<PAGE> 1
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 [ ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
Dycom Industries, 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)(1) 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:
<PAGE> 2
[DYCOM LOGO]
DYCOM INDUSTRIES, INC.
First Union Center, Suite 600
4440 PGA Boulevard
Palm Beach Gardens, Florida 33410-6542
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on November 24, 1997
TO OUR SHAREHOLDERS:
The Annual Meeting of Shareholders (the "Meeting") of Dycom Industries, Inc., a
Florida corporation (the "Company"), will be held at the DoubleTree in the
Gardens, 4431 PGA Boulevard, Palm Beach Gardens, Florida, on Monday, November
24, 1997, commencing at 11:00 A.M., to consider and take action on the following
proposals:
1. The election of two directors to the Board of Directors (the "Board").
2. The transaction of such other business as may properly come before the
Meeting or any adjournments thereof.
The Board has fixed the close of business on Monday, October 6, 1997, as the
record date for the determination of the holders of the Company's outstanding
common stock, par value $0.33 1/3 per share, entitled to notice of and to vote
at the Meeting. Each shareholder is entitled to one vote per share held as of
the record date on all matters to be voted on at the Meeting.
IMPORTANT
Please sign and return the enclosed form of proxy, requested by the Board, as
soon as possible, so that your shares may be represented at the Meeting. A
majority of the shares entitled to vote at the Meeting must be represented in
order to transact business. All shareholders are invited to attend the Meeting
in person. If you sign the proxy, you may still vote your shares in person if
you attend the Meeting by withdrawing your proxy.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ Patricia B. Frazier
----------------------------------
Patricia B. Frazier
Corporate Secretary
October 17, 1997
<PAGE> 3
DYCOM INDUSTRIES, INC.
First Union Center, Suite 600
4440 PGA Boulevard
Palm Beach Gardens, Florida 33410-6542
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 24, 1997
INTRODUCTION
The Annual Meeting of Shareholders (the "Meeting") of Dycom Industries,
Inc., a Florida corporation (the "Company" or "Dycom"), will be held on Monday,
November 24, 1997, commencing at 11:00 A.M., at the DoubleTree in the Gardens,
4431 PGA Boulevard, Palm Beach Gardens, Florida, for the purpose of electing two
directors.
The accompanying form of proxy is solicited on behalf of the Board of
Directors of the Company (the "Board") in connection with the Meeting and any
adjournments thereof. This Proxy Statement and the accompanying Proxy Card are
first being sent to shareholders on or about October 17, 1997.
The Board has fixed the close of business on October 6, 1997 as the
record date (the "Record Date") for the determination of holders of shares of
the Company's outstanding Common Stock, par value $0.33 1/3 per share (the
"Common Stock"), entitled to notice of and to vote at the Meeting. As of the
Record Date, there were 10,870,252 shares of Common Stock outstanding. The
holders of Common Stock outstanding at the close of business on the Record Date
will be entitled to one vote for each share so held.
A form of proxy that is properly signed, dated, and returned to the
Company in time for the Meeting will be voted in accordance with the
instructions contained therein. If no instructions are given, the shares
represented by the Proxy will be voted for the election of the listed nominees
as directors. A shareholder who has given a Proxy may revoke it at any time
before it is voted at the Meeting by filing with the Secretary of the Company a
document revoking it at or prior to the Meeting or by submitting a Proxy bearing
a later date.
The presence in person or by proxy of the holders of a majority of the
issued and outstanding shares as of the Record Date is necessary to constitute a
quorum for the transaction of business at the Meeting. If a quorum is present,
the election of directors will be by a plurality of the votes cast; that is, the
two directors receiving the largest number of votes cast will be elected. With
respect to the election of directors, negative votes will be without legal
effect. With respect to any other matter voted upon at the Meeting, abstentions
will be without legal effect and will be disregarded in tabulating votes.
The cost of this solicitation will be borne by the Company. Proxies may
be solicited by directors, officers, and regular employees of the Company,
personally or by mail, telephone, telegram, or otherwise, but no additional
compensation will be paid to any person for such solicitation. The Company will
reimburse brokers and other nominees for their reasonable out-of-pocket expenses
in forwarding soliciting material to beneficial owners of shares held of record
by such brokers or nominees.
