-----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, KIO/sNLuOEz5OBbT/MberjSuhdlRyYmeprKdtXSzaZCaEd4fiiPezsVr5XMvuvsC 418m6LrO1lTRlzsPyZ8r/Q== 0000950133-01-503492.txt : 20020412 0000950133-01-503492.hdr.sgml : 20020412 ACCESSION NUMBER: 0000950133-01-503492 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20011203 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: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-16257 FILM NUMBER: 1805385 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: 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: DFAN14A 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 DFAN14A 1 w55441dfan14a.htm SCHEDULE 14A INFORMATION dfan14a
 

SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. )

   
Filed by the Registrant [x]
 
Filed by a Party other than the Registrant [ ]  
 
Check the appropriate box:  
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
  Commission Only (as permitted by
  Rule 14a-6(e)(2))
 
[ ] Definitive Proxy Statement  
 
[ ] Definitive Additional Materials  
 
[X] Soliciting Material under Rule 14a-12  

Arguss Communications, Inc.
(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

      [x] No fee required.
 
      [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
 
    (1) Title of each class of securities to which transaction applies:
 
    (2) Aggregate number of securities to which transaction applies:
 
    (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
 
    (4) Proposed maximum aggregate value of transaction:
 
    (5) Total fee paid:
 
      [ ] Fee paid previously with preliminary materials.
 
      [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
 
    (1) Amount previously paid:
 
    (2) Form, schedule or registration statement no.:
 
    (3) Filing party:
 
    (4) Date filed: December 3, 2001

 


 

[LOGO]

ARGUSS COMMUNICATIONS, INC.
One Church Street, Suite 302, Rockville, Maryland 20850

CAUTION

December 3, 2001

Dear Fellow Stockholder:

     Your Board of Directors wants to alert you that two dissident stockholders, Ronald D. Pierce and Kenneth R. Olsen, have announced their intent to seize control of your Company, by starting a consent solicitation to remove your Board and appoint themselves and their own hand-picked nominees as new directors. Your Board believes that Messrs. Pierce and Olsen, two individuals who have no prior experience managing a large public company, have proposed an ill-informed business plan that will fail to deliver long-term stockholder value. Your Board is opposed to the Pierce and Olsen solicitation and strongly urges you NOT to return any GOLD consent cards.

     We regret that Messrs. Pierce and Olsen are subjecting your Company to a disruptive and costly consent process. We assure you that your Board and management are acting and will continue to act vigorously to protect your best interests. We are preparing consent revocation materials relating to the Pierce and Olsen solicitation to clarify the facts and our position on the issues raised by Pierce and Olsen. In addition, the Company has retained Allen & Company to evaluate any strategic alternatives that would enhance long-term stockholder value.

     Our materials will be mailed to you shortly. In the meantime, you will most likely be approached by Mr. Pierce, Mr. Olsen or their hired agents in an attempt to convince you to sign their gold consent card. We urge you NOT to sign any GOLD consent card or other materials you may receive from Messrs. Pierce and Olsen without first reviewing our consent revocation materials.

     As your Board, we will work to provide you with the information you need to make an informed decision in response to Messrs. Pierce and Olsen’s attempts to seize control. We will keep you updated as further information becomes available. On behalf of your Board of Directors, I thank you for your interest and continued support. If you have any questions or need assistance, please call Morrow & Co., Inc., which is assisting us in this matter, at 1-800-662-5200.

   
  Sincerely,
 
  Rainer H. Bosselmann
Chairman of the Board of Directors and
Chief Executive Officer

     This information was furnished on behalf of Arguss Communications, Inc. by its Board of Directors. Please see the reverse side of this letter for information about the participants in this consent revocation solicitation and their interest in the solicitation. Arguss Communications, Inc. will soon be sending you definitive consent revocation materials that you should read, as they contain information important to your interests. You may obtain a copy of Arguss Communications, Inc.’s preliminary consent revocation materials filed on form PRE 14A, when filed, and our definitive consent revocation materials, when filed, free of charge at the SEC’s web site at http://www.sec.gov. Arguss Communications, Inc. will also provide you with a copy of its materials without charge. Please contact Morrow & Co., Inc., which is assisting us in this matter, at the 1-800-662-5200.

 


 

     Pursuant to the rules of the Securities and Exchange Commission (the “Commission”), the following table sets forth certain information with respect to the beneficial ownership of Arguss by its directors and executive officers as of November 30, 2001:

                 
Name and Address   Number of Shares of   Percent of
of Beneficial Owner1   Common Stock   Common
    Beneficially Owned   Stock2
 
Rainer H. Bosselmann
    864,9703       5.9 %
DeSoto S. Jordan, Jr.
    15,0004       *  
Daniel A. Levinson
    130,0005       *  
Richard S. Perkins, Jr.
    66,0006       *  
Garry A. Prime
    93,6667       *  
James W. Quinn
    16,0008       *  
Peter L. Winslow
    55,9679       *  
H. Haywood Miller III
    273,40410       1.9  
Arthur F. Trudel
    170,50011       1.2  
All Directors and Executive
               
  Officers as a group (9 persons)
    1,685,507       11.1 %


  1 The business address for Messrs. Bosselmann, Jordan, Levinson, Perkins, Prime, Quinn, Winslow, Miller and Trudel is c/o Arguss Communications, Inc., One Church Street, Suite 302, Rockville, Maryland 20850.
 
  2 Pursuant to the rules of the Commission, shares of Common Stock which an individual or group has a right to acquire within sixty days pursuant to the exercise of options or warrants are deemed to be outstanding for the purpose of computing the percentage ownership of that individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table.
 
  3 Includes options to purchase 120,000 shares of Common Stock held by Mr. Bosselmann which are presently exercisable.
 
  4 Represents options to purchase 15,000 shares of Common Stock which are presently exercisable.
 
  5 Includes options to purchase 10,000 shares of Common Stock held by Mr. Levinson which are presently exercisable.
 
  6 Includes options to purchase 15,000 shares of Common Stock held by Mr. Perkins which are presently exercisable and 37,000 shares of Common Stock held of record by Mr. Perkins’ wife, in which Mr. Perkins disclaims any beneficial interest.
 
  7 Includes options to purchase 25,000 shares of Common Stock held by Mr. Prime which are presently exercisable.
 
  8 Includes options to purchase 15,000 shares of Common Stock held by Mr. Quinn which are presently exercisable.
 
  9 Includes options to purchase 15,000 shares of Common Stock held by Mr. Winslow which are presently exercisable and 1,502 shares of Common Stock held of record by Mr. Winslow’s spouse, in which Mr. Winslow disclaims any beneficial interest.
 
  10 Includes options to purchase 220,000 shares of Common Stock held by Mr. Miller which are presently exercisable and 70 shares owned by Mr. Miller’s minor children.
 
  11 Includes options to purchase 170,000 shares of Common Stock held by Mr. Trudel which are presently exercisable.

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