-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E8SylBj7Bv6i7ZXAdz73aLebY64cxj6QPOxwjKiFAECySZ7T4zXXLCCJdtAtmfBG lk0LO5IwKrSMr3O5rxI03Q== 0000904793-05-000023.txt : 20050801 0000904793-05-000023.hdr.sgml : 20050801 20050801150254 ACCESSION NUMBER: 0000904793-05-000023 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050801 DATE AS OF CHANGE: 20050801 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WARWICK VALLEY TELEPHONE CO CENTRAL INDEX KEY: 0000104777 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 141160510 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79356 FILM NUMBER: 05987936 BUSINESS ADDRESS: STREET 1: 47 49 MAIN ST CITY: WARWICK STATE: NY ZIP: 10990 BUSINESS PHONE: 9149861101 MAIL ADDRESS: STREET 1: 47 49 MAIN ST STREET 2: PO BOX 592 CITY: WARWICK STATE: NY ZIP: 10990 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SANTA MONICA PARTNERS LP CENTRAL INDEX KEY: 0000904793 IRS NUMBER: 133100474 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1865 PALMER AVENUE CITY: LARCHMONT STATE: NY ZIP: 10538 BUSINESS PHONE: 9148330875 MAIL ADDRESS: STREET 1: 1865 PALMER AVENUE CITY: LARCHMONT STATE: NY ZIP: 10538 SC 13D/A 1 wwvy13da11.txt 11 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 - ---------------- SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (AMENDMENT No. 11) WARWICK VALLEY TELEPHONE COMPANY - ----------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE - ----------------------------------------------------------- (Title of Class of Securities) 936750108 - ----------------------------------------------------------- (CUSIP Number) SANTA MONICA PARTNERS, L.P. 1865 Palmer Avenue Larchmont, NY 10538 914-833-0875 - ----------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 1, 2005 - ----------------------------------------------------------- (Date of Event that Requires Filing of This Statement) CUSIP No. 936750108 13D/A Page 1 of 10 Pages CUSIP No. 936750108 13D/A Page 2 of 10 Pages ___________________________________________________________ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SANTA MONICA PARTNERS, L.P. 13-3100474 _______________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] ___________________________________________________________ 3 SEC USE ONLY ___________________________________________________________ 4 SOURCE OF FUNDS WC ___________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ___________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK ___________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 106,581 SHARES -------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH REPORTING -------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 106,581 -------------------------------------- 10 SHARED DISPOSITIVE POWER 0 _____________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 106,581 ______________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] ___________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.9% ___________________________________________________________ 14 TYPE OF REPORTING PERSON PN Filing by Santa Monica Partners, L.P. of this statement shall not be construed as an admission that such entity is, for purposes of Section 13(d) of the Securities Exchange Act of 1934, the beneficial owner of any other securities covered by this statement. CUSIP No. 936750108 13D/A Page 3 of 10 Pages ___________________________________________________________ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SANTA MONICA PARTNERS OPPORTUNITY FUND, L.P. 56-2393841 _______________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] ___________________________________________________________ 3 SEC USE ONLY ___________________________________________________________ 4 SOURCE OF FUNDS WC ___________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ___________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK ___________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 5000 SHARES -------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH REPORTING -------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 5000 -------------------------------------- 10 SHARED DISPOSITIVE POWER 0 _____________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5000 ______________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] ___________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% ___________________________________________________________ 14 TYPE OF REPORTING PERSON PN Filing by Santa Monica Partners Opportunity Fund, L.P. of this statement shall not be construed as an admission that such entity is, for purposes of Section 13(d) of the Securities Exchange Act of 1934, the beneficial owner of any other securities covered