-----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, QkqNoQy8C4nUKG6cw7OfRI6wznOBOVPOzPOBwSmqGcHhRPZog6OKza2D3qM5d6o/ HpU6hbEzsEBoMrbLrUk0oQ== 0000950123-02-001784.txt : 20020414 0000950123-02-001784.hdr.sgml : 20020414 ACCESSION NUMBER: 0000950123-02-001784 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020221 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42211 FILM NUMBER: 02555515 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/A 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/A 1 y56725a4scto-ta.txt AMENDMENT NO. 4 TO 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 (Amendment No. 4) 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: STEPHEN M. BESEN, ESQ. SHEARMAN & STERLING 599 LEXINGTON AVENUE NEW YORK, NEW YORK 10022 (212) 848-4000 [ ] 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: [X] This Amendment No. 4 (the "Final Amendment") amends and supplements the Tender Offer Statement on Schedule TO (this "Schedule TO") filed by Dycom Industries, Inc., a Florida corporation ("Dycom"), and Troy Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Dycom ("Purchaser"), on January 23, 2002, as amended by Amendment No. 1 on February 5, 2002, Amendment No. 2 on February 12, 2002 and Amendment No. 3 on February 12, 2002. 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), upon the terms and subject to the conditions set forth in the Prospectus dated January 23, 2002, as amended on February 5, 2002, February 11, 2002 and February 12, 2002 (the "Prospectus") and in the related Letter of Transmittal which are Exhibits (a)(1) and (a)(2) to the Schedule TO. The information set forth in the Prospectus and the related Letter of Transmittal is incorporated herein by reference in response to Items 2 - 11 of this Schedule TO. Pursuant to General Instruction H to Schedule TO, this Final Amendment satisfies the reporting requirements of section 13(d) of the Securities Act of 1933, as amended, with respect to all Shares acquired by the Purchaser in the offer. Capitalized terms used and not defined herein shall have the meaning ascribed to such terms in the Prospectus or in the Schedule TO. ITEM 11. ADDITIONAL INFORMATION. Items 2 through 11 of this Schedule TO are hereby amended and supplemented to include the following information: At 12:00 midnight, New York City time, on Wednesday, February 20, 2002, the offer expired. Based on a preliminary count, approximately 13,722,092 Shares were tendered pursuant to the offer (including shares guaranteed for delivery). Such Shares constituted approximately 94.3% of the outstanding Shares. On February 21, 2002, effective as of 9:00 a.m., New York City time, all Shares validly tendered and not withdrawn prior to the expiration of the offer were accepted for exchange. On February 21, 2002, pursuant to the merger agreement, Purchaser merged with and into Arguss with Arguss surviving the merger as a wholly owned subsidiary of Dycom. At the effective time of the merger, each Share owned by Arguss, as treasury stock or owned by Purchaser, was canceled and retired, and all other outstanding Shares were converted into the right to receive 0.3333 shares of common stock of Dycom (together with the associated right to purchase preferred shares), the same consideration as in the offer. On February 21, 2002, Dycom issued the press releases filed as Exhibits (a)(11) and (a)(12) hereto. The information set forth in each of these press releases is incorporated in its entirety herein by reference. ITEM 12. MATERIAL TO BE FILED AS EXHIBITS. (a)(11) Press Release issued by Dycom Industries, Inc. on February 21, 2002. (a)(12) Press Release issued by Dycom Industries, Inc. on February 21, 2002. 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: February 21, 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: February 21, 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)(11) Press Release issued by Dycom Industries, Inc. on February 21, 2002 (a)(12) Press Release issued by Dycom Industries, Inc. on February 21, 2002 5 EX-99.A.11 3 y56725a4ex99-a_11.txt PRESS RELEASE [DYCOM INDUSTRIES, INC. LETTERHEAD] DYCOM COMPLETES EXCHANGE OFFER FOR ARGUSS PALM BEACH GARDENS, FLORIDA (February 21, 2002) -- Dycom Industries, Inc. (NYSE: DY) announced today that Troy Acquisition Corp., its wholly owned subsidiary, has completed its exchange offer for all of the outstanding shares of common stock of Arguss Communications, Inc. The offer expired, as scheduled, at 12:00 midnight, New York City time, on Wednesday, February 20, 2002. Based on a preliminary count, 13,722,092 shares of Arguss common stock (including shares guaranteed for delivery) were tendered and accepted for exchange and each will be exchanged for 0.3333 shares of Dycom common stock, resulting in Dycom owning