A copy of the Company's Annual Report to Shareholders, including
financial statements for the fiscal years ended July 31, 1997 and 1996, is being
mailed to you along with this Proxy Statement but does not constitute a part of
the proxy soliciting material.
1
<PAGE> 4
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information regarding each
person known to the Company to own beneficially more than five percent of the
Common Stock as of September 15, 1997. The Company understands that, except as
otherwise noted, each such person has sole voting and investment power with
respect to such shares.
<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES AND NATURE PERCENT
OF BENEFICIAL OWNERSHIP OF CLASS
<S> <C> <C>
George H. Tamasi 1,026,621(1) 9.4%
235 East Gay Street
West Chester, PA 19380
Thomas J. Polis 1,026,621(1) 9.4%
235 East Gay Street
West Chester, PA 19380
Mary Irene Younkin 881,278(2) 8.1%
555 Greenlawn Avenue
Columbus, OH 43223
Ronald L. Roseman 742,546 6.8%
4708 West Cayuga, Suite D
Tampa, FL 33614
Thomas R. Pledger 698,027(3) 6.4%
4440 PGA Boulevard, Suite 600
Palm Beach Gardens, FL 33410
</TABLE>
- - ------------------------------
1 Shares were acquired by Messrs. Tamasi and Polis through the exchange
of stock at the time of merger, July 29, 1997, of Communications
Construction Group, Inc. ("CCG") and the Company. CCG is a wholly-owned
subsidiary of the Company. Messrs. Tamasi and Polis remained as
President and Chief Executive Officer and Executive Vice President,
Secretary, and Treasurer, respectively, of CCG.
2 Includes 565,461 shares from the Estate of Floyd E. Younkin inherited
by Mary Irene Younkin, Mr. Younkin's wife, as well as 315,817 shares
previously owned by Mrs. Younkin. Mrs. Younkin disclaims any beneficial
interest in 161,597 shares owned by her son, Ronald P. Younkin, a
director of the Company, and 12,661 shares owned by Ronald P. Younkin's
wife and children.
3 Excludes 12,252 shares owned by Thomas R. Pledger, Jr., Mr. Pledger's
son, as to which Mr. Pledger disclaims any beneficial interest.
2
<PAGE> 5
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of Common Stock by each director and nominee, certain
executive officers, and by all directors, nominees, and executive officers of
the Company as a group as of September 15, 1997. The Company understands that,
except as otherwise noted, each such person has sole voting and investment power
with respect to such shares.
<TABLE>
<CAPTION>
NUMBER OF SHARES AND NATURE PERCENT
NAME OF BENEFICIAL OWNERSHIP OF CLASS(1)
<S> <C> <C>
Ronald L. Roseman 742,546 6.8%
Thomas R. Pledger 698,027(2) 6.4%
Ronald P. Younkin 161,597(4,5) 1.5%
Steven E. Nielsen 23,950(3) *
Walter L. Revell 13,000(3) *
Louis W. Adams, Jr 12,234(3) *
Douglas J. Betlach 7,004(3) *
All officers, directors, and
nominees as a group of 9 persons 1,687,403(3) 15.5%
</TABLE>
- - -------------------------
1 Class includes outstanding shares and presently exercisable stock
options held by directors and executive officers.
2 Excludes 12,252 shares owned by Thomas R. Pledger, Jr., Mr. Pledger's
son, as to which Mr. Pledger disclaims any beneficial interest.
3 Includes shares that may be acquired within 60 days after September 15,
1997 upon exercise of stock options as follows: Mr. Nielsen 18,250
shares; Mr. Revell 12,000 shares; Mr. Adams 12,000 shares; Mr. Betlach
2,375 shares; and all directors and officers as a group 46,125 shares.
4 Mr. Younkin exercised 4,000 shares of an exercisable stock option which
was granted to him as a Director of the Company. Mr. Younkin gifted
said exercised shares and disclaims any beneficial ownership.