by this statement. CUSIP No. 936750108 13D/A Page 4 of 10 Pages ___________________________________________________________ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SANTA MONICA PARTNERS II, L.P. 48-1289758 _______________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] ___________________________________________________________ 3 SEC USE ONLY ___________________________________________________________ 4 SOURCE OF FUNDS WC ___________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ___________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK ___________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 2000 SHARES -------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH REPORTING -------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 2000 -------------------------------------- 10 SHARED DISPOSITIVE POWER 0 _____________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2000 ______________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] ___________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% ___________________________________________________________ 14 TYPE OF REPORTING PERSON PN __________________________________________________________ Filing by Santa Monica Partners II, L.P. of this statement shall not be construed as an admission that such entity is, for purposes of Section 13(d) of the Securities Exchange Act of 1934, the beneficial owner of any other securities covered by this statement. CUSIP No. 936750108 13D/A Page 5 of 10 Pages 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SMP ASSET MANAGEMENT LLC ___________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] ___________________________________________________________ 3 SEC USE ONLY ___________________________________________________________ 4 SOURCE OF FUNDS WC (of Santa Monica Partners, L.P.) ______________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ___________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE ___________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 106,581 SHARES -------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH REPORTING -------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 106,581 -------------------------------------- 10 SHARED DISPOSITIVE POWER 0 -------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 106,581 ______________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] _________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.9% ___________________________________________________________ 14 TYPE OF REPORTING PERSON OO (LLC) ___________________________________________________________ Filing by SMP Asset Management, LLC of this statement shall not be construed as an admission that such entity is, for purposes of Section 13(d) of the Securities Exchange Act of 1934, the beneficial owner of any other securities covered by this statement. CUSIP No. 936750108 13D/A Page 6 of 10 Pages 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SANTA MONICA PARTNERS ASSET MANAGEMENT LLC ___________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] ___________________________________________________________ 3 SEC USE ONLY ___________________________________________________________ 4 SOURCE OF FUNDS WC (of Santa Monica Partners Opportunity Fund, L.P. and Santa Monica Partners II, L.P.) ______________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ___________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE ___________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 7000 SHARES -------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH REPORTING -------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 7000 -------------------------------------- 10 SHARED DISPOSITIVE POWER 0 -------------------------------------- 12 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7000 ______________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] _________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% ___________________________________________________________ 14 TYPE OF REPORTING PERSON OO (LLC) ___________________________________________________________ Filing by Santa Monica Partners Asset Management, LLC of this statement shall not be construed as an admission that such entity is, for purposes of Section 13(d) of the Securities Exchange Act of 1934, the beneficial owner of any other securities covered by this statement. CUSIP No. 936750108 13D/A Page 7 of 10 Pages 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) LAWRENCE J. GOLDSTEIN ___________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] ___________________________________________________________ 3 SEC USE ONLY ___________________________________________________________ 