approximately 94.3% of the outstanding common stock of Arguss. All shares validly tendered and not withdrawn prior to the expiration of the offer have been accepted for exchange according to the terms of the offer. Dycom plans to merge Troy Acquisition Corp. into Arguss as soon as practicable. In the merger, each share of Arguss common stock not previously exchanged in the exchange offer will be converted into the right to receive 0.3333 shares of Dycom common stock. Under applicable law, the proposed merger is not subject to the approval of the remaining stockholders of Arguss. Once the proposed merger becomes effective, Arguss will become a wholly owned subsidiary of Dycom. Dycom is a leading provider of engineering, construction, and maintenance services to telecommunication providers throughout the United States. Additionally, the Company provides similar services related to the installation of integrated voice, data, and video local and wide area networks within office buildings and similar structures. Dycom also provides underground utility locating and mapping and electric utility construction services. Arguss conducts its operations through its wholly owned subsidiaries -- Arguss Communications Group, MBT and Conceptronic, Inc. Arguss Communications Group designs, constructs, deconstructs, maintains and repairs telecommunication systems and provides aerial, underground and premise construction services and splicing of both fiber optic and coaxial cable to major telecommunication customers. Conceptronic manufactures and sells highly advanced, computer-controlled capital equipment used in the SMT circuit assemble industry. CONTACT: Steven E. Nielsen (561-627-7171) President and Chief Executive Officer Dycom Industries, Inc. Richard L. Dunn (561-627-7171) Senior Vice President and Chief Financial Officer Dycom Industries, Inc. FORWARD LOOKING STATEMENTS This communication contains certain forward-looking statements, which may include, but are not limited to, statements concerning the financial condition, results of operations and businesses of Dycom and Arguss and the benefits expected to result from the contemplated transaction, and that are based on management's current expectation and estimates and involve risks and uncertainties that could cause actual results or outcomes to differ materially from those contemplated by the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, risks relating to the timing and successful completion of technology and product development efforts, integration of the technologies and businesses of Dycom and Arguss, unanticipated expenditures, changing relationships with customers, suppliers and strategic partners, conditions of the economy and other factors described in the most recent reports on Form 10-Q, most recent reports on Form 10-K and other periodic reports filed by Dycom and Arguss with the U.S. Securities and Exchange Commission. ADDITIONAL INFORMATION: Dycom filed a Registration Statement on Form S-4 and a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission on January 23, 2002 and amended each document on February 5, 2002 and February 12, 2002. Arguss filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the Securities and Exchange Commission on January 23, 2002 and amended such document on February 5, 2002 and February 12, 2002. Dycom and Arguss also mailed a Prospectus, which forms part of the Registration Statement on Form S-4, the Schedule 14D-9 and related tender offer materials to stockholders of Arguss. These documents contain important information about the transaction. Investors and security holders are urged to read these documents carefully. Investors and security holders can obtain free copies of such documents through the website maintained by the Securities and Exchange Commission at www.sec.gov. Free copies of such documents may also be obtained from Dycom by directing a request to Dycom Industries, Inc., 4440 PGA Boulevard, Palm Beach Gardens, Florida 33410, (561) 627-7171 or from Arguss by directing a request to Arguss Communications, Inc., One Church Street, Suite 302, Rockville, Maryland 20850, (301) 315-0027. In addition to such documents, Dycom and Arguss file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission. You may read and copy any report, statement or other information filed by Dycom or Arguss at the Securities and Exchange Commission's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549 or at any of the Securities and Exchange Commission's other public reference rooms in New York, New York or Chicago, Illinois. Please call the Securities and Exchange Commission at 800-SEC-0330 for further information on the public reference rooms. Dycom's and Arguss' filings with the Securities and Exchange Commission are also available to the public from