5 Excludes 12,661 shares owned by Mr. Younkin's wife and children, as to
which he disclaims any beneficial interest. Mr. Younkin is the son of
Mary Irene Younkin.
* Less than 1%.
3
<PAGE> 6
ELECTION OF DIRECTORS
The Board is divided into three classes with terms expiring in
succeeding years. Two directors are to be elected at the Annual Meeting. Steven
E. Nielsen and Ronald P. Younkin are currently serving terms which expire at the
Meeting. The Board has nominated Messrs. Nielsen and Younkin for election to a
term of office expiring at the year 2000 Annual Meeting.
Unless a Proxy Card specifies otherwise, the votes represented by the
enclosed Proxy Card will be cast for the election of Messrs. Nielsen and
Younkin. In the event that the nominees become unavailable to serve (which is
not anticipated), the Proxy Card gives the named proxies the authority to vote
for such other person or persons as such proxies may select.
<TABLE>
<CAPTION>
TERM EXPIRES
NOMINEE PRINCIPAL OCCUPATION FOR PAST FIVE YEARS AT ANNUAL
FOR AND DIRECTORSHIPS IN DIRECTOR MEETING
ELECTION AGE PUBLIC COMPANIES SINCE FOR YEAR
<S> <C> <C> <C> <C>
Steven E. Nielsen 34 President and Chief Operating 1996 2000
Officer of the Company since
August 26, 1996; Vice President
of the Company from February 26,
1996 to August 26, 1996; Officer
in various Dycom wholly-owned
subsidiaries since May 3, 1993
Division Manager/Regional Manager
of Henkels & McCoy, Inc. from
March 4, 1991 to April 14, 1993
(gas, power, and telephone
utility contractor)
Ronald P. Younkin 55 President of Greenlawn Mobile 1975 2000
Home Sales, Inc. (sale of mobile
homes and operation of mobile
home parks)
</TABLE>
4
<PAGE> 7
<TABLE>
<CAPTION>
TERM EXPIRES
DIRECTORS WHOSE PRINCIPAL OCCUPATION FOR PAST FIVE YEARS AT ANNUAL
TERMS CONTINUE BEYOND AND DIRECTORSHIPS IN DIRECTOR MEETING
THE MEETING AGE PUBLIC COMPANIES SINCE FOR YEAR
<S> <C> <C> <C> <C>
Walter L. Revell 62 Chairman and Chief Executive 1993 1998
Officer of H.J. Ross Associates,
Inc. since April 1991 (consulting
engineering, architectural,
and planning)
Director of RISCORP, Inc.
(managed care workers'
compensation)
Director of St. Joe Paper
Company (diversified corpora-
tion in forest products,
transportation, sugar, commu-
nications, and real estate)
Director of Hotelcopy, Inc.
(international fax mail service)
Ronald L. Roseman 60 President of Coastal Electric 1982 1998
Constructors, Inc. since July
1991 (electrical services)
President and Chief Operating
Officer of Company from
August 1, 1993 through August
26, 1996
Louis W. Adams, Jr. 59 Attorney, Retired 1969 1999
Thomas R. Pledger 59 Chairman and Chief Executive 1981 1999
Officer of the Company since
January 2, 1984; President of the
Company from January 1984
through June 1991
</TABLE>
BOARD OF DIRECTORS MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS:
The Board held seven meetings in the fiscal year ended July 31, 1997.
Each incumbent director attended more than 75% of the aggregate of the meetings
held by the Board and its respective committees on which such director served
during the Company's 1997 fiscal year.
The Company has standing Audit and Compensation, Executive, Finance,
and Nominating Committees; the members and functions of which are described
below.
5
<PAGE> 8
AUDIT AND COMPENSATION COMMITTEE. The members are Messrs. Adams,
Revell, and Younkin. The Committee makes recommendations to the Board concerning
the appointment of auditors for the Company; meets with the Company's auditors
to review the nature and scope of audit work to be performed and the estimated
costs of such work; the progress and results of the annual audit of the Company;
and other matters related to accounting and auditing, including the adequacy of
the Company's internal accounting controls. The Committee has supervision over
the internal audit function. The Committee also makes recommendations to the
Board concerning the compensation of the officers and employees of the Company
and acts as the committee to administer the Company's Incentive Stock Option
Plan. The Committee met three times during fiscal 1997.
