,252,567         84,401
                                        ----------   -------------    -------------    -------------    ------------    -----------
 Total Fixed charges                    $2,964,205   $  50,165,543    $  74,937,136    $  41,095,316      15,432,301    $ 4,086,580
                                        ----------   -------------    -------------    -------------    ------------    -----------

Deficiency of earnings to
  fixed charges                                      $(176,453,516)   $(188,318,895)   $(123,472,934)   $(46,628,446)   $(6,683,569)

Ratio of earnings to
  fixed charges                            1.5


                                               Pro Forma For
                                                  the Nine        Pro Forma For
                                                Months Ended      the Year Ended
                                                    2004               2003
                                               -------------      --------------
Income (loss) before income
  tax and minority interest                      $  908,052       $(177,028,575)

Earnings                                          3,969,420        (126,812,573)

Fixed charges:
  Interest                                        2,132,818          45,100,360
  Amortization of loan
    acquisition costs                                24,451              32,601
  Interest element of
    rental expense                                  806,937           5,032,581
                                                 ----------       -------------
 Total Fixed charges                             $2,964,205       $  50,165,543
                                                 ==========       =============

Deficiency of earnings to
  fixed charges                                                   $(176,978,116)

Ratio of earnings to
  fixed charges                                      1.3

Pro Forma Financial Information

            The following pro forma  consolidated  information  has been derived
from the financial  statements of the Company.  The financial statements for the
year ended December 31, 2003 have been audited by independent  certified  public
accountants. The financial statements


                                       42


for the quarterly  periods ended  September 30, 2004 and 2003 are unaudited.  In
the opinion of the Company's  management,  these quarterly financial  statements
have been  prepared on the same basis as the audited  financial  statements  and
include  all  adjustments,  consisting  only of  normal  recurring  adjustments,
necessary for the fair statement of the results of these quarters.

            The pro forma consolidated  financial  statements have been prepared
with the  assumption  that  the  Reverse/Forward  Stock  Splits  were  completed
effective the first day of the period  presented for the income statement and as
of the date of the balance sheet,  and all  fractional  Class B Shares under one
are  repurchased.  The  pro  forma  consolidated  financial  statements  are not
necessarily  indicative  of  the  results  that  would  have  occurred  had  the
Reverse/Forward Stock Splits actually taken place at the respective time periods
specified  nor do such  financial  statements  purport to project the results of
operations  for any future date or period.  Based on  information  from  various
external sources, the Company believes that approximately 12,000 pre-split Class
B Shares  will be  repurchased  at $165 per Class B Share  for a total  purchase
price of approximately $2,000,000.

            The pro forma results are not indicative of future  results  because
the Company's public reporting costs for the periods  presented include only the
historic public costs.

            The  unaudited  pro  forma  financial  statements  should be read in
conjunction  with  our  historical  financial  statements  and the  accompanying
footnotes, which are incorporated herein by reference into this Proxy Statement.
See "Incorporation of Certain Documents by Reference."

            On  August  15,  2003,   Horizon  PCS,  Inc.  filed  for  bankruptcy
protection under Chapter 11 of the United States Bankruptcy Code. Therefore, the
results include the operations of Horizon PCS, Inc. through August 14, 2003. The
Company no longer includes the results of Horizon PCS, Inc. in its  consolidated
results.


                                       43


                      PRO FORMA CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2004
                                   (Unaudited)
- --------------------------------------------------------------------------------


                                                                                    Pro forma
                                                                  Historical        Adjustments              Pro forma
ASSETS

CURRENT ASSETS:
                                                                                                  
   Cash and cash equivalents ..............................      $ 19,626,291      $ (2,237,788)(1-5)      $ 17,388,503
   Accounts receivable - subscriber, less allowance
     for doubtful accounts ................................           904,784                --                 904,784
   Accounts receivable - interexchange carriers,
     access charge pools and other, less allowance for
     doubtful accounts ....................................         2,489,758                --               2,489,758
   Accounts receivable - Horizon PCS ......................            38,856                --                  38,856
   Inventories ............................................         2,072,779                --               2,072,779
   Investments, available-for-sale, at fair value .........           943,338                --                 943,338
   Prepaid expenses and other current assets ..............         2,677,460                --               2,677,460
                                                                 ------------      ------------            ------------
         Total current assets .............................        28,753,266        (2,237,788)             26,515,478
                                                                 ------------      ------------            ------------

OTHER ASSETS:
   Debt issuance costs, net ...............................           312,545                --                 312,545
   Prepaid pension costs ..................................         3,569,456                --               3,569,456
   Intangible assets - pension ............................         2,371,699                --               2,371,699
                                                                 ------------      ------------            ------------
         Total other assets ...............................         6,253,700                --               6,253,700
                                                                 ------------      ------------            ------------

PROPERTY, PLANT AND EQUIPMENT, NET ........................        75,839,780                --              75,839,780
                                                                 ------------      ------------            ------------
              Total assets ................................      $110,846,746      $ (2,237,788)           $108,608,958
                                                                 ============      ============            ============


                                                                                    Pro forma
                                                                  Historical        Adjustments              Pro forma
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
                                                                                                  
   Accounts payable .......................................      $  2,864,601      $         --            $  2,864,601
   Accrued personal property, real estate and other
     taxes ................................................         1,901,743                --               1,901,743
   Accrued interest, payroll and other current
     liabilities ..........................................         4,499,778                --               4,499,778
                                                                 ------------      ------------            ------------
         Total current liabilities ........................         9,266,122                --               9,266,122
                                                                 ------------      ------------            ------------

LONG-TERM DEBT AND OTHER LIABILITIES:
   Long-term debt .........................................        42,000,000                --              42,000,000
   Deferred income taxes, net .............................        10,973,874                --              10,973,874
   Postretirement benefit obligation ......................        10,315,190                --              10,315,190
   Accrued pension costs ..................................         2,804,302                --               2,804,302
   Investment in Horizon PCS ..............................       470,934,704                --             470,934,704
   Other long-term liabilities ............................         2,087,955                --               2,087,955
                                                                 ------------      ------------            ------------
         Total long-term debt and other liabilities .......       539,116,025                --             539,116,025
                                                                 ------------      ------------            ------------
           Total liabilities ..............................       548,382,147                --             548,382,147
                                                                 ------------      ------------            ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT):
   Common stock - class A, no par value, 200,000
     shares authorized, 99,726 shares issued and
     90,561 shares outstanding, stated at $4.25 per
     share ................................................           423,836                --                 423,836
   Common stock - class B, no par value, 500,000
     shares authorized, 299,507 shares issued and
     271,983 shares outstanding (259,983 pro forma),
     stated at $4.25 per share ............................         1,272,905                --               1,272,905
   Treasury stock - 36,689 shares (48,689 pro forma),
     at cost ..............................................        (5,504,700)       (1,980,000)(1)          (7,484,700)
   Accumulated other comprehensive income (loss), net .....            49,748                --                  49,748
   Additional paid-in capital .............................        73,200,389                --              73,200,389
   Deferred stock compensation ............................           (13,587)               --                 (13,587)
   Retained deficit .......................................      (506,963,992)         (257,788)(2-5)      (507,221,780)
                                                                 ------------      ------------            ------------
           Total stockholders' equity (deficit) ...........      (437,535,401)       (2,237,788)           (439,773,189)
                                                                 ------------      ------------            ------------
              Total liabilities and stockholders'
              equity (deficit) ............................      $110,846,746      $ (2,237,788)           $108,608,958
                                                                 ============      ============            ============



                                       44


Pro Forma Adjustments:

            (1) $1,980,000 cash outlay for fractional shares at $165 per share,
approximately 12,000 shares.

            (2) $495,000 in legal, financial advisor, accounting and other fees
related to the transactions.

            (3) Dividends paid are reduced by $46,800, due to less outstanding
shares, 12,000 shares at $1.30 per quarter.

            (4) Interest income is reduced by $17,775 due to lower cash balance.

            (5) Income tax adjustment of 40.6%, or $208,167.

