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. 2)
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: [ ]
This Amendment No. 2 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. This Schedule TO relating 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, as amended on February 5, 2002 and as amended on February 11,
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.
ITEM 12. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Prospectus dated February 11, 2002 (incorporated herein by reference
to Dycom's Registration Statement on Form S-4, as amended on
February 12, 2002).
(h)(1) Opinion of Shearman & Sterling regarding United States federal
income tax aspects of the offer and the merger (incorporated herein
by reference to Exhibit 8.1 to Dycom's Registration Statement on
Form S-4, as amended on February 12, 2002).
(h)(2) Opinion of Gibson, Dunn & Crutcher LLP regarding United States
federal income tax consequences of the offer and the merger
(incorporated herein by reference to Exhibit 8.2 to Dycom's
Registration Statement on Form S-4, as amended on February 12,
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 11, 2002
TROY ACQUISITION CORP.
By: /s/ Steven E. Nielsen
--------------------------------
Name: Steven E. Nielsen
Title: President and Chief
Executive Officer
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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 11, 2002
DYCOM INDUSTRIES, INC.
By: /s/ Steven E. Nielsen
--------------------------------
Name: Steven E. Nielsen
Title: President and Chief
Executive Officer
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EXHIBIT INDEX
EXHIBIT
NO.
(a)(1) Prospectus dated February 11, 2002 (incorporated herein by reference
to Dycom's Registration Statement on Form S-4, as amended on
February 12, 2002).
(h)(1) Opinion of Shearman & Sterling regarding United States federal
income tax aspects of the offer and the merger (incorporated herein
by reference to Exhibit 8.1 to Dycom's Registration Statement on
Form S-4, as amended on February 12, 2002).
(h)(2) Opinion of Gibson, Dunn & Crutcher LLP regarding United States
federal income tax consequences of the offer and the merger
(incorporated herein by reference to Exhibit 8.2 to Dycom's
Registration Statement on Form S-4, as amended on February 12,
2002).
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