EXECUTIVE COMMITTEE. The members are Messrs. Adams, Nielsen, and
Pledger. The Committee has authority to review general corporate policy and take
action between meetings of the Board on such matters requiring Board approval as
are required for the proper and efficient functioning of the Company. The
Committee met one time during fiscal 1997.
FINANCE COMMITTEE. The members are Messrs. Adams, Revell, and Younkin.
The function of the Committee is to review financing needs and alternatives
available; review the insurance coverages maintained; and monitor the Dycom
Industries, Inc. Retirement Savings Plan. The Committee met one time during
fiscal 1997.
NOMINATING COMMITTEE. The members are Messrs. Adams, Pledger, and
Younkin. The function of the Committee is to recommend nominees for directors to
the Board. The Committee met twice during fiscal 1997.
The Nominating Committee will consider nominees recommended by
shareholders. Shareholders may either request the Nominating Committee to
consider a proposed candidate for nomination by the Board or propose a candidate
for election directly to the shareholders at a shareholders' meeting where
directors are to be elected. In either case, the candidate's name and the
information described below should be sent to the Secretary of the Company not
less than 60 days nor more than 90 days prior to the first anniversary of the
preceding year's annual meeting (unless the date of the annual meeting is
changed by more than 30 days from such anniversary date, in which case the
information must be received by the 10th day after notice or disclosure of the
meeting date) for forwarding to the Board, in the case of candidates proposed
for direct election by the shareholders, or the Nominating Committee. Persons
who propose candidates for election directly by the shareholders must be
shareholders of record as of the record date for the shareholders' meeting. In
addition to the candidate's name, the Secretary should be furnished with the
candidate's age, business and residence addresses, and principal occupation or
employment; information with respect to the shares of the Company's stock
beneficially owned by the candidate and any other person sharing beneficial
ownership; any group of which the person is a member or any person acting in
concert with the candidate or such group, any affiliates or associates of such
persons, and any other shareholders known to be supporting the nomination; a
description of any arrangements or understandings between the nominating
shareholder or any of the foregoing persons and the candidate or any other
person pursuant to which the nomination is proposed; and any other information
with respect to any of the foregoing persons that would be required to be
disclosed in connection with the solicitation of proxies for the election of the
candidate. The preceding is an incomplete summary of certain provisions of the
Company's By-Laws. The By-Laws should be consulted sufficiently in advance of
any shareholders' meetings to ensure compliance with applicable requirements.
Information with respect to candidates for election at next year's annual
meeting should be received by the Secretary after August 26, 1998 but before
September 25, 1998.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE NOMINEES TO THE
BOARD OF DIRECTORS.
6
<PAGE> 9
MANAGEMENT COMPENSATION AND TRANSACTIONS
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth all cash compensation paid or accrued by
the Company and its subsidiaries for services rendered to the Company and its
subsidiaries in all capacities during the fiscal years ended July 31, 1997,
1996, and 1995 to the Company's Chief Executive Officer and two executive
officers whose total cash compensation exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
NAME AND ---------------------------------------- STOCK
PRINCIPAL FISCAL OPTIONS
POSITION YEAR SALARY BONUS OTHER # OF SHARES
<S> <C> <C> <C> <C> <C>
Thomas R. Pledger 1997 $416,000 $120,000 $101,616 1 -0-
Chairman and CEO 1996 $416,000 $ 0 $ 99,895 1 -0-
1995 $408,000 $ 0 $526,771 1,2 -0-
Steven E. Nielsen 1997 $207,250 $208,000 $ 3,751 33,000
President and COO 1996 $160,885 $208,000 $ 2,001 -0-
Douglas J. Betlach 1997 $113,808 $ 25,000 $ 1,207 3,500
Vice President and CFO 1996 $108,871 $ 17,000 $ 1,518 -0-
1995 $ 99,672 $ 14,000 $ 1,003 6,000
</TABLE>
- - -------------------------
1 Includes $97,777 in annual insurance premiums for a life insurance
policy owned by Mr. Pledger.