            Pro forma  adjustments  for the nine months ended September 30, 2004
exclude  $252,500 of  estimated  fee savings  during the period due to no longer
being subject to periodic reporting obligations under the Exchange Act.

                 PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004
                                   (Unaudited)
- --------------------------------------------------------------------------------


                                                                                     Pro forma
                                                                   Historical        Adjustments            Pro forma
                                                                   ----------        -----------            ---------

OPERATING REVENUES:
                                                                                                   
     Basic local and long-distance service ................       $11,333,094          $      --            $11,333,094
     Network access .......................................        15,549,161                 --             15,549,161
     Other local exchange services ........................         7,410,423                 --              7,410,423
     Internet access and information services .............         2,852,235                 --              2,852,235
     All other ............................................         3,735,446                 --              3,735,446
                                                                  -----------          ---------            -----------
           Total operating revenues .......................        40,880,359                 --             40,880,359
                                                                  -----------          ---------            -----------

OPERATING EXPENSES:
     Cost of goods sold ...................................           852,172                 --                852,172
     Cost of services (exclusive of items shown
       separately below) ..................................        13,288,035                 --             13,288,035
     Selling and marketing ................................         1,459,332                 --              1,459,332
     General and administrative (exclusive of items
       shown separately below) ............................        15,854,916            495,000 (1)         16,349,916
     Non-cash compensation ................................             1,935                 --                  1,935
     Depreciation and amortization ........................         6,916,792                 --              6,916,792
                                                                  -----------          ---------            -----------
           Total operating expenses .......................        38,373,182            495,000             38,868,182
                                                                  -----------          ---------            -----------

OPERATING INCOME (LOSS) ...................................         2,507,177           (495,000)             2,012,177
                                                                  -----------          ---------            -----------

NONOPERATING INCOME (EXPENSE):
     Interest expense, net ................................        (2,101,445)                --             (2,101,445)
     Gain (loss) on sale of investment ....................           753,282                 --                753,282
     Interest income and other, net .......................           261,813            (17,775)(2)            244,038
                                                                  -----------          ---------            -----------
           Total nonoperating income (expense) ............        (1,086,350)           (17,775)            (1,104,125)
                                                                  -----------          ---------            -----------

INCOME (LOSS) BEFORE INCOME TAX BENEFIT (EXPENSE) .........         1,420,827           (512,775)               908,052

INCOME TAX BENEFIT (EXPENSE) ..............................          (709,397)           208,167(4)            (501,230)
                                                                  -----------          ---------            -----------

NET INCOME (LOSS) .........................................       $   711,430          $(304,608)           $   406,822
                                                                  ===========          =========            ===========

Net income (loss) per share:
Basic .....................................................       $      1.96          $   (0.80)           $      1.16
                                                                  ===========          =========            ===========
Diluted ...................................................       $      1.96          $   (0.80)           $      1.16
                                                                  ===========          =========            ===========
Weighted-average common shares outstanding:
Basic .....................................................           362,538            (12,000)(3)            350,538
                                                                  ===========          =========            ===========
Diluted ...................................................           362,699            (12,000)(3)            350,699
                                                                  ===========          =========            ===========



                                       45


Pro Forma Adjustments:

            (1) $495,000 in legal, financial advisor, accounting and other fees
related to the transactions.

            (2) Interest income is reduced by $17,775 due to a lower cash
balance.

            (3) Buy back fractional shares totaling 12,000 shares.

            (4) Income tax adjustment of 40.6%, or $208,167.

            Pro forma  adjustments for the nine months ended September 30, 2004,
exclude  $252,500  in fee  savings  due to no longer  being  subject to periodic
reporting obligations under the Exchange Act.

                 PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 2003
                                   (Unaudited)
- --------------------------------------------------------------------------------


                                                                                     Pro forma
                                                                  Historical         Adjustments             Pro forma
                                                                  ----------         -----------             ---------

OPERATING REVENUES:
                                                                                                 
   PCS subscriber and roaming .............................     $ 151,897,229         $      --           $ 151,897,229
   PCS equipment ..........................................         4,408,297                --               4,408,297
   Basic local and long-distance ..........................        18,289,457                --              18,289,457
   Network access .........................................        21,901,539                --              21,901,539
   Equipment systems sales, information services,
     Internet access and other ............................        11,148,311                --              11,148,311
                                                                -------------         ---------           -------------
       Total operating revenues ...........................       207,644,833                --             207,644,833
                                                                -------------         ---------           -------------

OPERATING EXPENSES:
   Cost of goods sold .....................................        12,548,365                --              12,548,365
   Cost of services (exclusive of items shown
     separately below) ....................................       133,765,571                --             133,765,571
   Selling and marketing ..................................        30,380,651                --              30,380,651
   General and administrative (exclusive of items
     shown separately below) ..............................        42,568,330           495,000 (1)          43,063,330
   Non-cash compensation ..................................           278,275                --                 278,275
   (Gain) Loss on sale of property and equipment ..........           216,312                --                 216,312
   Impairment of intangible assets and property and
     equipment ............................................        73,760,278                --              73,760,278
   Depreciation and amortization ..........................        34,600,579                --              34,600,579
   PCS restructuring charges ..............................         4,509,128                --               4,509,128
                                                                -------------         ---------           -------------
       Total operating expenses ...........................       332,627,489           495,000             333,122,489
                                                                -------------         ---------           -------------

OPERATING LOSS ............................................      (124,982,656)         (495,000)           (125,477,656)
                                                                -------------         ---------           -------------

NONOPERATING INCOME (EXPENSE):
   Interest expense, net ..................................       (44,374,286)               --             (44,374,286)
   Subsidiary preferred stock dividends ...................        (7,815,505)               --              (7,815,505)
   Interest income and other, net .........................           668,472           (29,600)(2)             638,872
                                                                -------------         ---------           -------------
       Total non-operating expense ........................       (51,521,319)          (29,600)            (51,550,919)
                                                                -------------         ---------           -------------

LOSS BEFORE INCOME TAX BENEFIT (EXPENSE) AND MINORITY
   INTEREST ...............................................      (176,503,975)         (524,600)           (177,028,575)

INCOME TAX BENEFIT (EXPENSE) ..............................         6,148,844           212,988(4)            6,361,832

MINORITY INTEREST IN LOSS .................................                24                --                      24
                                                                -------------         ---------           -------------

NET LOSS ..................................................     $(170,355,107)        $(311,612)          $(170,666,719)
                                                                =============         =========           =============

Basic and diluted net loss per share ......................     $     (469.96)        $  (16.98)(3)       $     (486.94)
                                                                =============         =========           =============
Weighted-average common shares outstanding ................           362,487           (12,000)                350,487
                                                                =============         =========           =============



                                       46


Pro Forma Adjustments:

            (1) $495,000 in legal, financial advisor, accounting and other fees
related to the transactions.

            (2) Interest income is reduced by $29,600 due to a lower cash
balance.

            (3) Buy back fractional shares.

            (4) Income tax adjustment of 40.6%, or $212,988.

            Pro forma  adjustments for the twelve months ended December 31, 2003
exclude  $315,000 in  estimated  fee savings due to no longer  being  subject to
periodic reporting obligations under the Exchange Act.

Recommendation of the Board

            Based upon the recommendation of the Special Transactions  Committee
and upon its own  evaluation,  the Board  has  unanimously  determined  that the
Reverse/Forward  Stock  Splits are in the best  interest  of the Company and are
fair to the  affiliated and  unaffiliated  holders of Class A Shares and Class B
Shares, including the Cashed Out Holders and Continuing Holders.

Stock Certificates

            We have  appointed  the Transfer  Agent to act as exchange  agent to
carry out the exchange of  certificates  held by Cashed Out Holders for cash. On
the  Effective  Date,  all stock  certificates  evidencing  ownership of Class B
Shares  held by Cashed Out Holders  shall be deemed  cancelled  without  further
action by the  holders  thereof.  Thereafter,  such  certificates,  rather  than
representing an ownership interest in the Company, will represent only the right
to receive cash upon the exchange of such certificates equal to $165 per Class B
Share.