commercial document-retrieval services and at the website maintained by the Commission at www.sec.gov. EX-99.A.12 4 y56725a4ex99-a_12.txt PRESS RELEASE [LETTERHEAD OF DYCOM INDUSTRIES, INC.] DYCOM COMPLETES ACQUISITION OF ARGUSS PALM BEACH GARDENS, FLORIDA (February 21, 2002) - Dycom Industries, Inc. (NYSE: DY) announced today that it has completed its acquisition of Arguss Communications, Inc. (NYSE: ACX). The acquisition was completed in two steps. In the first step, Dycom, through its wholly owned subsidiary, Troy Acquisition Corp., acquired approximately 94.3% of the outstanding common stock of Arguss in an exchange offer that expired on February 20, 2002. In the second step, Troy was merged into Arguss. Under applicable law, the merger was not subject to the approval of the remaining stockholders of Arguss. Each share of Arguss common stock was exchanged, in connection with the offer and the merger, into the right to receive 0.3333 shares of Dycom common stock. As a result of the merger, Arguss has become a wholly owned subsidiary of Dycom. Dycom is a leading provider of engineering, construction, and maintenance services to telecommunication providers throughout the United States. Additionally, Dycom provides similar services related to the installation of integrated voice, data, and video local and wide area networks within office buildings and similar structures. Dycom also provides underground utility locating and mapping and electric utility construction services. CONTACT: Steven E. Nielsen (561-627-7171) President and Chief Executive Officer Dycom Industries, Inc. Richard L. Dunn (561-627-7171) Senior Vice President and Chief Financial Officer Dycom Industries, Inc. ### FORWARD-LOOKING STATEMENTS This communication contains certain forward-looking statements, which may include, but are not limited to, statements concerning the financial condition, results of operations and the benefits expected to result from the contemplated transaction, that are based on management's current expectation and estimates and involve risks and uncertainties that could cause actual results or outcomes to differ materially from those contemplated by the forward-looking statements. Factors that could cause or contribute to such differences may include, but are not limited to, risks relating to the timing and successful completion of technology and product development efforts, integration of the technologies and businesses of Dycom and Arguss, unanticipated expenditures, changing relationships with customers, suppliers and strategic partners, conditions of the economy and other factors described in the most recent reports on Form 10-Q and Form 10-K and other periodic reports filed by Dycom and Arguss with the Securities and Exchange Commission. ADDITIONAL INFORMATION: Dycom filed a Registration Statement on Form S-4 and a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission on January 23, 2002 and amended each document on February 5, 2002 and February 12, 2002. Arguss filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the Securities and Exchange Commission on January 23, 2002 and amended such document on February 5, 2002 and February 12, 2002. Dycom and Arguss also mailed a Prospectus, which forms part of the Registration Statement on Form S-4, the Schedule 14D-9 and related tender offer materials to stockholders of Arguss. These documents contain important information about the transaction. Investors and security holders are urged to read these documents carefully. Investors and security holders can obtain free copies of such documents through the website maintained by the Securities and Exchange Commission at www.sec.gov. Free copies of such documents may also be obtained from Dycom by directing a request to Dycom Industries, Inc., 4440 PGA Boulevard, Palm Beach Gardens, Florida 33410, (561) 627-7171 or from Arguss by directing a request to Arguss Communications, Inc., One Church Street, Suite 302, Rockville, Maryland 20850, (301) 315-0027. In addition to such documents, Dycom and Arguss file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission. You may read and copy any report, statement or other information filed by Dycom or Arguss at the Securities and Exchange Commission's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549 or at any of the Securities and Exchange Commission's other public reference rooms in New York, New York or Chicago, Illinois. Please call the Securities and Exchange Commission at 800-SEC-0330 for further information on the public reference rooms. Dycom's and Arguss' filings with the Securities and Exchange Commission are also available to the public from commercial document-retrieval services and at the website maintained by the Commission at www.sec.gov. -----END PRIVACY-ENHANCED MESSAGE-----