-----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, OFbEcOJlnJqfiwZmhH7+u4QIxF3fmzdGuQ6zrr55w7H0vr9JCPmH8hGvr0bIRwFw kdvuFP/DhcT83M+lVx42gw== 0000950123-02-000587.txt : 20020414 0000950123-02-000587.hdr.sgml : 20020413 ACCESSION NUMBER: 0000950123-02-000587 CONFORMED SUBMISSION TYPE: SC TO-T PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020123 GROUP MEMBERS: TROY ACQUISITION CORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ARGUSS COMMUNICATIONS INC CENTRAL INDEX KEY: 0000879986 STANDARD INDUSTRIAL CLASSIFICATION: WATER, SEWER, PIPELINE, COMM AND POWER LINE CONSTRUCTION [1623] IRS NUMBER: 020413153 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T SEC ACT: 1934 Act SEC FILE NUMBER: 005-42211 FILM NUMBER: 02515399 BUSINESS ADDRESS: STREET 1: ONE CHURCH STREET STREET 2: SUITE 302 CITY: ROCKVILLE STATE: MD ZIP: 20850 BUSINESS PHONE: 3013150027 MAIL ADDRESS: STREET 1: ONE CHURCH STREET STREET 2: SUITE 302 CITY: ROCKVILLE STATE: MD ZIP: 20850 FORMER COMPANY: FORMER CONFORMED NAME: ARGUSS HOLDINGS INC DATE OF NAME CHANGE: 19970513 FORMER COMPANY: FORMER CONFORMED NAME: CONCEPTRONIC INC / DE DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DYCOM INDUSTRIES INC CENTRAL INDEX KEY: 0000067215 STANDARD INDUSTRIAL CLASSIFICATION: WATER, SEWER, PIPELINE, COMM AND POWER LINE CONSTRUCTION [1623] IRS NUMBER: 591277135 STATE OF INCORPORATION: FL FISCAL YEAR END: 0729 FILING VALUES: FORM TYPE: SC TO-T BUSINESS ADDRESS: STREET 1: 4440 PGA BLVD. STE 500 STREET 2: FIRST UNION CENTER CITY: PALM BEACH GARDENS STATE: FL ZIP: 33410 BUSINESS PHONE: 5616277171 MAIL ADDRESS: STREET 1: P O BOX 3524 STREET 2: SUITE 860 CITY: WEST PALM BEACH STATE: FL ZIP: 33402 FORMER COMPANY: FORMER CONFORMED NAME: MOBILE HOME DYNAMICS INC DATE OF NAME CHANGE: 19820302 SC TO-T 1 y56725scto-t.txt SCHEDULE TO SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ARGUSS COMMUNICATIONS, INC. (Name of Subject Company (Issuer)) TROY ACQUISITION CORP. DYCOM INDUSTRIES, INC. (Offeror) (Names of Filing Persons (identifying status as offeror, issuer or other person)) Common Stock, Par Value $.01 Per Share Including the Associated Right to Purchase Preferred Stock (Title of Class of Securities) 040282105 (CUSIP Number of Class of Securities) MARC R. TILLER, ESQ. DYCOM INDUSTRIES, INC. 4440 PGA BOULEVARD, SUITE 500 PALM BEACH GARDENS, FLORIDA 33410 (561) 627-7171 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications on Behalf of Filing Persons) Copy to: SPENCER D. KLEIN, ESQ. SHEARMAN & STERLING 599 LEXINGTON AVENUE NEW YORK, NEW YORK 10022 (212) 848-4000 CALCULATION OF FILING FEE TRANSACTION VALUATION* AMOUNT OF FILING FEE** $90,810,358.00 $8,355.00 - ---------- * Estimated solely for purposes of calculating the registration fee pursuant to Rules 0-11(d) and 0-11(a)(4) under the Securities Exchange Act of 1934, based on the product of (i) $5.06, the average of the high and low sales prices of shares of Arguss Communications, Inc. common stock on the New York Stock Exchange on January 22, 2002 and (ii) 17,946,711, representing the aggregate number of shares of Arguss Communications, Inc. common stock outstanding at the close of business on January 22, 2002 plus the maximum number of securities convertible into shares of Arguss Communications, Inc. common stock. ** Calculated as 0.000092 of the transaction value. [X] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $8,355.00 Filing Party: Dycom Industries, Inc. Form or Registration No.: S-4 Date Filed: January 23, 2002 [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes to designate any transactions to which the statement relates: [X] third-party tender offer subject to Rule 14d-1. [ ] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] This Tender Offer Statement on Schedule TO (this "Schedule TO") is filed by Dycom Industries, Inc., a Florida corporation ("Dycom"), and Troy Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Dycom ("Purchaser"). This Schedule TO relates to the offer by Dycom, through its wholly owned subsidiary, Purchaser, to exchange for each outstanding share of common stock, par