            The  Transfer  Agent  will  furnish  Cashed  Out  Holders  with  the
necessary  materials and  instructions  to effect the surrender of their Class B
Share stock certificate(s)  promptly following the Effective Date. The letter of
transmittal  will direct how such  certificates  are to be surrendered for cash.
Cashed Out Holders must complete and sign the letter of  transmittal  and return
it with  their  Class B Share  stock  certificate(s)  to the  Transfer  Agent in
accordance with the instructions set forth on the transmittal letter before they
can  receive  cash  payment  for their  Class B Shares.  Do not send your  stock
certificates  to us, and do not send them to the  Transfer  Agent until you have
received a transmittal letter and followed the instructions therein.

            In connection  with the  Reverse/Forward  Stock Splits,  the Class B
Shares will be identified by a new Committee on Uniform Security Procedures,  or
CUSIP, number. This new


                                       47


CUSIP number will appear on all stock  certificates  representing Class B Shares
issued after the Effective Date.

            No service  charges  will be payable by holders of Class B Shares in
connection  with the exchange of  certificates or the payment of cash in lieu of
issuing fractional shares. All expenses of the Reverse/Forward Stock Splits will
be borne by us.

Material Federal Income Tax Consequences

            We summarize below the material  federal income tax  consequences to
the Company and to holders of Class B Shares resulting from the  Reverse/Forward
Stock Splits.  This summary is based on the  provisions of the Internal  Revenue
Code of 1986, as amended (the "Code"), the Treasury Department  Regulations (the
"Regulations")   issued  pursuant  thereto,  and  published  rulings  and  court
decisions in effect as of the date  hereof,  all of which are subject to change.
This  summary  does not take  into  account  possible  changes  in such  laws or
interpretations,   including  amendments  to  the  Code,   applicable  statutes,
Regulations  and proposed  Regulations or changes in judicial or  administrative
rulings;  some of which may have retroactive  effect.  No assurance can be given
that any such changes will not adversely  affect this  summary.  This summary is
not binding on the Internal Revenue Service.

            This summary  does not address all aspects of the  possible  federal
income tax consequences of the Reverse/Forward  Stock Splits and is not intended
as tax advice to any person or entity.  In particular,  and without limiting the
foregoing, this summary does not consider the federal income tax consequences to
holders of Class B Shares in light of their individual investment  circumstances
nor to holders of Class B Shares subject to special  treatment under the federal
income tax laws (for example,  tax exempt  entities,  life insurance  companies,
regulated investment  companies and foreign taxpayers),  or who hold, have held,
or will hold, stock as part of a straddle,  hedging,  or conversion  transaction
for federal income tax purposes. In addition,  this summary does not address any
consequences  of the  Reverse/Forward  Stock  Splits  under any state,  local or
foreign tax laws.

            We will not obtain a ruling from the Internal  Revenue Service or an
opinion of counsel  regarding the federal income tax consequences to the holders
of Class B Shares as a result of the Reverse/Forward Stock Splits.  Accordingly,
you are  encouraged  to consult your own tax advisor  regarding the specific tax
consequences of the proposed  transaction,  including the application and effect
of state, local and foreign income and other tax laws.

            This  summary  assumes  that  you  are one of the  following:  (i) a
citizen or resident of the United States, (ii) a domestic corporation,  (iii) an
estate  the  income of which is  subject  to United  States  federal  income tax
regardless  of its source or (iv) a trust if a United  States court can exercise
primary  supervision  over the  trust's  administration  and one or more  United
States persons are authorized to control all substantial decisions of the trust.
This  summary  also  assumes  that you have held and will  continue to hold your
Class B Shares as capital assets for federal income tax purposes.

            You should  consult your tax advisor as to the  particular  federal,
state, local,  foreign, and other tax consequences,  applicable to your specific
circumstances.


                                       48


            We believe that the Reverse/Forward  Stock Splits will be treated as
a tax-free  "recapitalization"  for federal income tax purposes.  This treatment
will result in no  material  federal  income tax  consequences  to the  Company.
However,  you may not  qualify  for tax free  "recapitalization"  treatment  for
federal  income tax  purposes,  depending on whether you are  receiving  cash or
stock pursuant to the Reverse/Forward Stock Splits.

Federal Income Tax Consequences to Continuing Stockholders

            If you (i)  continue  to hold  Class B Shares  directly  immediately
after the Reverse/Forward  Stock Splits and (ii) you receive no cash as a result
of the  Reverse/Forward  Stock Splits, you should not recognize any gain or loss
in the  Reverse/Forward  Stock  Splits for  federal  income tax  purposes.  Your
aggregate  adjusted tax basis in your Class B Shares held immediately  after the
Reverse/Forward  Stock Splits will be equal to your aggregate adjusted tax basis
in your  Class B Shares  held  immediately  prior to the  Reverse/Forward  Stock
Splits.  You will  have the same  holding  period  in your  Class B Shares  held
immediately  after the  Reverse/Forward  Stock Splits as you had in your Class B
Shares immediately prior to the Reverse/Forward Stock Splits.

Federal Income Tax Consequences to Cashed Out Stockholders

            If you (i) receive cash in exchange for fractional Class B Shares as
a result of the  Reverse/Forward  Stock Splits; (ii) you do not continue to hold
any stock of the Company directly  immediately after the  Reverse/Forward  Stock
Splits;  and (iii) you are not  related to any person or entity that holds stock
of the Company  immediately  after the  Reverse/Forward  Stock Splits,  you will
recognize capital gain or loss on the  Reverse/Forward  Stock Splits for federal
income tax purposes,  with such gain measured by the difference between the cash
you receive for your cashed out Class B Shares and your  aggregate  adjusted tax
basis in such shares.

            If you receive cash in exchange for fractional Class B Shares as a
result of the Reverse/Forward Stock Splits, but either continue to directly own
stock of the Company immediately after the Reverse/Forward Stock Splits, or are
related to a person or entity who continues to hold stock of the Company
immediately after the Reverse/Forward Stock Splits, you will recognize capital
gain or loss in the same manner as set forth in the previous paragraph, provided
that your receipt of cash either (i) is "not essentially equivalent to a
dividend" or (ii) constitutes a "substantially disproportionate redemption of
stock," as described below.

            "Not  Essentially  Equivalent  to a Dividend."  You will satisfy the
"not  essentially  equivalent  to a  dividend"  test  if the  reduction  in your
proportionate  interest in the Company resulting from the Reverse/Forward  Stock
Splits  (taking into account for this purpose the stock of the Company  owned by
persons  related  to you) is  considered  a  "meaningful  reduction"  given your
particular facts and circumstances.  The Internal Revenue Service has ruled that
a small  reduction by a minority  stockholder  whose  relative stock interest is
minimal and who  exercises no control over the affairs of the  corporation  will
satisfy this test.

            "Substantially Disproportionate Redemption of Stock." The receipt of
cash  in  the   Reverse/Forward   Stock   Splits   will   be  a   "substantially
disproportionate  redemption  of  stock"  for  you  if  the  percentage  of  the
outstanding shares of stock of the Company owned by you (and by


                                       49


persons related to you) immediately  after the  Reverse/Forward  Stock Splits is
(a)  less  than  50% of all  outstanding  shares  and (b)  less  than 80% of the
percentage   of  shares  of  stock   owned  by  you   immediately   before   the
Reverse/Forward Stock Splits.

            In applying  these  tests,  you will be treated as owning  shares of
stock of the Company actually or constructively owned by certain individuals and
entities  related to you. If your  receipt of cash in exchange  for stock is not
treated as capital gain or loss under any of the tests, it will be treated first
as ordinary dividend income to the extent of your ratable share of the Company's
current and  accumulated  earnings  and  profits,  then as a tax-free  return of
capital to the extent of your aggregate  adjusted tax basis in your shares,  and
any  remaining  amount will be treated as capital  gain.  See "Capital  Gain and
Loss" and "Special Rate for Certain Dividends," below.