2 Includes $427,500 market value of common stock awarded pursuant to Mr.
Pledger's employment agreement. Prior to August 1, 1994, a portion of
the shares were subject to certain restrictions as to sale or transfer.
7
<PAGE> 10
STOCK OPTION GRANTS IN FISCAL 1997
The following table shows the options granted to the named executive
officers of the Company during fiscal 1997 under the Company's 1991 Incentive
Stock Option Plan.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE AT
ASSUMED ANNUAL RATES
OF STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
----------------------------------------------------------- --------------------------------
% OF
TOTAL
OPTIONS OPTIONS EXERCISE
GRANTED GRANTED TO PRICE EXPIRATION
NAME (# OF SHARES) EMPLOYEES ($/SHARE) DATE 5% 10%
<S> <C> <C> <C> <C> <C> <C>
Steven E. Nielsen 33,000 33% $13.50 11/26/01 $123,083 $271,982
President and COO
Douglas J. Betlach 3,500 3.5% $13.50 11/26/01 $ 13,054 $ 28,847
Vice President and CFO
</TABLE>
STOCK OPTION EXERCISES AND YEAR-END VALUE TABLE
<TABLE>
<CAPTION>
VALUE OF
UNEXERCISED
OPTIONS IN-THE-MONEY OPTIONS
AT JULY 31, 1997 AT JULY 31, 1997
SHARES ACQUIRED ( # OF SHARES) $ 1
ON EXERCISE VALUE
NAME (# OF SHARES) REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
<S> <C> <C> <C> <C> <C> <C>
Thomas R. Pledger 75,000 $559,375 -0- 25,000 -0- $346,875
Chairman and CEO
Steven E. Nielsen 2,000 $ 17,387 10,000 45,800 $110,000 $292,012
President and COO
Douglas J. Betlach 4,250 $ 38,937 1,500 7,250 $ 16,500 $ 64,937
Vice President and CFO
</TABLE>
- - -----------------------
1 The closing market value of the Company's common stock on July 31,
1997, as reported by the New York Stock Exchange, Inc., was $17.75.
Mr. Pledger serves as Chief Executive Officer of the Company. On July
31, 1994, a five-year employment agreement with Mr. Pledger expired. Although
the agreement provided that Mr. Pledger's annual salary during the year ended
July 31, 1994 would be $398,000, Mr. Pledger voluntarily agreed to reduce his
compensation during fiscal 1994 to $298,000. Pursuant to the employment
agreement, Mr. Pledger received 150,000 shares of common stock which were
subject to "piggyback" registration rights. The agreement also provided that the
Company was obligated to pay Mr. Pledger a retirement benefit of $100,000 for
each year of employment he completes under his employment agreement. The Company
transferred two life insurance policies with face values of $500,000 and
$3,300,000 to Mr. Pledger and pays premiums of $97,777 per year on such policies
in satisfaction of this obligation. The Company extended Mr. Pledger's
employment agreement through November 30, 1995 on the same terms and conditions
as were contained in the original greement. In July 1995, the Company again
extended Mr. Pledger's agreement for an additional period of five years,
expiring November 30, 2000, on the same terms and conditions as set forth in the
original agreement.
Mr. Nielsen serves as President and Chief Operating Officer of the
Company. On March 11, 1997, Mr. Nielsen executed an employment agreement for a
term of two (2) years. Pursuant to this agreement, Mr. Nielsen receives a
minimum annual base salary of $208,000 and is eligible for an annual bonus as
determined to be appropriate by the Board of Directors. In fiscal year ended
July 31, 1997, Mr. Nielsen received a $208,000 bonus and was awarded options to
purchase 33,000 shares of stock.