value $.01 per share (together with the associated right to purchase preferred stock, the "Shares"), of Arguss Communications, Inc., a Delaware corporation ("Arguss"), 0.3333 shares of Dycom Industries, Inc. common stock, par value $0.33-1/3 per share (together with the associated right to purchase preferred shares, the "Dycom Shares"), upon the terms and subject to the conditions set forth in the Prospectus dated January 23, 2002 (the "Prospectus") and in the related Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1) and (a)(2), respectively (together the Prospectus and the related Letter of Transmittal, with any amendments or supplements thereto, collectively constitute the "Offer"). The information set forth in the Prospectus and the related Letter of Transmittal is incorporated herein by reference in response to Items 1 - 11 of this Schedule TO. The Agreement and Plan of Merger, dated as of January 7, 2002, among Dycom, Purchaser and Arguss, a copy of which is attached as Exhibit (d)(1) hereto, and the Stockholders' Agreement, dated as of January 7, 2002, among Dycom, Purchaser, Arguss and certain stockholders of Arguss, a copy of which is attached as Exhibit (d)(2) hereto, are each incorporated herein by reference in response to Items 5 and 11 of this Schedule TO. ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON. (c) During the last five years, none of Dycom, Purchaser or, to the best of their knowledge, any of the persons listed on Schedule I to the Prospectus (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to any judicial or administrative proceeding (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. ITEM 12. MATERIAL TO BE FILED AS EXHIBITS. (a)(1) Prospectus dated January 23, 2002 (incorporated herein by reference to Dycom Industries, Inc.'s Registration Statement on Form S-4 filed on January 23, 2002). (a)(2) Form of Letter of Transmittal (incorporated herein by reference to Exhibit 99.5 to Dycom Industries, Inc.'s Registration Statement on Form S-4 filed on January 23, 2002). (a)(3) Form of Notice of Guaranteed Delivery (incorporated herein by reference to Exhibit 99.6 to Dycom Industries, Inc.'s Registration Statement on Form S-4 filed on January 23, 2002). (a)(4) Form of Letter from Dealer Manager to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated herein by reference to Exhibit 99.7 to Dycom Industries, Inc.'s Registration Statement on Form S-4 filed on January 23, 2002). (a)(5) Form of Letter from Brokers, Dealers, Commercial Banks, Trust Companies and Nominees to Clients (incorporated herein by reference to Exhibit 99.8 to Dycom Industries, Inc.'s Registration Statement on Form S-4 filed on January 23, 2002). (a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (incorporated by reference to Exhibit 99.9 to Dycom Industries, Inc.'s Registration Statement on Form S-4 filed on January 23, 2002). (a)(7) Summary Advertisement as published in THE WALL STREET JOURNAL on January 23, 2002 (incorporated by reference to Exhibit 99.10 to Dycom Industries, Inc.'s Registration Statement on Form S-4 filed on January 23, 2002). (a)(8) Joint Press Release dated January 7, 2002 (incorporated herein by reference to Exhibit 99.1 of Dycom Industries, Inc.'s Form 8-K filed on January 7, 2002). (a)(9) Joint Press Release dated January 7, 2002 (incorporated herein by reference to Exhibit 99.1 of Arguss Communications, Inc.'s Form 8-K filed on January 8, 2002). (b) None. (d)(1) Agreement and Plan of Merger, dated as of January 7, 2002, among Dycom Industries, Inc., Troy Acquisition Corp. and Arguss Communications, Inc. (incorporated by reference to Annex A of the Prospectus forming a part of Dycom Industries, Inc.'s Registration Statement on Form S-4 filed on January 23, 2002). (d)(2) Stockholders' Agreement, dated as of January 7, 2002, among Dycom Industries, Inc., Troy Acquisition Corp., Arguss Communications, Inc. and certain stockholders of Arguss Communications, Inc. (incorporated by reference to Annex B of the Prospectus forming a part of Dycom Industries, Inc.'s Registration Statement on Form S-4 filed on January 23, 2002). (d)(3) Confidentiality Agreement between Dycom Industries, Inc. and Arguss Communications, Inc., dated as of December 11, 2001 (incorporated herein by reference to Exhibit 99.2 to Dycom Industries, Inc.'s Registration Statement of Form S-4 filed on January 23, 2002). (g) None. (h) Opinion of Shearman & Sterling regarding United States Federal Income Tax Aspects of the Merger (incorporated herein by reference to Exhibit 8 to Dycom Industries, Inc.'s Registration Statement on Form S-4 filed on January 23, 2002). ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3. Not Applicable. 2 After due 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. Dated: January 23, 2002 TROY ACQUISITION CORP. By: /s/ Steven E. Nielsen -------------------------------- Name: Steven E. Nielsen Title: President and Chief Executive Officer 3 After due 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. Dated: January 23, 2002 DYCOM INDUSTRIES, INC. By: /s/ Steven E. Nielsen -------------------------------- Name: Steven E. Nielsen Title: President and Chief Executive Officer 4 EXHIBIT INDEX EXHIBIT NO. (a)(1) Prospectus dated January 23, 2002 (incorporated herein by reference to Dycom Industries, Inc.'s Registration Statement on Form S-4 filed on January 23, 2002). (a)(2) Form of Letter of Transmittal (incorporated herein by reference to Exhibit 99.5 to Dycom Industries, Inc.'s Registration Statement on Form S-4 filed on January 23, 2002). (a)(3) Form of Notice of Guaranteed Delivery (incorporated herein by reference to Exhibit 99.6 to Dycom Industries, Inc.'s Registration Statement on Form S-4 filed on January 23, 2002). (a)(4) Form of Letter from Dealer Manager to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated herein by reference to Exhibit 99.7 to Dycom Industries, Inc.'s Registration Statement on Form S-4 filed on January 23, 2002). (a)(5) Form of Letter from Brokers, Dealers, Commercial Banks, Trust Companies and Nominees to Clients (incorporated herein by reference to Exhibit 99.8 to Dycom Industries, Inc.'s Registration Statement on Form S-4 filed on January 23, 2002). (a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (incorporated by reference to Exhibit 99.9 to Dycom Industries, Inc.'s Registration Statement on Form S-4 filed on January 23, 2002). (a)(7) Summary Advertisement as published in THE WALL STREET JOURNAL on January 23, 2002 (incorporated by reference to Exhibit 99.10 to Dycom Industries, Inc.'s Registration Statement on Form S-4 filed on January 23, 2002). (a)(8) Joint Press Release dated January 7, 2002 (incorporated herein by reference to Exhibit 99.1 of Dycom Industries, Inc.'s Form 8-K filed on January 7, 2002). (a)(9) Joint Press Release dated January 7, 2002 (incorporated herein by reference to Exhibit 99.1 of Arguss Communications, Inc.'s Form 8-K filed on January 8, 2002). (b) None. (d)(1) Agreement and Plan of Merger, dated as of January 7, 2002, among Dycom Industries, Inc., Troy Acquisition Corp. and Arguss Communications, Inc. (incorporated by reference to Annex A of the Prospectus forming a part of Dycom Industries, Inc.'s Registration Statement on Form S-4 filed on January 23, 2002). (d)(2) Stockholders' Agreement, dated as of January 7, 2002, among Dycom Industries, Inc., Troy Acquisition Corp., Arguss Communications, Inc. and certain stockholders of Arguss Communications, Inc. (incorporated by reference to Annex B of the Prospectus forming a part of Dycom Industries, Inc.'s Registration Statement on Form S-4 filed on January 23, 2002). (d)(3) Confidentiality Agreement between Dycom Industries, Inc. and Arguss Communications, Inc., dated as of December 11, 2001 (incorporated herein by reference to Exhibit 99.2 to Dycom Industries, Inc.'s Registration Statement of Form S-4 filed on January 23, 2002). 5 (g) None. (h) Opinion of Shearman & Sterling regarding United States Federal Income Tax Aspects of the Merger (incorporated herein by reference to Exhibit 8 to Dycom Industries, Inc.'s Registration Statement on Form S-4 filed on January 23, 2002). 6 -----END PRIVACY-ENHANCED MESSAGE-----