Capital Gain and Loss

            For individuals,  net capital gain (defined  generally as your total
capital gains in excess of capital losses for the year) recognized upon the sale
of capital assets that have been held for more than 12 months  generally will be
subject to tax at a rate not to exceed 15%. Net capital gain recognized from the
sale of capital  assets that have been held for 12 months or less will  continue
to be subject to tax at ordinary income tax rates.  Capital gain recognized by a
corporate taxpayer will continue to be subject to tax at the ordinary income tax
rates applicable to corporations.  There are limitations on the deductibility of
capital losses.

Special Rate for Certain Dividends

            In general,  dividends are taxed at ordinary income rates.  However,
you  may  qualify  for  a  15%  rate  of  tax  on  any  cash   received  in  the
Reverse/Forward  Stock Splits that is treated as a dividend as described  above,
if (i) you are an individual or other non-corporate  stockholder;  (ii) you have
held the share of stock of the Company  with  respect to which the  dividend was
received  for more than 60 days  during the  120-day  period  beginning  60 days
before the  ex-dividend  date, as determined  under the Code; and (iii) you were
not obligated during such period (pursuant to a short sale or otherwise) to make
related payments with respect to positions in  substantially  similar or related
property.  You are  urged to  consult  with  your  tax  advisor  regarding  your
applicability for, and the appropriate  federal,  state, local, foreign or other
tax treatment of, any such dividend income.

Backup Withholding

            Holders of Class B Shares will be required to provide  their  social
security  or other  taxpayer  identification  numbers  (or,  in some  instances,
additional   information)   to  the  Transfer  Agent  in  connection   with  the
Reverse/Forward Stock Splits to avoid backup withholding requirements that might
otherwise  apply.  The letter of transmittal will require each holder of Class B
Shares to  deliver  such  information  when the Class B Share  certificates  are
surrendered  following the Effective Date of the  Reverse/Forward  Stock Splits.
Failure to provide such information may result in backup withholding.

            As  explained  above,  the  amounts  paid to you as a result  of the
Reverse/Forward Stock Splits may result in dividend income, capital gain income,
or some combination of


                                       50


dividend  and  capital  gain  income  to  you   depending  on  your   individual
circumstances. You should consult your tax advisor as to the particular federal,
state, local,  foreign, and other tax consequences of the transaction,  in light
of your specific circumstances.

Unavailability of Appraisal or Dissenters' Rights

            No appraisal or dissenters'  rights are available under Ohio law, or
the  Company's  Amended  and  Restated  Articles  of  Incorporation  or  Code of
Regulations  to holders of Class B Shares who vote  against the  Reverse/Forward
Stock Splits.  There may exist other rights or actions under Ohio law or federal
and state  securities laws for  stockholders  who can demonstrate that they have
been damaged by the Reverse/Forward Stock Splits. Although the nature and extent
of such  rights or actions  are  uncertain  and may vary  depending  on facts or
circumstances, stockholder challenges to corporate action in general are related
to the fiduciary responsibilities of corporate directors and officers and to the
fairness of corporate transactions.

Reservation of Rights

            Although we are requesting your approval of the proposed  amendments
to our Amended and Restated  Articles of  Incorporation,  the Board reserves the
right to decide, in its discretion, to withdraw the proposed amendments from the
agenda of the  Special  Meeting  prior to any vote  thereon  or to  abandon  the
Reverse/Forward  Stock Splits after such vote and before the Effective Date even
if the proposal is  approved.  Although the Board  presently  believes  that the
proposed  amendments  are in the  best  interest  of the  Company,  and thus has
recommended a vote for the proposed  amendments,  the Board nonetheless believes
that it is prudent to recognize  that,  between the date of this Proxy Statement
and the Effective Date, factual circumstances could possibly change such that it
might not be appropriate or desirable to effect the Reverse/Forward Stock Splits
at that time. Such reasons include any change in the nature of the stockholdings
of the Company  prior to the  Effective  Date which would  result in the Company
being  unable to reduce  the  number of  holders  of record of Class B Shares to
below 300 as a result of the Reverse/Forward  Stock Splits. If the Board decides
to withdraw the proposed  amendment from the agenda of the Special Meeting,  the
Board will notify the Company's  stockholders of such decision  promptly by mail
and by announcement at the Special Meeting.  If the Board decides to abandon the
Reverse/Forward  Stock Splits after the Special Meeting and before the Effective
Date, the Board will notify the Company's stockholders of such decision promptly
by mail or by press release and any other appropriate public disclosure.

Price Range of Class A Shares and Class B Shares

            There is  currently  no market  for the  Class A Shares  and Class B
Shares.  The  Class  A  Shares  and  Class B  Shares  historically  have  traded
principally in local  transactions  without the benefit of an established public
trading market or an organized system for reporting prices paid.

            On  __________,  2005,  there  were  _________  Class A  Shares  and
________ Class B Shares outstanding held by approximately ___ and ___ holders of
record,  respectively.  Such  number of  holders of record of Class A Shares and
Class B Shares does not include


                                       51


beneficial  owners of Class A Shares and Class B Shares whose shares are held in
street name through a broker, trustee or other nominee.

Dividends on Class B Shares

            We paid  quarterly  dividends  on the  Class  B  Shares  during  the
calendar years 2004, 2003 and 2002 as follows:

                           2004       2003       2002
                           ----       ----       ----

First Quarter             $1.30      $1.30      $1.25
Second Quarter            $1.30       1.30       1.25
Third Quarter             $1.30       1.30       1.25
Fourth Quarter            $1.30       1.30       1.25

            Dividends  are paid only as and when  declared by the Board,  in its
sole discretion,  based on our financial condition, results of operation, market
conditions and such other factors as it may deem appropriate.

Escheat Laws

            The  unclaimed  property and escheat laws of each state provide that
under  circumstances  defined in that state's statutes,  holders of unclaimed or
abandoned property must surrender that property to the state. Cashed Out Holders
whose  addresses  are unknown to the  Company,  or who do not return their stock
certificates and request payment therefor, generally will have a period of years
from the effective time in which to claim the cash payment  payable to them. For
example,  with respect to Cashed Out Holders  whose last known  addresses are in
Ohio,  as shown  by the  records  of the  Company,  the  period  is five  years.
Following the expiration of that five-year period,  the relevant  provisions the
Ohio Revised  Code would likely cause the cash  payments to escheat to the State
of Ohio.  For Cashed Out Holders who reside in other  states or whose last known
addresses,  as shown by the  records of the  Company,  are in states  other than
Ohio, such states may have abandoned  property laws which call for such state to
obtain either (i) custodial possession of property that has been unclaimed until
the owner  reclaims it or (ii) escheat of such property to the state.  Under the
laws of such other jurisdictions,  the "holding period" or the time period which
must  elapse  before the  property is deemed to be  abandoned  may be shorter or
longer than five years. If the Company does not have an address for a Cashed Out
Holder, then the unclaimed cash out payment would be turned over to its state of
incorporation, the state of Ohio, in accordance with its escheat laws.

Regulatory Approvals

            The Company is not aware of any material  governmental or regulatory
approval required for completion of the Reverse/Forward Stock Splits, other than
compliance with the relevant federal and state securities laws and the corporate
laws of Ohio.

Interest of Certain Persons in Matters to be Acted Upon


                                       52


            The  Class A Shares  and  Class B Shares  beneficially  owned by the
executive officers and directors of the Company is set forth in the table below.
The Class A Shares will not be included within the Reverse/Forward Stock Splits.
The  Reverse/Forward  Stock Splits will not impact affiliated holders of Class B
Shares  differently from unaffiliated  holders of Class B Shares on the basis of
affiliate  status.  The sole  determining  factor in whether a holder of Class B
Shares will become a Cashed Out Holder or  Continuing  Holder as a result of the
Reverse/Forward Stock Splits is the number of Class B Shares held by such holder
immediately prior to  Reverse/Forward  Stock Splits.  The executive officers and
directors of the Company will receive no extra or special  benefit not shared on
a pro rata  basis by all other  holders  of the Class B Shares,  except  that by
deregistering  the  Class B Shares  under the  Exchange  Act  subsequent  to the
consummation of the Reverse/Forward  Stock Splits, the Company will no longer be
prohibited,  pursuant  to Section  402 of the  Sarbanes-Oxley  Act,  from making
personal  loans to its executive  officers and  directors.  The Company does not
have a  present  intention  of  making  loans  to  its  executive  officers  and
directors,  nor was the  ability to make such loans a reason  considered  by the
Board or the Special  Transactions  Committee in evaluating  the benefits of the
Reverse/Forward  Stock Splits.  If the Reverse Stock Splits are  implemented the
executive officers and directors of the Company will not benefit by any material
increase  in  their  percentage  ownership  of  Class  B  Shares.  See  "Special
Factors--"Fairness of the Transaction--Factors in Support of the Reverse/Forward
Stock Splits--No  Material Change in Percentage  Ownership of Executive Officers
and Directors."