8
<PAGE> 11
Directors who are not employees of the Company receive $1,500 for each
directors' meeting attended; $750 for each committee meeting attended in
conjunction with a directors' meeting; $1,500 for each committee meeting
attended not in conjunction with a directors' meeting; $750 for telephone
conference meetings; and an annual retainer of $12,000.
REPORT ON EXECUTIVE COMPENSATION
The Audit and Compensation Committee ("Committee") of the Board of
Directors administers the compensation of the executive officers and other key
employees of Dycom and its subsidiaries. During fiscal 1997, the Committee was
composed of three directors who were not employed by the Company. The
Committee's recommendations are subject to approval by the full Board. The
following report is submitted by the Committee regarding compensation paid
during fiscal year 1997.
The compensation program of the Company is designed to allow the
Company to attract, motivate, and reasonably reward professional personnel who
will effectively manage the assets of the Company and generate value over time
for its shareholders. In recent years, the compensation mix has reflected a
balance between an annual salary, incentive compensation, and stock options.
SALARIES. The salary of Mr. Pledger, Chairman and Chief Executive
Officer, during fiscal 1997 was fixed by an employment contract with the
Company. Said employment contract expires on November 30, 2000.
The salary of Mr. Nielsen, President and Chief Operating Officer, was
fixed by an employment agreement with the Company. Said employment agreement
expires on March 11, 1999.
Salaries for other executive officers were established based on the
individual's performance and general market conditions. Salary levels are
intended to recognize the challenge of different positions, taking into
consideration the type of activity of the position, the responsibility
associated with the job, and the relative size of the operation. During fiscal
1997, the Committee determined the compensation of three executive officers.
Salaries for these executive officers were increased by 4.2% to 7.5%.
INCENTIVE COMPENSATION. In addition to paying a base salary, the
Company in recent years has provided for incentive compensation as a component
of overall compensation. Incentive compensation as a component of overall
compensation is tied to overall performance, usually with a heavy emphasis on
the profitability of the operation under the control of the individual. In
fiscal 1997, the actual incentive compensation pool was established by formula
based upon the Company's consolidated financial performance. The fiscal 1997 key
financial performance measures were total revenue and income before income taxes
("IBT"). Individual awards from the incentive compensation pool are recommended
by senior management for consideration and approval by the Committee.
STOCK OPTIONS. The Committee at various times awards stock options to
certain executive officers of the Company in order to recognize their
contribution and to further encourage them to focus on the long-term
profitability of the Company. The size of individual stock option grants are
related to an individual's performance (as with salaries, mostly on a subjective
basis) and the individual's level of responsibility within the organization. The
Committee's objective is to further encourage persons receiving options who are
directly responsible for the operations of a subsidiary of the Company to think
and act in a way to maximize the long-term value of the stock and increase
shareholder value. Options are granted pursuant to the Company's Incentive Stock
Option Plan. The exercise price of options when granted equals the market price
of the stock on the date of grant. Employees' options vest over a four-year
period and have a term of five years; Directors' options vest over a three-year
period and have a term of five years.
During fiscal 1997, stock options in the total amount of 100,000 shares
were granted.
Ronald P. Younkin, Chairman
Louis W. Adams, Jr.
Walter L. Revell
Audit and Compensation Committee
9
<PAGE> 12
PERFORMANCE PRESENTATION
Set forth below is a graph which compares the cumulative total returns
for Dycom's common stock against the cumulative total return (including
reinvestment of dividends) of the Standard & Poors (S&P) 500 Composite Stock
Index and respective peer group indices for the last five fiscal years, assuming
an investment of $100 in the Company's common stock and each of the respective
peer group indices noted on July 31, 1992. For the Dycom Industries, Inc. common
stock, a peer group consisting of MasTec has been used. This graph is not
intended to predict the Company's forecast of future financial performance.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG DYCOM INDUSTRIES, INC., THE S & P 500 INDEX, AND A PEER GROUP
<TABLE>
<CAPTION>
7/92 7/93 7/94 7/95 7/96 7/97
<S> <C> <C> <C> <C> <C> <C>
Dycom Industries, Inc. $100 $ 63 $ 50 $134 $234 $ 374
Peer Group $100 $ 69 $157 $243 $505 $1,506
S&P 500 $100 $109 $114 $144 $168 $ 256
</TABLE>
TRANSACTIONS WITH MANAGEMENT AND OTHERS
The acquisition of Communications Construction Group, Inc. ("CCG")
involves several related party leases. Currently, CCG leases three properties
from T & P Enterprises, a Philadelphia Limited Partnership, controlled by George
H. Tamasi and Thomas J. Polis. During fiscal 1997, CCG incurred annual expenses
of $163,200 with said leases. In the Company's opinion, these rental rates are
considered to be within the prevailing market rates.
