Dycom Industries Inc, et al. – ‘SC TO-T/A’ on 2/21/02 re: Arguss Communications Inc – EX-99.A.11

On:  Thursday, 2/21/02   ·   Accession #:  950123-2-1784   ·   File #:  5-42211

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Amendment to Tender-Offer Statement — Third-Party Tender Offer   —   Schedule TO
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC TO-T/A   Amendment No. 4 to Schedule to                         5     16K 
 2: EX-99.A.11  Press Release                                          2     13K 
 3: EX-99.A.12  Press Release                                          2     12K 

EX-99.A.11   —   Press Release

EX-99.A.11
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[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validly tendered and not withdrawn prior to the expiration of the offer have    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.

EX-99.A.11
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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.                                    

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC TO-T/A’ Filing		Date		First		Last			Other Filings
Filed on:		2/21/02		1					425,  8-K
		2/20/02		1					8-K
		2/12/02		2					S-4/A,  SC 14D9/A,  SC TO-T/A
		2/5/02		2					S-4/A,  SC 14D9/A,  SC TO-T/A
		1/23/02		2					425,  8-K,  S-4,  SC 14D9,  SC TO-T
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