            The following table sets forth information  regarding the beneficial
ownership of the Class A Shares and Class B Shares, as of September 30, 2004, by
(i) each person who, to our knowledge,  is the beneficial owner of 5% or more of
a  class  of our  outstanding  common  stock;  (ii)  each of our  directors  and
executive  officers;  and (iii) all of our executive officers and directors as a
group.

            Beneficial  ownership is determined in accordance with Rule 13d-3 of
the  Exchange  Act. A person is deemed to be the  beneficial  owner of Shares if
that person has or shares voting power or investment  power with respect to such
Shares, or has the right to acquire  beneficial  ownership of such Shares at any
time  within 60 days of the date of the  table.  "Voting  power" is the power to
vote or  direct  the  voting of Shares  and  "investment  power" is the power to
dispose or direct the disposition of Shares.  Except as noted below, to the best
of the  Company's  knowledge,  each of the persons  listed in the table has sole
voting  and  investment  powers  with  respect to the Class A Shares and Class B
Shares beneficially owned. For purposes of the table, we have used the number of
Class A Shares and Class B Shares  outstanding  as of September  30, 2004 (i.e.,
90,561 and 271,983, respectively).


                                       53


                                        Class A Shares (1)    Class B Shares (1)
                                        ------------------    ------------------
Name and Address (2)                    Number    Percent     Number    Percent
- --------------------                    ------    -------     ------    -------

Robert McKell.......................     2,019      2.2%       4,463      1.6%
Thomas McKell (3)...................     7,638      8.4%      22,620      8.3%
Jack E. Thompson (4)................       423        *        1,368       *
Phoebe H. McKell (5)................     2,625      2.9%       7,969      2.9%
Joseph S. McKell (6)................     8,993      9.9%      26,979      9.9%
David McKell (7)....................     9,294     10.3%      27,882     10.3%
Helen M. Sproat (8).................     6,165      6.8%      17,375      6.4%
John E. Herrnstein (9)..............       105       *           495       *
Jerry B. Whited.....................        --       --           --       --
Donald L. McNeal....................        --       --          500       *
Joel  Gerber........................        --       --           --       --

All Executive Officers and Directors
as a Group (11 persons).............    37,262     41.1%     109,651     40.3%

- ----------
* Less than one percent.

(1)   Holders of Class A Shares are  entitled to one vote per share.  Holders of
      Class B Shares do not have voting rights, except as required by law.

(2)   The  address for  Horizon  Telcom,  Inc.  and each  executive  officer and
      director is 68 East Main Street, Chillicothe, Ohio 45601-0480.

(3)   Includes  6,623 Class A Shares and 19,575  Class B Shares held by a trust.
      Mr.  McKell  shares  voting and  investment  power over  these  shares.  A
      separate  trust owns 1,015  Class A Shares and 3,045  Class B Shares.  Mr.
      McKell's wife shares voting and  investment  power over these shares.  Mr.
      McKell disclaims beneficial ownership of the shares owned by his wife.

(4)   Includes 213 Class A Shares and 639 Class B Shares owned by Mr. Thompson's
      wife.  Mr.  Thompson  disclaims  beneficial  ownership  of  these  shares.
      Includes 57 Class B Shares  issuable  upon  exercise of stock options that
      are  presently  exercisable  or  exercisable  within  60 days of the  date
      hereof.

(5)   Includes  80 Class A Shares  and 240 Class B Shares  held by Ms.  McKell's
      husband.  Ms.  McKell  disclaims  beneficial  ownership  of these  shares.
      Includes 57 Class B Shares  issuable  upon  exercise of stock options that
      are  presently  exercisable  or  exercisable  within  60 days of the  date
      hereof.

(6)   Includes 415 Class A Shares and 1,245 Class B Shares owned by Dr. McKell's
      wife. Dr. McKell disclaims beneficial ownership of these shares.

(7)   These shares are owned by a trust. Dr. McKell shares voting and investment
      powers over these shares.  Dr. McKell  disclaims  beneficial  ownership of
      these shares.

(8)   Includes 385 Class A Shares and 1,155 Class B Shares held by Ms.  Sproat's
      husband. Ms. Sproat disclaims beneficial ownership of these shares.

(9)   Includes 94 Class B Shares  issuable  upon  exercise of stock options that
      are  presently  exercisable  or  exercisable  within  60 days of the  date
      hereof.


                                       54


                        THE BOARD UNANIMOUSLY RECOMMENDS
           A VOTE "FOR" APPROVAL OF THE REVERSE/FORWARD STOCK SPLITS.

                                  OTHER MATTERS

            The  Board is not  aware  of other  matters  that are  likely  to be
brought before the Special Meeting. However, in the event that any other matters
properly  come before the  Special  Meeting  that were  unknown to the Company a
reasonable time before the solicitation of proxies hereunder,  the persons named
in the  enclosed  proxy are expected to vote the Shares  represented  thereby on
such  matters in  accordance  with their best  judgment  in the  interest of the
Company.

                      PERSONS MAKING THE PROXY SOLICITATION
                       AND THE COSTS ASSOCIATED THEREWITH

            The enclosed proxy is solicited on behalf of the Board.  We will pay
the cost of preparing,  assembling,  printing,  mailing and  distributing  these
special meeting  materials and soliciting  votes. In addition to solicitation by
mail, telephone,  facsimile,  electronic  communication or personal solicitation
may  also  be  undertaken  by  our  directors,  executive  officers  or  regular
employees,  for which they will receive no  additional  compensation.  Brokerage
houses and other nominees,  fiduciaries, and custodians nominally holding Shares
as of the record date will be requested to forward proxy soliciting  material to
the  beneficial  owners of such Shares,  and will be  reimbursed by us for their
reasonable expenses.

            The repurchase of the Cashed Out  Stockholders'  fractional  Class B
Shares  resulting  from the  Reverse/Forward  Stock  Splits is estimated to cost
approximately $2,000,000.  The following is an estimate of the costs incurred or
expected to be  incurred  by us in  connection  with the  Reverse/Forward  Stock
Splits.  Final costs of the  transaction may be greater than the estimates shown
below.

Purchase of Cashed Out Stockholder's Fractional Class B Shares:    $2,000,000

Legal fees:                                                         $ 200,000
Financial Advisor fees:                                             $ 250,000
Accounting fees:                                                    $  25,000
Filing fees:                                                        $  15,000
Printing, mailing and other costs:                                  $   5,000
     Total fees:                                                    $ 495,000

                                       Grand Total:                $2,495,000
                                                                   ==========

            We intend to finance the Reverse/Forward  Stock Splits by using cash
on hand.


                                       55


                            PROPOSALS OF STOCKHOLDERS

      In the event that the Reverse/Forward Stock Splits are not consummated and
we remain a public reporting company,  proposals of stockholders  intended to be
presented at next year's Annual Meeting of Stockholders  must be received within
a  reasonable  time  before  solicitation  of proxies  for such  meeting is made
pursuant to Rule 14a-8 promulgated under the Exchange Act. If we remain a public
reporting company and fix a date for next year's Annual Meeting of Stockholders,
we will  notify  you of the  meeting  date  and  deadlines  for  delivering  any
stockholder proposals.