4 SOURCE OF FUNDS WC (of Santa Monica Partners, L.P. and certain client accounts) ___________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ___________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA ___________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 113,581 SHARES -------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH REPORTING -------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 123,781 -------------------------------------- 10 SHARED DISPOSITIVE POWER 0 ____________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 123,781 ______________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] ___________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.2% ___________________________________________________________ 14 TYPE OF REPORTING PERSON IN __________________________________________________________ Filing by Lawrence J. Goldstein of this statement shall not be construed as an admission that such person is, for purposes of Section 13(d) of the Securities Exchange Act of 1934, the beneficial owner of any securities covered by this statement. CUSIP No. 936750108 13D/A Page 8 of 10 Pages WARWICK VALLEY TELEPHONE COMPANY SCHEDULE 13D/A (AMENDMENT No. 11) Item 1. Security and Issuer. No Change Item 2. Identity and Background. a) This Statement is being filed by Santa Monica Partners, L.P., a New York limited partnership ("Santa Monica Partners"), Santa Monica Partners Opportunity Fund, L.P. a Delaware limited partnership ("SMPOF"), Santa Monica Partners II, a Delaware limited partnership ("SMPII"), SMP Asset Management LLC, a Delaware limited liability company that acts as the general partner of Santa Monica Partners ("SMP Asset Management"), Santa Monica Partners Asset Management, LLC, a Delaware limited liability company that acts as the general partner of SMPOF and SMPII ("SMPAM"), and Lawrence J. Goldstein, the president and sole owner of SMP Asset Management and SMPAM. (b)-(c) The principal business of Santa Monica Partners, SMPOF and SMPII is to invest in securities with the objective of preserving principal, building net worth, and achieving long-term capital growth for its investors. The principal business of SMP Asset Management and SMPAM is to provide investment advice to and to manage the business and affairs of Santa Monica Partners, SMPOF and SMPII respectively. Mr. Goldstein's principal occupation is providing investment advice to and supervising the business and affairs of SMP Asset Management, SMPAM, and indirectly, Santa Monica Partners, SMPOF and SMPII. The principal business address of Santa Monica Partners, SMPOF, SMPII, SMP Asset Management, SMPAM, and Mr. Goldstein (collectively, the "Reporting Persons") is 1865 Palmer Avenue, Larchmont, New York 10538. (d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction or is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws. (f) Mr. Goldstein is a citizen of the United States of America. Item 3. Source and Amount of Funds or Other Consideration. The source of all funds for purchases of the Shares by Santa Monica Partners, SMPOF and SMPII was the working capital of Santa Monica Partners, SMPOF and SMPII respectively. The source of all funds for purchases by SMP Asset Management, SMPAM and Mr. Goldstein, as President and sole owner of SMP Asset Management and SMPAM, was the working capital of Santa Monica Partners, SMPOF and SMPII respectively. The source of CUSIP No. 936750108 13D/A Page 9 of 10 Pages all funds for purchases by Mr. Goldstein on behalf of certain client accounts was the working capital of such accounts. Such working capital may, at any given time, include margin loans made by brokerage firms in the ordinary course of business. Item 4. Purpose of Transaction. On August 1, 2005 Santa Monica Partners, L.P. transmitted a letter to shareholders of Warwick Valley Telephone the "Issuer. Such letter of August 1, 2005 is annexed hereto as Exhibit 1 and is incorporated by reference. Item 5. Interest in Securities of the Issuer. (a)-(b) As of August 1, 2005: (i) the Reporting Persons owned beneficially, directly or indirectly, an aggregate of 123,781 Shares, or 2.2% of the Shares outstanding; (ii) Santa Monica Partners had sole voting and sole dispositive power over 106,581 Shares; SMPOF had sole voting and sole dispositive power over 5,000 Shares; SMPII had sole voting and sole dispositive power over 2,000 Shares; Lawrence J. Goldstein had sole voting and sole dispositive power over 113,581 Shares and sole dispositive power over 10,200 Shares. (c) The following is a list of transactions in the Shares made in open market purchases during the past 60 days: Amount Price per Date Bought Share Purchaser 6/28/05 6,000 $24.60 Santa