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.
- -----------------------------------------------------------
(Name of Registrant as Specified in its Charter)
Lawrence J. Goldstein, Santa Monica Partners L.P.,
SMP Asset Management, LLC
- -----------------------------------------------------------
(Name of Person(s) Filing Proxy Statement,
if Other Than the Registrant
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6(i)(4) and 0-11.
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PRELIMINARY PROXY STATEMENT OF LAWRENCE J. GOLDSTEIN,
SANTA MONICA PARTNERS, LP AND SMP ASSET MANAGEMENT, LLC,
STOCKHOLDERS OF WARWICK VALLEY TELEPHONE COMPANY, INC.
IN OPPOSITION TO THE SOLICITATION BY THE BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS (To be held on April 28, 2006)
I, Lawrence J. Goldstein, am deemed the beneficial owner of
130,889 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 March 13, 2006 (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 by mail on or about -----, 2006.
INTRODUCTION
I, Lawrence J. Goldstein, intend to nominate two persons for
election as directors to the class of directors whose terms expire
in 2007 (the ?Class of 2007?) 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.
WARWICK'S MANAGEMENT HAS NOTIFIED ME THAT
IT WILL REFUSE TO ALLOW ME TO NOMINATE MY
CANDIDATES AND REFUSE TO COUNT VOTES CAST
FOR MY NOMINEES ON THE GROUNDS THAT I DID NOT
NOTIFY THEM OF MY NOMINATIONS BY NOVEMBER
2005. THIS, OF COURSE, WOULD HAVE BEEN
IMPOSSIBLE TO DO, SINCE WARWICK FIRST
ANNOUNCED THAT IT WOULD HOLD ELECTIONS FOR
TWO SEATS FOR THE CLASS OF 2007 ON MARCH 24,
2006. I HAVE SUED WARWICK AND ITS OFFICERS
WISNER BUCKBEE AND ZIGMUND NOWICKI, TO
COMPEL THEM TO RECOGNIZE MY NOMINEES AND
MY VOTES FOR THESE NOMINEES. IF WE LOSE OUR
LAWSUIT, YOUR GREEN PROXY CARD VOTES WILL
NOT BE COUNTED. IF THAT HAPPENS AND YOU STILL
WISH TO VOTE, YOU WILL NEED TO VOTE ON
MANAGEMENT?S PROXY CARD OR ATTEND 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 Shareholders
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., a New York limited
partnership, 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. SMP Asset Management, LLC, a Delaware
Limited Liability Company, is the General Partner of Santa
Monica Partners, L.P. I, Lawrence J. Goldstein am the President
and sole member and sole owner of SMP Asset Management,
LLC.
PROPOSAL 1: ELECTION OF DIRECTORS
At the Meeting, I intend to nominate two individuals for election
as directors to the Class of 2007. 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.
THE SOLICITATION
Lawrence J. Goldstein, the soliciting shareholder, is making this
solicitation. For the past 25 years Mr. Goldstein has been 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.
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 $75,000, including the cost of litigation to
enforce my right to nominate candidates for the Board of
Director?s Class of 2007 and have shares votes for these
candidates counted. 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, Santa Monica Partners, LP and SMP Asset
Management, LLC for the Annual Meeting of Shareholders
The undersigned hereby appoint Lawrence J. Goldstein 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 April 28, 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
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: _______________
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