SCHEDULE 14A INFORMATION PROXY STATEMENT
PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
WARWICK VALLEY TELEPHONE COMPANY, INC.
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(Name of Registrant as Specified in its Charter)
Lawrence J. Goldstein
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant
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PROXY STATEMENT OF LAWRENCE J. GOLDSTEIN, A STOCKHOLDER OF WARWICK VALLEY
TELEPHONE COMPANY, INC. IN OPPOSITION TO THE SOLICITATION BY
THE BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS (To be held on -----)
I, Lawrence J. Goldstein, am deemed the beneficial owner of 134,489
shares of Warwick Valley Telephone Company, Inc. (the "Company")
and am sending this proxy statement and the enclosed GREEN proxy
card to common stockholders of record as of ---- (the ?Record Date?) of
the Company. I am soliciting a proxy to vote your shares at the Annual
Meeting of Shareholders of the Company (the ?Meeting?). Please refer
to the Company?s proxy soliciting material for additional information
concerning the Meeting and the matters to be considered by
shareholders. This proxy statement and the enclosed GREEN proxy card
are first being sent to common stockholders of the Company on or about
- -----, 2006.
INTRODUCTION
I intend to nominate one or more persons for election as directors at the
Meeting. Therefore, I am soliciting a proxy to vote your shares FOR the
election of my nominees.
How Proxies Will Be Voted
If you wish to vote FOR the election of my nominees, you may do so by
completing and returning a GREEN proxy card. If you return a GREEN
proxy card to me or to my agent, your shares will be voted on each
matter as you indicate. If you do not indicate how your shares are to be
voted on a matter, they will be voted FOR the election of my nominees
and FOR my proposals. If you return a GREEN proxy card, you will be
granting the proxy holder(s) discretionary authority to vote on any other
matters that may come before the Meeting including matters relating to
the conduct of the Meeting.
Voting Requirements
A quorum will exist for the election of Directors by the holders of record
if a majority of the common shareholders are present at the Annual
Meeting in person or by proxy. The nominees receiving the greatest
number of votes cast by the common stockholders and the preferred
stockholders voting as a group will be elected directors. Abstentions and
broker non-votes are not treated as votes cast and thus will have no
impact on either proposal.
Revocation of Proxies
You may revoke any proxy prior to its exercise by (i) delivering a written
revocation of your proxy at the Meeting; (ii) executing and delivering a
later dated proxy; or (iii) voting in person at the Meeting. (Attendance at
the Meeting will not in and of itself revoke a proxy.) There is no limit on
the number of times you may revoke your proxy prior to the Meeting.
Only your latest dated proxy will be counted.
Information Concerning the Soliciting Shareholder
I, Lawrence J. Goldstein, the soliciting stockholder, am an investment
manager. As of ----, 2006, I and my partners and various clients
beneficially owned 134,489 shares of the Company, all of which have
been purchased since -----. Of that total, Santa Monica Partners, L.P.
owns 114,689 shares, Santa Monica Partners II, L.P. owns 1,000 shares,
Santa Monica Partners Opportunity Fund, L.P. owns 5,000 and various
clients for whom I have discretion own 13,800 shares.
PROPOSAL 1: ELECTION OF DIRECTORS
At the Meeting, I intend to nominate four individuals for election as
directors. Each nominee has consented to being named in this proxy
statement and to serve as a director if elected. I do not know of any
material conflicts of interest that would prevent any of us from acting in
the best interest of the Company. Please refer to the Company?s proxy
soliciting material for additional information concerning the election of
directors.
1. M. Lynn Pike (Age 58) BTC Broadband, 7956 S.90th E. Av. Tulsa,
Ok 74133
Mr. Pike has had a long and distinguished career in the telecom industry
in executive managerial potions. He is currently President/Chief
Executive Officer of BTC Broadband 9BTC, formerly Bixby Telephone
Company. Mr. Pike joined BTC in December 2004 as General
Manager/COO and was promoted to his present position in June 2006.
BTC serves Bixby, OK, the fastest growing community in Oklahoma,
providing state-of -the-art voice and data services.
Immediately prior thereto, Mr. Pike was previously the President/CEO
and a member of Warwick Valley Telephone Company's Board of
Director positions he held from 2000 ? 2004.
With more than 35 years experience in various disciplines within the
telecom industry, Mr. Pike previously has held the position of Vice
President/COO for Geneseo Communications (Geneseo, IL) and was
Managing Director for United Telecom Investments in Budaors,
Hungary, where he managed the design and construction of a new digital
and fiber network to serve 50,000 new customers in 70 communities in
Hungary. Mr. Pike has a BSBA from the University of Redlands,
Redlands, CA. Mr. Pike owns 2,837.1189 shares of Warwick Valley
Telephone Company common stock. His wife owns 101.9111 shares
with regard to which Mr. Pike disclaims having beneficial ownership or
dispositive power.
2. Peter Saulnier (Age 45) 555 Spring Valley Road Morristown, NJ
07960.
Mr. Saulnier was Senior Vice President and Chief Financial Officer of
Country Road Communications, LLC ("Country Road") from 2000 to
2005. Since its formation in 2000, Country Road acquired and managed
five ILECs in Maine, California, Massachusetts and West Virginia and
started a CLEC and wholesale telecommunications business in Maine.