Monica Partners 6/28/05 5,000 $24.60 SMPOF 6/28/05 2,000 $24.60 SMPII (d) No Change (e) No Change Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. No Change Item 7. Material to be filed as Exhibits. Exhibit 1: August 1, 2005 letter from Santa Monica Partners, LP to shareholders of the Issuer. Exhibit 2: Agreement of Joint Filing by and among Santa Monica Partners, L.P., Santa Monica Opportunity Fund, L.P. and Santa Monica Partners II, L.P., dated August 1, 2005 CUSIP No. 936750108 13D/A Page 10 of 10 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. SANTA MONICA PARTNERS, L.P. By: SMP ASSET MANAGEMENT LLC By: /s/LAWRENCE J.GOLDSTEIN - ---------------------------------------- Lawrence J. Goldstein, President SANTA MONICA PARTNERS OPPORTUNITY FUND, L.P. SANTA MONICA PARTNERS II, L.P. By: SANTA MONICA PARTNERS ASSET MANAGEMENT LLC By: /s/LAWRENCE J.GOLDSTEIN - ---------------------------------------- Lawrence J. Goldstein, President SMP ASSET MANAGEMENT, LLC By: /s/LAWRENCE J. GOLDSTEIN - ---------------------------------------- Lawrence J. Goldstein, President SANTA MONICA PARTNERS ASSET MANAGEMENT, LLC By: /s/LAWRENCE J. GOLDSTEIN - ---------------------------------------- Lawrence J. Goldstein, President /s/LAWRENCE J. GOLDSTEIN - -------------------------------------- Lawrence J. Goldstein Exhibit 1: SANTA MONICA PARTNERS, L.P. 1865 PALMER AVENUE LARCHMONT, NY 10538 WWW.SMPLP.COM Tel: 914.833.0875 Fax: 914.833.1068 ljgoldstein@bloomberg.net August 1, 2005 Dear Shareholder, Mr. Herbert Gareiss, Jr., President and CEO of Warwick Valley Telephone Company, has made misleading statements about WVT, its operations and our concerns. His comments are without merit. On May 31, Mr. Gareiss wrote to shareholders because, as he put it, "many of our shareholders received a letter dated May 9, 2005 from Mr. Lawrence J. Goldstein. I am writing to address some of Mr. Goldstein's misleading statements about WVT and its operations and to reassure all shareholders that Mr. Goldstein's concerns are without merit." Mr. Gareiss attempted to make four points in his letter. One of the key points Mr. Gareiss made was that "WVY is effectively addressing financial reporting and the listing concerns." Talk about misleading, Mr. Gareiss wrote: "WVT has always been completely forthright in our public financial reporting. When we were unable to file our Annual Report on Form 10-K ("the Form 10-K") for the year ended December 31, 2004 on time, NASDAQ began its process to investigate why. The filing delay resulted solely from what we - and many other small companies - encountered in meeting the new requirements mandated by Section 404 of the Sarbanes Oxley Act of 2002 ("SOX"). We have recently received notice that the Nasdaq Listing Qualifications Panel has granted our request for the continued listing of our common shares, provided we file our Form 10-K and Quarterly Report on Form 10-Q on or before July 29, 2005. We strongly believe that the Company will be in a position to file these reports well in advance of that date." (Please note the BOLD typeface which was placed in the letter by Mr. Gareiss - - - his emphasis, not ours.) Mr. Gareiss made his "strongly believe" statement in his May 31, 2005 letter to shareholders over two months ago. He didn't merely believe, he went to an extra length to characterize his belief with the use of the adverb "strongly". So, after telling us last April that the Company was going to be late in providing a 2004 annual report and was spending "approximately $1.5 million" to comply with Sarbanes Oxley Section 404, Mr. Gareiss then told us last May "We strongly believe that the Company will be in a position to file these reports well in advance of that date" ("on or before July 29, 2005"). Now July 29 has come and gone and we are into August and still there is no sign of any reports to shareholders, SEC filings, or holding a long overdue annual meeting. The bold faced print "strongly believe" has evaporated into thin air. Clearly as anyone will see, it is Mr. Gareiss's statements to shareholders about WVT and its operations that has proven to be misleading, far from reassuring and without merit. It is important to note that the Form 10-K Mr. Gareiss is referring to is the Company's annual report for last year and the 10-Q is the report for the first quarter of this year. As we write this letter neither report has been filed or released nor have shareholders heard one peep out of Mr. Gareiss in the past three months. Mr. Gareiss also attempted to make the point that "The proposed spin-off is impractical and inadvisable." We expressed and documented our opinion that a spin-off of the Plain Old Telephone System (POTS) would go a long way toward