Arguss Board Urges Stockholders Not to Give Consent to Dissident Group.Business Editors ROCKVILLE, Md.--(BUSINESS WIRE)--Dec. 3, 2001 The Board of Directors of Arguss Communications, Inc. (NYSE NYSE See: New York Stock Exchange :ACX ACX Available Chemicals Exchange ACX Advanced Combat Experimental ACX Asynchronous Cross Connect ) announced today that it has sent a letter to all Arguss stockholders urging them not to give consents to a dissident group led by Ronald D. Pierce Pierce may refer to: Places
In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual . The company also filed the letter with the Securities and Exchange Commission (the "Commission"). The letter states as follows: "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 Consent Solicitation A solicitation by one party to the stakeholders of a particular security for the consent of a material change. Notes: Should the majority of stakeholders provide valid consent prior to the consent expiry date, the issuer may then follow through with 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 urge 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 The recall of some power or authority that has been granted. Revocation by the act of a party is intentional and voluntary, such as when a person cancels a Power of Attorney that he has given or a will that he has written. materials relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc 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 Adv. 1. in the meantime - during the intervening time; "meanwhile I will not think about the problem"; "meantime he was attentive to his other interests"; "in the meantime the police were notified" meantime, meanwhile , 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 mor·row n. 1. The following day: resolved to set out on the morrow. 2. The time immediately subsequent to a particular event. 3. Archaic The morning. & 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 press release is not a proxy statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. or a consent solicitation, nor is it a solicitation of any proxy or consent. Any such solicitation will be made only by a written definitive consent solicitation statement filed with the Commission. Arguss Communications, Inc. will soon distribute to its stockholders definitive consent revocation materials that should be read carefully, as they contain information important to any decision regarding the proposals. You may obtain a copy of the materials, which contain information required information to be presented about the participants in the consent revocation, filed on form DFAN 14A with the Commission today, 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 Commission'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 1-800-662-5200. Certain statements contained herein are "forward-looking" statements (as such term is defined in the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995). Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. . Factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, those discussed in filings made by Arguss with the Securities and Exchange Commission. |
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