                          COMMISSION HOUSEHOLDING RULES

      As permitted by the  Commission's  "householding"  rules,  if you share an
address  with  another  stockholder,  you may receive only one set of this Proxy
Statement  and the other  Special  Meeting  materials  unless you have  provided
contrary instructions. Any record stockholder who shares an address with another
record  stockholder  and  has  received  only  one  set of the  Special  Meeting
materials,  may receive a separate set of such materials,  without charge,  upon
written request addressed to:

Horizon Telcom, Inc.
68 East Main Street
Chillicothe, Ohio 45601-0480
Attn: Ms. Betty Uhrig

                          INFORMATION ABOUT THE COMPANY

Business Overview

            The   Company,   through   its   operating   subsidiaries,    is   a
facilities-based telecommunications carrier that provides a variety of voice and
data  services  to  commercial,  residential/small  business  and  local  market
segments.  The Company provides landline  telephone  service,  very-high digital
subscriber line television  service and Internet access services to the southern
Ohio region,  principally in and surrounding  Chillicothe,  Ohio. The Company is
incorporated  under the laws of Ohio and was  organized in 1996  pursuant to the
corporate  reorganization  of The Chillicothe  Telephone  Company  ("Chillicothe
Telephone") into a holding company  structure.  Chillicothe  Telephone began its
operations in 1895. The Company's  principal executive offices are located at 68
East Main Street,  Chillicothe,  Ohio  45601-0480.  The telephone  number of the
Company's principal executive offices is (740) 772-8200.

Management of the Company

            The  executive  officers and  directors of the Company are set forth
below.

      o     Executive Officers

            Robert McKell, Chairman of the Board


                                       56


            Thomas McKell, President

            Jack E. Thompson, Chief Financial Officer, Treasurer and Secretary

      o     Directors

            Robert McKell

            Thomas McKell

            Jack E. Thompson

            Joseph S. McKell

            David McKell

            Helen M. Sproat

            John E. Herrnstein

            Jerry B. Whited

            Donald L. McNeal

            Joel Gerber

            Robert  McKell,  Thomas  McKell,  David McKell and Joseph McKell are
brothers.  Ms.  Sproat is their  sister.

            The address of each executive officer and director of the Company is
c/o Horizon Telcom, Inc., 68 East Main Street, Chillicothe, Ohio 45601-0480.

            Information  regarding the  background  of the  Company's  executive
officers and directors is set forth below.

            Robert  McKell has served as Chairman of the Board and a director of
Horizon since its inception in 1996, Chairman of Chillicothe Telephone from 1988
to 1996, and President of Chillicothe Telephone from 1962 to 1998. He received a
Bachelor of Science  degree in  Electrical  Engineering  from the  University of
Colorado,  served as a second  lieutenant  in the Army Signal Corps during World
War II, and has 57 years of telecommunications experience.

            Thomas  McKell has  served as  President  and a director  of Horizon
since its inception in 1996 and of  Chillicothe  Telephone from 1988 to 1996. He
was Vice  President of  Chillicothe  Telephone  from 1962 to 1988. He received a
Bachelor of Science  degree in  Electrical  Engineering  from the  University of
Colorado and has 48 years of telecommunications  experience.  Tom is a member of
the Advisory Board of the Huntington National Bank in Chillicothe, Ohio.

            Jack E. Thompson has been  Secretary and a director of Horizon since
its inception in 1996 and was its Chief Financial  Officer from 1996 until 2000.
In October  2004,  Mr.  Thompson was  appointed as Chief  Financial  Officer and
Treasurer of the Company. He was


                                       57


Treasurer  of  Chillicothe  Telephone  from  1975 to  1996,  and has  served  as
Secretary and a director of Chillicothe  Telephone  since 1982.  Jack received a
Bachelor of Science degree in Accounting from The Ohio State  University and has
37 years of telecommunications experience.

            John  E.  Herrnstein  has  been a  director  of  Horizon  since  its
inception in 1996 and was a director of Chillicothe Telephone from 1981 to 1996.
He is  Chairman  of  the  Compensation  Committee  and a  member  of  the  Audit
Committee.  John has been a registered  representative and financial  consultant
for 21 years and is currently  working for  McDonald  Financial  Group.  He is a
graduate of the University of Michigan.

            David McKell has been a director of Horizon  since its  inception in
1996 and was a director of Chillicothe  Telephone from 1966 to 1996. He received
his Bachelor of Arts degree from Miami (Ohio)  University  and M.D.  degree from
the  University  of  Cincinnati.  Dr.  McKell  has  retired  after a  career  of
practicing family medicine in Chillicothe,  Ohio. He is a member of the Board of
Directors of the Ross County Health District.

            Joseph S. McKell has been a director of Horizon  since its inception
in 1996 and was a  director  of  Chillicothe  Telephone  from 1983 to 1996.  Dr.
McKell, a physician,  has practiced medicine in Chillicothe,  Ohio for more than
forty years. He was awarded a Purple Heart during his service in the Army of the
United  States  during World War II. He received his Bachelor of Science  degree
and M.D. degree from the University of Colorado.

            Donald L.  McNeal was  appointed  a director  of Horizon in November
2002.  Don  joined  the Mead  Corporation  in 1962 and  retired  in 1992 as Vice
President of Mead's Human Resources  School and Office  Products  Division after
working his entire business career in Mead's Human Resources Department.  Don is
a member of the  Compensation  Committee.  After  graduating from The Ohio State
University in 1959 with a Bachelors Degree in Industrial  Management,  he served
as a captain in the United States Air Force.

            Helen M. Sproat has been a director of Horizon  since its  inception
in 1996 and a director of  Chillicothe  Telephone  since 1988.  She has been the
owner and manager of Hidden Hill Gallery in  Springboro,  Ohio,  since 1970. She
has been a United States equestrian judge for about 30 years. Helen is Secretary
and a trustee of the Springboro  Area  Historical  Society and director of their
Underground Railroad tours and educational programs. She attended the University
of Colorado.

            Jerry B. Whited has been a director of Horizon  since  November 2001
and is  Chairman of the Audit  Committee.  Jerry is a partner in the CPA firm of
Whited, Seigneur, Sams and Rahe. He is a member of the board of directors of the
Citizens  National  Bank and serves on various  boards and  committees  of local
non-profit organizations. Jerry is a graduate of Bowling Green State University.

            Joel Gerber was  appointed a director of Horizon in May 2003.  He is
Agency  Principal/President  of Gerber  Insurance and  Financial  Services and a
partner in Timberidge  Heights,  a real estate  development  company.  Joel is a
member of the Audit Committee and the Compensation  Committee.  He serves on the
advisory  board of the  Huntington  National  Bank in  Chillicothe,  Ohio.  Joel
attended Ohio University and The American College after serving in the


                                       58


United States Navy.  He was  recognized as the 2000 "Citizen of the Year" by the
Chillicothe, Ohio Jaycees.

            To the Company's knowledge, none of the Company's executive officers
or directors has been  convicted in a criminal  proceeding  during the past five
years (excluding traffic violations or similar misdemeanors) or has been a party
to any judicial or administrative  proceeding during the past five years (except
for matters that were dismissed without sanction or settlement) that resulted in
a judgment,  decree or final order  enjoining the person from future  violations
of, or prohibiting activities subject to, federal or state securities laws, or a
finding of any violation of federal or state securities laws.

            Each of the Company's  executive officers and directors is a citizen
of the United States of America.

                              AVAILABLE INFORMATION

            The  Reverse/Forward  Stock Splits will constitute a "going-private"
transaction  for  purposes of Rule 13e-3 of the Exchange  Act. As a result,  the
Company has filed the Schedule 13E-3 which contains additional information about
the Company.  Copies of the Schedule  13E-3 are  available  for  inspection  and
copying  at the  principal  executive  offices  of the  Company  during  regular
business hours by any interested shareholder of the Company, or a representative
who has been so  designated  in writing,  and may be  inspected  and copied,  or
obtained by mail, by written request addressed to:

Horizon Telcom, Inc.
68 East Main Street
Chillicothe, Ohio 45601-0480
Attn: Ms. Betty Uhrig

            The Company is currently subject to the information  requirements of
the  Exchange  Act and  files  periodic  reports,  proxy  statements  and  other
information  with the Commission  relating to its business,  financial and other
matters.