enhancing shareholder value by enabling both a higher share price and a doubling of cash dividends. This is in fact both practicable and advisable if only management and the Board of Directors cared enough to want to enhance shareholder value and thereby increase the wealth of Warwick's shareholders by putting more cash and a higher priced stock in the pockets of their shareholders. The third point made by Mr. Gareiss was that "WVT generated strong returns for shareholders." Really? Our stock was trading over $34 per share in November, 2003 and today, twenty months later, the stock trades 29% lower at a mere $24 per share. Is this the "strong return generated for shareholders" that Mr. Gareiss so boldly speaks of? Or is it the falling cash flow and declining profits from the operating telephone business, the POTS, which they have been reporting for years and years now? The only thing that has grown has been the OCP which is why we would like to see it separated from and unencumbered by the declining POTS. W would like to see the OCP given to shareholders as a separate stock so that shareholders could be given an opportunity to benefit by seeing this passive investment, which has nothing at all to do with the POTS business, correctly valued and recognized in the marketplace. Which is also our response to the very next point. The fourth and last point Mr. Gareiss made was that "WVY is following its strategy." This is precisely what we believe is wrong - their strategy! Currently, their strategy is resulting is a lower stock price, declining cash flows and declining earnings. It includes failing to adequately prepare for changing regulatory issues and thus having to delay the filing of critical financial reports to shareholders and spend additional millions to try and comply and do so in a very untimely manner. Perhaps had shareholders been afforded the opportunity to review accurate financial reports on time they may have chosen to sell their stock and avoided the price decline. To make matters worse shareholders have received no reports on the financial condition of the Company for 2005, and we are now well into the third quarter of the calendar year. Furthermore we have seen no proxy statement no annual meeting has even been scheduled let alone discussed. Incidentally, while Mr. Gareiss has chosen to keep us in the dark about the performance of the OCP all one has to do is read FairPoint Communications reports and they can see the OCP's continuing very fine financial performance. FairPoint, like WWVYE, owns 7.5% of the OCP and reported the year 2004 financials last May 16. How come you haven't done this Mr. Gareiss? Your difficulties with Sarbanes compliance did not prevent you from coming clean with shareholders regarding the OCP performance did they? We think not. We ask you -- who is really making misleading statements about WVT and its operations? Whose statements and concerns are without merit? Review the facts and you be the judge. If you would like to discuss our/or your feelings with us please contact us anytime. However, we believe management and the Board of Directors should also hear from you from you directly! Unless you too speak up, they will continue ignoring the many opportunities to enhance shareholder value that are available to them right now. Mr. Gareiss and Mr. Buckbee can both be reached at: Herbert Gareiss, Jr. Wisner H. Buckbee, Sr. President & CEO Chairman 47 Main Street, Warwick, NY 10990 47 Main Street, Warwick, NY 10990 845 986-8080 845 986-8080 fax 845 986-6699 fax 845 986-6699 Thank you, Lawrence J. Goldstein ljg@smplp.com Joshua M. Eudowe jeudowe@smplp.com Exhibit 2: Agreement of Joint Filing Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned persons hereby agrees to file with the Securities and Exchange Commission the Statement on Schedule 13D (the "Statement") to which this Agreement is attached as an exhibit, as well as any further amendments filed by them with respect to the shares of common stock of Warwick Valley Telephone Company, $.01 per value per share, and agree that the Statement is filed on behalf of each of them. IN WITNESS WHEREOF, the undersigned have executed this Agreement. Dated: August 1, 2005 SANTA MONICA PARTNERS, L.P. By: SMP ASSET MANAGEMENT LLC By: ------------------------------- Lawrence J. Goldstein, President Dated: August 1, 2005 SANTA MONICA PARTNERS OPPORTUNITY FUND, L.P. By: SANTA MONICA PARTNERS ASSET MANAGEMENT LLC By: ------------------------------- Lawrence J. Goldstein, President Dated: August 1, 2005 SANTA MONICA PARTNERS II, L.P. By: SANTA MONICA PARTNERS ASSET MANAGEMENT LLC By: ------------------------------- Lawrence J. Goldstein, President -----END PRIVACY-ENHANCED MESSAGE-----