Filed by: Dycom Industries, Inc.
This Communication is filed pursuant to Rule
425 under The Securities Act of 1933, as amended
and deemed filed pursuant to Rule 14d-2 of the
Securities Exchange Act of 1934, as amended.
Subject Company: Arguss Communications, Inc.
Commission File Number: 0-19589
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.
* * *
NEWS RELEASE
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 exchange 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, 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.
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 assembly 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 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.