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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
DYCOM INDUSTRIES, INC..
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
267475101
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(CUSIP Number)
Joseph T. Kelley, Jr., Esq. 925 Harvest Drive, Suite 160
Kelley and Murphy Blue Bell, PA 19422
Union Meeting Corporate Center V (215) 643-6500
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 29, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 26475101 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
George Tamasi
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
N/A
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
USA
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NUMBER OF | 7 | SOLE VOTING POWER 1,026,621
SHARES | |
BENEFICIALLY | |
OWNED BY | 8 | SHARED VOTING POWER 0
EACH | |
REPORTING | 9 | SOLE DISPOSITIVE POWER 1,026,621
PERSON WITH | |
| |
| 10 | SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,026,621
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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1. Security and Issuer.
This Statement relates to the common stock ("Common Stock") of Dycom
Industries, Inc., a Florida corporation (the "Issuer"). The address of the
Issuer's principal executive offices is 4440 PGA Boulevard, Suite 600, Palm
Beach Gardens, FL 33410.
2. Identity and Background.
(a) Name. This Statement is being filed by George Tamasi ("GT"). The
filing of this Statement shall not be construed as an admission that GT is, for
the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), the beneficial owner of any securities covered
by this Statement or that this schedule is required to be filed by such person.
(b) Business Address. The business address for GT is 235 East Gay
Street, West Chester, PA 19380.
(c) Present Principal Occupation or Employment. GT is President and
Chief Executive Officer of Communications Construction Group, Inc. ("CCG"), 235
East Gay Street, West Chester, PA 19380. CCG, a wholly-owned subsidiary of
Issuer, provides construction and engineering services to the telecommunications
industry.
(d) Criminal Convictions. During the last five years, GT has not been
convicted in a criminal proceeding, excluding traffic violations and similar
misdemeanors.
(e) Court or Administrative Proceedings. During the last five years, GT
has not been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction as a result of which was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Citizenship. GT is a citizen of the United States of America.
3. Source and Amounts of Funds and Other Consideration.
Pursuant to the terms of an Agreement and Plan of Merger dated July 7,
1997, as amended on July 29, 1997 (the "Merger Agreement"), by and among CCG,
GT, Thomas Polis, Issuer and Issuer's wholly-owned subsidiary, Dycom
Acquisition, Inc. ("DAI"), under which DAI merged into CCG, on July 29, 1997 GT
acquired 1,026,621 shares of the Common Stock of Issuer.
4. Purpose of Transaction.
The acquisition of the shares of Common Stock of Issuer by GT is for
investment purposes.
Page 3 of 6
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Except as discussed below, GT has no present plans or proposals which
relate to or would result in any of the following:
(a) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer, except that pursuant to
the Merger Agreement, upon request of GT, Issuer shall use its best efforts to
(i) file within 120 days of such request a registration statement under the
Securities Act of 1933, as amended (the "Act"), covering the proposed sale or
distribution referred to in such notice, (ii) cause such registration statement
to become effective under the Act as soon as possible after the filing thereof,
and (iii) cause such registration statement to remain effective for so long as a
prospectus may be required to be delivered pursuant to the Act. Pursuant to the
Merger Agreement, GT may only propose to sell or distribute publicly up to the
greater of (x) 1,000,000 or (y) 50% of the shares of Issuer's Common Stock
acquired by GT under the Merger Agreement;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(d) any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term of the
directors or to fill any existing vacancies of the board, except that pursuant
to the Merger Agreement, GT has the right to nominate a person, including
himself, to be a member of the Board of Directors of Issuer. Any such nominee
shall be subject to approval by Issuer and, if required, to the approval of
Issuer's shareholders. This right to propose a nominee shall be exercisable only
(i) after the expiration of six months following the date of closing under the
Merger Agreement, (ii) during the initial term of GT's employment agreement, and
(iii) while GT remains record owner of 250,000 shares of Issuer's Common Stock
acquired by him as a result of the merger or otherwise;
(e) any material change in the present capitalization or dividend
policy of the Issuer;
(f) any other material change in the Issuer's business or corporate
structure;
(g) changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
(h) causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) a class of eligible equity securities of the issuer becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Exchange Act; or
Page 4 of 6
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(j) any action similar to those enumerated above.
5. Interest in Securities of the Issuer.
(a) As of the date hereof, GT may be deemed to be the beneficial owner
of 1,026,621 shares of Issuer's Common Stock, which represents 9.5% of Issuer's
outstanding Common Stock.
(b) GT has sole voting and sole dispositive power with respect to the
shares of Common Stock beneficially owned by him.
(c) Except as described in Item 3 above, GT does not own beneficially
any shares of Common Stock of Issuer or effected any transaction in shares of
Common Stock of Issuer during the 60 days preceding the date of this Statement.
(d) No person other than GT is known to GT to have the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, the shares of Common Stock beneficially owned by him.
(e) Not applicable.
6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Other than as indicated elsewhere in this Statement, GT is not a party
to any contract, arrangement, understanding, or relationship (legal or
otherwise) with any person with respect to any securities of the Issuer,
including but not limited to, the transfer or voting of any of the Issuer's
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
7. Material to be Filed as Exhibits:
Exhibit A: Agreement and Plan of Merger, dated July 7, 1997,
among CCG, GT, Thomas Polis, Issuer and DAI.
Exhibit B: Amendment to Agreement and Plan of Merger, dated
July 29, 1997, among CCG, GT, Thomas Polis, Issuer
and DAI.
Page 5 of 6
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Signatures:
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: August 6, 1997 /s/ George Tamasi
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GEORGE TAMASI
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