            Copies of such reports,  proxy statements and other information,  as
well as the Schedule  13E-3,  may be copied (at prescribed  rates) at the public
reference  facilities  maintained  by the  Commission  at Room  1024,  450 Fifth
Street, N.W., Judiciary Plaza,  Washington,  D.C. 20549. For further information
concerning the Commission's  public reference rooms, you may call the Commission
at  1-800-SEC-0330.  Some of this  information may also be accessed on the World
Wide Web through the Commission's Internet address at "http://www.sec.gov."

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE


                                       59


            In  our  filings  with  the  Commission,  information  is  sometimes
incorporated  by reference.  This means that we are referring you to information
that we have filed separately with the Commission.  The information incorporated
by reference should be considered part of this Proxy  Statement,  except for any
information   superceded  by  information   contained  directly  in  this  Proxy
Statement.

            This  Proxy  Statement   incorporates  by  reference  the  following
documents  that we have  previously  filed  with the  Commission.  They  contain
important information about the Company and its financial condition.

      o     Our 2003  Report on Form 10-K for the year ended  December  31, 2003
            and

      o     Our Quarterly  Report on Form 10-Q for the quarter  ended  September
            30, 2004.

            We also  incorporate by reference any  additional  documents that we
may file with the  Commission  under Section  13(a),  13(c),  14 or 15(d) of the
Exchange  Act  between  the  date of this  Proxy  Statement  and the date of the
Special Meeting.

            We will provide,  without charge,  to each person to whom this Proxy
Statement is delivered, upon written or oral request of such person and by first
class mail or other  equally  prompt means within one business day of receipt of
such request,  a copy of any and all information  that has been  incorporated by
reference,  without  exhibits  unless such  exhibits  are also  incorporated  by
reference in this Proxy Statement.  You may obtain a copy of these documents and
any amendments thereto by written request addressed to:

Horizon Telcom, Inc.
68 East Main Street
Chillicothe, Ohio 45601-0480
Attn.: Ms. Betty Uhrig

Dated: ___________, 2005                                   By Order of the Board

                                                           Jack E. Thompson
                                                           Secretary


                                       60


                                                                       EXHIBIT A

                                FAIRNESS OPINION

                          Legg Mason Investment Banking
                      Legg Mason Wood Walker, Incorporated
                                   31st Floor
                                100 Light Street
                            Baltimore, Maryland 21202

December 7, 2004

The Special Transactions Committee of Horizon Telcom, Inc.
The Board of Directors of Horizon Telcom, Inc.
68 East Main Street
Chillicothe, Ohio 45601-0480

Attn: Chairman of the Special Transactions Committee

Dear Sirs:

            We have been advised that Horizon  Telcom,  Inc.,  ("Horizon" or the
"Company")  is  considering  making an  amendment to the  Company's  Amended and
Restated Articles of Incorporation  ("Amendment") whereby Horizon would effect a
1-for-125  reverse  stock split of its shares of Class B common stock  ("Class B
Shares"),  such that  holders of less than 125 Class B Shares (the  "Cashing Out
Holders") would have their Class B Shares cancelled and converted into the right
to receive cash consideration equal to $165 per Class B Share  ("Consideration")
held by such holder  immediately  before the reverse  stock split.  We have also
been advised that,  immediately  following the reverse stock split, Horizon will
then complete a 125-for-1 forward stock split of the Class B Shares. The reverse
stock split and forward stock split are referred to herein as "the Transaction."
It is our understanding that approximately  10,000 to 15,000 Class B Shares will
be cashed out in the Transaction.

            You have  requested our opinion,  as investment  bankers,  as to the
fairness to the  Cashing Out  Holders,  from a financial  point of view,  of the
amount of Consideration they are to receive from Horizon in the Transaction.

            In connection with our opinion, we have, among other things:

            (i) reviewed the Amended and Restated  Articles of  Incorporation of
the Company;

            (ii) reviewed and analyzed draft copies of the Amendment;

            (iii)  reviewed  and  analyzed  the audited  consolidated  financial
statements  of the Company  contained in its Annual  Report on Form 10-K for the
fiscal  years  ended  December  31,  2001,  2002  and  2003  and  the  unaudited
consolidated financial statements of the Company



contained  in its  Quarterly  Report on Form 10-Q for the three  months and nine
months ended September 30, 2004;

            (iv) reviewed and analyzed certain internal  information,  primarily
financial  in nature,  concerning  the business  and  operations  of the Company
prepared and provided by the management of Horizon;

            (v) reviewed and analyzed  financial  projections for the Company as
prepared by the management of Horizon;

            (vi) held meetings and discussions with certain members of the Board
of  Directors  and  management  of the Company  concerning  the past and current
operations, financial condition and prospects of Horizon;

            (vii) reviewed the reported stock prices and trading activity of the
publicly-traded common stock of the Company;

            (viii) reviewed and analyzed certain publicly available operational,
financial and stock market data relating to selected  public  companies  that we
deemed relevant to our inquiry;

            (ix) reviewed the financial terms, to the extent publicly available,
of certain  corporate  acquisition  transactions  that we deemed relevant to our
inquiry; and

            (x)   conducted   such  other   financial   studies,   analyses  and
investigations  and considered such other  information as we deemed necessary or
appropriate for purpose of our opinion.

            In  connection  with our  review,  we assumed  and  relied,  without
independent  verification,  on the accuracy and  completeness of all information
that was publicly available, supplied or otherwise communicated to Legg Mason by
or on behalf of the Company and we have further  relied on the  assurance of the
management of the Company that they are unaware of any facts that would make the
information  provided to us incomplete or misleading.  Legg Mason assumed,  with
the  consent  of  the  Company's  management,   that  any  material  liabilities
(contingent or otherwise,  known or unknown) of the Company are set forth in its
financial statements.

            Legg Mason has also relied upon the  management of the Company as to
the reasonableness and achievability of the financial  forecasts and projections
(and the assumptions and bases therein) provided to us for Horizon,  and we have
assumed  such  forecasts  and  projections  were  reasonably  prepared  on bases
reflecting the best currently available estimates and judgments of management as
to the future operating  performance of Horizon.  Such forecasts and projections
were not prepared with the expectation of public  disclosure.  The forecasts and
projections are based on numerous  variables and assumptions that are inherently
uncertain,  including, without limitation, facts related to general economic and
business conditions.  Accordingly,  actual results could vary significantly from
those set forth in such  forecasts  and  projections.  Legg  Mason has relied on
these forecasts,  without independent verification,  and does not in any respect
assume any responsibility for the accuracy or completeness thereof.


                                       2


            Legg  Mason has not been  requested  to make,  and has not made,  an
independent evaluation or appraisal of the assets,  properties,  facilities,  or
liabilities  (contingent  or  otherwise)  of the  Company,  and we have not been
furnished  with any such  appraisals  or  evaluations.  Estimates  of  values of
companies and assets do not purport to be appraisals or necessarily  reflect the
prices  at which  companies  and  assets  may  actually  be sold.  Because  such
estimates  are  inherently  subject  to  uncertainty,   Legg  Mason  assumes  no
responsibility  for their  accuracy.  Our  opinion  is  necessarily  based  upon
financial,  economic, market and other conditions and circumstances existing and
disclosed  to  us  on  the  date  hereof.   It  is  understood  that  subsequent
developments may affect the conclusions reached in this opinion and that we have
no obligation to update,  revise or reaffirm this opinion.  We have assumed that
the final  Amendment  will not  differ in any  material  respect  from the draft
Amendment  we  reviewed.  We have  also  assumed  that the  Transaction  will be
consummated on the terms and conditions described in the Amendment,  without any
waiver  of  material  terms or  conditions,  and that any  necessary  regulatory
approvals  or  satisfaction  of any other  conditions  for  consummation  of the
Transaction will be obtained and will not have an adverse effect on the Company.

