SAND CREEK
LETTERHEAD
February 7, 1996
NOTICE OF SPECIAL SHAREHOLDER MEETING
Dear Shareholder:
You are cordially invited to attend a Special Meeting of
the Shareholders of Sand Creek Telephone Company ("Sand Creek"),
which will be held by order of the President at Sand Creek Community Church,
East Street, Sand Creek, Michigan, at 1:00 p.m., local time, on Saturday,
March 2, 1996 (the "Special Meeting").
At the Special Meeting, Shareholders will be asked to
consider and vote upon a proposal to approve and adopt an Agreement
and Plan of Share Exchange (the "Plan of Share Exchange") between
Sand Creek and Sand Creek Communications Company ("SCCC"),
currently a wholly-owned subsidiary of Sand Creek. The Plan of
Share Exchange provides that each Sand Creek Shareholder will
receive three shares of SCCC Common Stock in exchange for each
share of Sand Creek Common Stock held by such Shareholder. The
Plan of Share Exchange requires, among other conditions, the
affirmative vote of holders of a majority of the outstanding shares
of Sand Creek Common Stock.
If the Plan of Share Exchange is approved, Sand Creek
will continue to operate as a separate telephone company in Sand
Creek, Michigan. The transactions contemplated by the Plan of
Share Exchange are intended to be tax-free for federal income tax
purposes to both Sand Creek and its shareholders who exchange their
shares solely for shares of common stock of SCCC.
The Sand Creek Board has determined that the Plan of
Share Exchange is in the best interests of Sand Creek and its
shareholders. THE SAND CREEK BOARD APPROVED THE PLAN OF SHARE
EXCHANGE AND RECOMMENDS THAT YOU VOTE FOR APPROVAL AND ADOPTION OF
THE PLAN OF SHARE EXCHANGE AT THE SPECIAL MEETING.
The accompanying Proxy Statement/Prospectus is
incorporated into and is a part of this Notice. It describes the
matters to be acted upon at the Special Meeting. Shareholders are
urged to review carefully the attached Proxy Statement/Prospectus.
This document contains a detailed description of the Plan of Share
Exchange, its terms and conditions and the transactions
contemplated thereby.
BECAUSE OF THE SIGNIFICANCE OF THE PROPOSED TRANSACTION,
YOUR PARTICIPATION IN THE SPECIAL MEETING, IN PERSON OR BY PROXY,
IS ESPECIALLY IMPORTANT. I URGE YOU TO VOTE FOR APPROVAL AND
ADOPTION OF THE PLAN OF SHARE EXCHANGE.
Your continuing interest in the business of Sand Creek is
appreciated, and we hope you will attend the Special Meeting. It
is important that your shares be represented at the Special
Meeting. Accordingly, whether or not you plan to attend the
Special Meeting, please sign, date and mail the enclosed Proxy
promptly in the postage-paid envelope that has been provided to you
for your convenience. If you wish to vote in accordance with the
recommendations of the Sand Creek Board, it is not necessary to
specify your choices; you may merely sign, date and return the
enclosed Proxy.
Sincerely,
Gustav Leu Robert Hinsdale
Secretary President and Chairman of the
Board
A shareholder may think his or her vote is not important,
but it is vital. The Plan of Share Exchange cannot be approved
unless a majority of all outstanding shares of Common Stock of Sand
Creek are voted in favor of it. Thus, a failure to vote has the
same practical effect as a "no" vote. You and all other
shareholders are encouraged to return your proxy vote immediately.
REVOCABLE PROXY
(ABSENTEE BALLOT)
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned
shareholder of
Sand Creek Telephone Company hereby appoints______________________
or, if a
(please print)
qualified proxy is not identified, the Secretary of the Cooperative,
as attorney and agent for undersigned to vote as undersigned's proxy
at the Special Meeting of the shareholders of SAND CREEK TELEPHONE
COMPANY to be held at Sand Creek Community Church, East Street, Sand
Creek, Michigan on Saturday, March 2, 1996, at 1:00 p.m. and at any
adjournment or adjournments thereof. The above named agent is
instructed to vote as follows: (check one box, failure to
check a box will authorize your proxy to vote as your proxy
selects).
A. The Agreement and Plan of Share Exchange with Sand Creek
Communication Company approved by the Board of Directors
of Sand Creek Telephone Company is:
Approved [ ]
Not Approved [ ]
Dated: ________________ ______________________________
Shareholder Signature
______________________________
Other Shareholder Signature*
(If Joint Owner)
*Pursuant to Michigan law, MCL 450.1446, shares held by two (2) or more persons
may be voted by any such persons unless another person also seeks to vote such
shares. Thus, it is not necessary for the proxy to be signed by more than one
owner. If another owner also seeks to vote the shares, the voting will be
controlled by MCL 450.1446.
SCHEDULE Section 210.12-09
The valuation accounts deducted in the balance sheet from the accounts
to which they apply are as follows:
Beginning Charged to Charged to Ending
Description Balance Expenses Other Accounts Deductions Balance
Charged to Collection Accounts
to Bad Debt Amount Written
Expense Previously Off
1/1/94 Written Off 12/31/94
Accounts receivable
allowance for
doubtful accounts $ 7,990 $ 2,018 $ 2,985 $(7,717) $ 5,276
1/1/93 12/31/93
Accounts receivable
allowance for
doubtful accounts $ 5,388 $ 3,403 $ (801) $ 7,990
1/1/94 9/30/94
Accounts receivable
allowance for
doubtful accounts $ 7,990 $ 1,010 $(5,699) $ 3,301
1/1/95 9/30/95
Accounts receivable
allowance for
doubtful accounts $ 5,276 $ 723 $(2,647) $ 3,352