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DYCOM INDUSTRIES ADOPTS SHAREHOLDER RIGHTS PLAN

 DYCOM INDUSTRIES ADOPTS SHAREHOLDER RIGHTS PLAN
 WEST PALM BEACH, Fla., June 3 /PRNewswire/ -- Dycom Industries, Inc.


(NYSE: DY) announced today that its board of directors has adopted a shareholder rights plan as of June 1, 1992.
 The company will issue a dividend of one right for each outstanding share of the company's common stock which will be payable to shareholders of record as of June 15, 1992. Rights will then be evidenced by and trade with the common stock.
 The rights plan was not adopted in response to any specific effort to acquire control of the company. Rather, it was adopted to provide the board with negotiating ability when dealing with a potential acquiring party and thereby protecting shareholders against unfair takeover tactics which would not be beneficial to all shareholders such as, among other things, a partial tender offer or an offer for the company at less than a full and fair price.
 Each right will entitle the holder to purchase one-half share of common stock for an exercise price of $18 only when and if a triggering event occurs. The triggering events, among others, are a person or group's (1) acquisition of 20 percent or more of Dycom's common stock, (2) commencement of a tender offer which would result in the person or group owning more than 20 percent of Dycom's common stock, or (3) acquisition of at least 10 percent of Dycom's common stock and such acquisition is determined by the board to have certain effects which would be adverse to the company. When a triggering event occurs, separate rights certificates will be distributed. Rights beneficially owned by the person or group causing the triggering event would be void.
 Any person or group who owns 10 percent or more of Dycom's common stock as of June 1, 1992, will be "grandfathered" and will not trigger any aspect of the plan.. Additional share purchases by such persons, however, would cause a triggering event.
 The rights should not interfere with any merger or business combination that is in the best interests of the company and its shareholders since the rights may generally be redeemed by the board for $.01 per right prior to 10 days after a triggering event occurs.
 A summary of the right plan will be mailed to all shareholders shortly explaining the terms in more detail.
 -0- 6/3/92
 /CONTACT: Thomas R. Pledger, chairman and CEO of Dycom Industries, Inc., 407-659-6301/
 (DY) CO: Dycom Industries, Inc. ST: Florida IN: TLS SU: SRP


JB-AW -- FL005 -- 6336 06/03/92 12:43 EDT
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Publication:PR Newswire
Date:Jun 3, 1992
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