            We have  acted as  financial  advisor  to the  Special  Transactions
Committee  (the "Special  Committee") of the Board of Directors (the "Board") of
the Company and will receive a fee for our  services.  In addition,  the Company
has  agreed  to  indemnify  us  for  certain  liabilities  arising  out  of  our
engagement.  It is understood that this letter is solely for the information of,
and directed to, the Special  Committee and the Board in their evaluation of the
Transaction  and is not to be relied upon by any  shareholder  of the Company or
any other person or entity.  Our opinion does not constitute a recommendation to
the Special  Committee or the Board as to how the Special Committee or the Board
should vote on the Transaction or to any shareholder of the Company as to how to
vote at any  shareholders'  meeting  at which  the  Transaction  is  considered.
Additionally,  we have not been involved in structuring  the Transaction and our
opinion does not compare the relative  merits of the  Transaction  with those of
any  other  transaction  or  business  strategy  which  were or might  have been
available to or considered by the Company, the Special Committee or the Board as
alternatives  to the  Transaction  and does not address the underlying  business
decision by the  Special  Committee  or the Board to proceed  with or effect the
Transaction.  This  letter is not to be quoted  or  referred  to, in whole or in
part, in any registration statement, prospectus, proxy statement or in any other
document used in  connection  with the offering or sale of securities or to seek
shareholder  approval of the Transaction,  nor shall this letter be used for any
other purposes, without the prior written consent of Legg Mason.

            Based upon and subject to the foregoing, we are of the opinion that,
as of the date hereof,  the amount of Consideration to be paid by the Company to
the Cashing Out Holders in the  Transaction is fair to such Cashing Out Holders,
from a financial point of view.

                                        Very truly yours,

                                        /s/ Legg Mason Wood Walker, Incorporated


                                       3


                                                                       EXHIBIT B

                                      FORM
                                       OF
                          REVERSE STOCK SPLIT AMENDMENT

            Article SIXTH of the Amended and Restated  Articles of Incorporation
of Horizon Telcom, Inc. is hereby amended and restated as follows:

            SIXTH:

            A. The total number of shares of all classes of capital  stock which
the  corporation is authorized to issue and have  outstanding is 700,000 shares,
consisting of 200,000 shares of Class A Common Stock,  without par value ("Class
A Common Stock"),  and 500,000 shares of Class B Common Stock, without par value
("Class B Common Stock").

            B. Except with  respect to voting  rights and  preemptive  rights as
provided  below in this  paragraph,  the shares of Class A Common  Stock and the
shares of Class B Common Stock shall have identical  terms and shall be deemed a
single class of capital stock for all purposes.  The following  terms apply with
respect to the voting and preemptive  rights of the Class A Common Stock and the
Class B Common Stock:

            1. Voting Rights:  Only the holders of Class A Common Stock shall be
entitled  to vote on matters to be voted  upon by the  stockholders  (including,
without  limitation,  the  election of  directors  of the  corporation)  and the
holders of shares of Class B Common Stock shall not have any voting rights.

            2.  Preemptive  Rights:  No holder of shares of Class B Common Stock
shall, as such holder,  have any preemptive or preferential right to purchase or
subscribe  to  any  shares  of any  class  of the  corporation,  whether  now or
hereafter  authorized,  whether unissued or in the treasury,  or to purchase any
obligations  convertible into shares of any class of the  corporation,  which at
any time may be proposed to be issued by the  corporation or subjected to rights
or options to purchase granted by the  corporation.  No holder of Class A Common
Stock shall have preemptive rights to the issue of any Class B Stock. Nothing in
this subparagraph shall serve to limit the aforesaid rights as to the holders of
shares of Class A Common Stock, except as to shares of Class B Common Stock.

            C.  Effective  on the  date  of  approval  of  this  certificate  of
amendment  by the  Secretary  of State of the  State of Ohio,  each one  hundred
twenty-five  (125)  shares of Class B Common  Stock  then  outstanding  shall be
automatically combined into one (1) fully paid and non-assessable share of Class
B Common  Stock (the  "Reverse  Stock  Split").  In lieu of the  issuance of any
fractional  shares of Class B Common Stock that would otherwise  result from the
Reverse  Stock Split to holders  ("Cashed Out  Holders")  who held less than one
hundred  twenty-five (125) shares of Class B Common Stock immediately before the
Reverse  Stock  Spit,  each  Cashed Out Holder  shall be entitled to receive One
Hundred and  Sixty-Five  Dollars ($165) in cash for each share of Class B Common
Stock held immediately before the Reverse Stock Split.



Upon the  completion of the Reverse Stock Split,  Cashed Out Holders shall cease
to be stockholders of the corporation.


                                       2


                                                                       EXHIBIT C

                                      FORM
                                       OF
                          FORWARD STOCK SPLIT AMENDMENT

            Paragraph C of Article SIXTH of the Amended and Restated Articles of
Incorporation of Horizon Telcom, Inc. is hereby amended and restated as follows:

            C.  Effective  on the  date  of  approval  of  this  certificate  of
amendment by the Secretary of State of the State of Ohio,  each share of Class B
Common Stock then outstanding  shall be  automatically  reclassified and changed
without any further  act into one hundred and  twenty-five  (125) fully paid and
non-assessable  shares of Class B Common Stock without  increasing or decreasing
the amount of stated capital or paid-in surplus of the corporation.



                              HORIZON TELCOM, INC.

                    PROXY - CLASS A AND CLASS B COMMON STOCK

                        SPECIAL MEETING __________, 2005

          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

            The undersigned, revoking all prior proxies, hereby appoints Jack E.
Thompson and Thomas McKell, and each of them, as proxies, each with the power to
appoint his substitute,  and hereby  authorizes each of them to represent and to
vote,  as  designated  herein,  all the shares (the  "Shares") of Class A and/or
Class B common stock of Horizon Telcom,  Inc.  ("Horizon") held of record by the
undersigned on _______,  2005, at the Special Meeting of Stockholders to be held
on _______,  2005 and any  adjournment  or  postponement  thereof (the  "Special
Meeting").

            THE BOARD OF DIRECTORS UNANIMIOUSLY RECOMMENDS A VOTE "FOR" APPROVAL
OF THE REVERSE/FORWARD STOCK SPLITS.

1.    The  approval  of  amendments  to  Horizon's      FOR   AGAINST   ABSTAIN
      Amended    and    Restated    Articles    of      [ ]     [ ]       [ ]
      Incorporation whereby Horizon would effect a
      1-for-125  reverse stock split of its shares
      of Class B common  stock,  such that holders
      of less  than 125  shares  of Class B common
      stock would have their shares  cancelled and
      converted  into the  right to  receive  cash
      consideration   equal  to   $165,   followed
      immediately  by a  125-for-1  forward  stock
      split of the shares of Class B common  stock
      (the "Reverse/Forward Stock Splits").

2.    In the discretion of the proxies,  upon such
      other  business as may properly  come before
      the Special  Meeting or any  adjournment  or
      postponement thereof.

            THIS  PROXY,  WHEN  PROPERLY  EXECUTED,  WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO



DIRECTION IS MADE THIS PROXY WILL BE VOTED IN FAVOR OF THE REVERSE/FORWARD STOCK
SPLITS.

            PLEASE MARK,  SIGN,  DATE AND RETURN THIS PROXY  PROMPTLY  USING THE
ENCLOSED ENVELOPE.

            The  undersigned  acknowledges  receipt from  Horizon,  prior to the
execution of this proxy, of a notice of the Special Meeting, the proxy statement
relating to the Special Meeting and _______________________.

Dated: _____________________, 2005

                                                  ______________________________

                                                  ______________________________
                                                            Signature(s)

                                                  (Holders of Shares should sign
                                                  exactly  as  name  appears  on
                                                  stock certificate. Where there
                                                  is more than one holder,  each
                                                  should    sign.     Executors,
                                                  administrators,  trustees  and
                                                  others     signing     in    a
                                                  representative capacity should
                                                  so indicate.)

If the address shown is incorrect, please make changes below:

______________________
Street

______________________
City

______________________
State & Zip Code


                                       2