Prior to joining Country Road, Mr. Saulnier was the founder and
Managing Director of Harding Capital, LLC a financial advisory firm
focused on emerging and middle market companies in technology,
telecommunications, manufacturing and consumer products. From 1983
to 1999 Mr. Saulnier held positions in investment banking and mergers
and acquisitions at several firms including Smith Barney, Bear Stearns
and SG Cowen. Mr. Saulnier has BA degree in Political Economy form
Williams College and an MBA from Tuck School of Business at
Dartmouth where he was elected an Edward Tuck Scholar. Mr. Saulnier
owns 200 shares of Warwick Valley Telephone Company.
3. Lawrence J. Goldstein (Age 70), 1865 Palmer Avenue, Larchmont,
N.Y 10538
For the past 25 years is the President and founder of SMP Asset
Management LLC and Santa Monica Partners Asset Management LLC,
the General Partners of Santa Monica Partners, LP, Santa Monica
Partners Opportunity Fund LP, and Santa Monica Partners II LP. These
Investment Partnerships have a long-term value focus and are headed by
professionals experienced in researching, analyzing and investing in
opportunities in market segments generally overlooked or ignored by
otherwise intelligent investors.
Previously, Mr. Goldstein was a First Vice President of Drexel Burnham
Lambert and a general partner of its predecessor partnership, Burnham
and Company, from 1959 through 1982. He held a variety of positions,
including securities analyst, director Investment Research Department,
and founder and portfolio manager of the Burnham Fund mutual fund.
Mr. Goldstein has a BS in Banking & Finance from New York
University and an MBA from the University of Michigan. Mr. Goldstein
is a director of Advanced Processing & Imaging and has had
considerable Board experience having served as a Director of many
small public companies including American Locker Group, Inc., FRMO
Corp, Initio Inc., SBM Industries, Starstruck Ltd., et al. Mr. Goldstein
may be deemed to be, the beneficial owner of 134,489 shares or 2.5% of
Warwick Valley Telephone Company.
4. Craig R. Frank (Age 46) 2600 Rampart Way North Cooper City,
Florida 33026
For the past ten years Mr. Frank has been CEO and Founder of Tudog
Creative Business Consulting, a marketing advisory and implementation
firm offering a broad range of marketing and business development
related services designed to increase revenues and create value. In 1992
Mr. Frank founded Adora Development, a New York based business
advisory firm. Adora worked with many of New York's fastest growing
companies. In all, Mr. Frank has worked closely with more than 115
companies. Mr. Frank is a widely published author, with a monthly
column called Marketing Matters in The Source, as well as regular
appearances in business publications. He also lectures widely on business
matters at international conferences. Mr. Frank has a Bachelor of Arts
degree in International Relations and Sociology from Queens College
and a Masters of Arts degree in International Relations from City
Graduate Center of New York. As of the date of this proxy Mr. Frank
does not own shares of the Company.
THE SOLICITATION
I, Lawrence J. Goldstein, the soliciting shareholder, am making this
solicitation. Persons affiliated with or employed by me or my affiliates
may assist me in the solicitation of proxies. Banks, brokerage houses
and other custodians, nominees and fiduciaries will be requested to
forward this proxy statement and the enclosed GREEN proxy card to the
beneficial owners of common shares for whom they hold shares of
record. I will reimburse these organizations for their reasonable out-of-
pocket expenses.
Initially, I will bear all of the expenses related to this proxy solicitation.
Because I believe that all shareholders will benefit from this solicitation,
I intend to seek reimbursement of my expenses from the Company.
Shareholders will not be asked to vote on the reimbursement of my
solicitation expenses which I estimate will be $25,000. There is no
arrangement or understanding involving me or any of my affiliates
relating to future employment by or any future transaction with the
Company or any of its affiliates.
Shareholders are advised to read my proxy statement when it is available
because it contains important information. Investors can get my proxy
statement, when available and other relevant documents, for free at the
Securities and Exchange Commission's site (http://www.sec.gov). In
order to ensure that each and every shareholder is given an equal
opportunity to review my materials, I would be glad to mail hard copy
documents to anyone without internet access. I can be reached directly
at (914) 833-0875.
DATED: -----, 2006
PROXY CARD
Proxy Solicited in Opposition to the Board of Directors of Warwick
Valley Telephone Company Inc. by Lawrence J. Goldstein for the
Annual Meeting of Shareholders
The undersigned hereby appoints M. Lynn Pike and Peter Saulnier as the
undersigned?s proxies, with full power of substitution, to attend the
Annual Meeting of Shareholders of Warwick Valley Telephone
Company, Inc. (the ?Company?) on -----, 2006, (the ?Meeting?), and any
previously adjourned or postponed Meeting, and to vote on all matters
that come before the Meeting the number of shares that the undersigned
would be entitled to vote if present in person, as specified below.
(INSTRUCTIONS: Mark votes by placing an ?x? in the appropriate [ ].)
ELECTION OF --- DIRECTORS
[ ] FOR M. LYNN PIKE [ ] WITHHOLD AUTHORITY
[ ] FOR PETER SAULNIER [ ] WITHHOLD AUTHORITY
[ ] FOR LAWRENCE J. GOLDSTEIN [ ] WITHHOLD AUTHORITY
[ ] FOR CRAIG R. FRANK [ ] WITHHOLD AUTHORITY
Please sign and date below. Your shares will be voted as directed. If
no direction is made, this proxy will be voted FOR the election of the
nominees named above. The undersigned hereby acknowledges
receipt of the proxy statement dated -----, 2006 of Lawrence J.
Goldstein and revokes any proxy previously executed. (Important -
Please be sure to enter date.)
SIGNATURE(S)___________________________________
Dated: ___________________________________