10
<PAGE> 13
CERTAIN FILINGS
During the Company's fiscal year ended July 31, 1997, several of the
Company's officers were delinquent in filing a Form 4 with the Securities and
Exchange Commission. Mr. Nielsen, Mr. Betlach, Mrs. Richter, and Mrs. Frazier,
executive officers, were late in filing one Form 4, which resulted in one
transaction not being reported in a timely manner.
APPOINTMENT OF INDEPENDENT AUDITORS
The appointment of auditors is approved annually by the Board. The
Board engaged the accounting firm of Deloitte & Touche LLP, Certified Public
Accountants, to act as the Company's independent auditors for the fiscal year
ended July 31, 1997. It is expected that the Board will appoint Deloitte &
Touche LLP as the Company's independent auditors for the fiscal year ending July
31, 1998 when the Board meets in November 1997. Representatives of Deloitte &
Touche LLP are expected to be present at the Meeting. As representatives, they
shall have the opportunity to make a statement if they desire to do so and are
expected to be available to respond to any appropriate questions.
SHAREHOLDERS' PROPOSALS FOR NEXT ANNUAL MEETING
Shareholders' proposals submitted pursuant to Rule 14a-8 of the
Securities Exchange Act of 1934 intended to be presented at the 1998 Annual
Meeting of Shareholders of the Company, tentatively scheduled for November 1998,
must be received by the Company prior to June 30, 1998 to be considered for
inclusion in the Company's proxy statement and form of proxy relating to such
meeting.
The Company's By-Laws require that shareholders who desire to propose
matters for action at shareholders meetings, provide the Company with certain
information described in the By-Laws not more than 90 days nor less than 60 days
prior to the anniversary date of the preceding year's annual meeting (unless the
date of the meeting is changed by more than 30 days from such anniversary date,
in which case the information must be received within 10 days after the date of
the meeting is publicly disclosed by notice to shareholders or otherwise).
Shareholders desiring to propose such matters at next year's annual meeting of
shareholders will be required to provide such information after August 26, 1998
and before September 25, 1998. Shareholders should consult the By-Laws (copies
of which may be obtained, without charge, by requesting them in writing or by
telephone from the Company's Secretary, First Union Center, Suite 600, 4440 PGA
Boulevard, Palm Beach Gardens, Florida 33410, Telephone 561-627-7171)
sufficiently in advance of the final date to ensure compliance with the By-Laws'
requirements.
OTHER BUSINESS
The Board is not aware of any matters not referred to herein and in the
accompanying Notice of Meeting that will be presented for action at the Meeting.
If any other matters should properly come before the Meeting, it is intended
that the shares represented by the proxy will be voted with respect thereto in
accordance with the judgment of the persons voting them.
The Company's Annual Report to Shareholders, including financial
statements for the fiscal years ended July 31, 1997 and 1996, accompanies this
Proxy Statement.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ Patricia B. Frazier
-----------------------------------
Patricia B. Frazier
October 17, 1997 Corporate Secretary
11
<PAGE> 14
Appendix A
DYCOM INDUSTRIES, INC.
FIRST UNION CENTER, SUITE 600
4440 PGA BOULEVARD
PALM BEACH GARDENS, FLORIDA 33410-6542
PROXY FOR THE 1997
ANNUAL MEETING OF SHAREHOLDERS - NOVEMBER 24, 1997
This proxy is solicited on behalf of the Board of Directors of Dycom
Industries,Inc. (the "Company"). The undersigned hereby appoints Thomas R.
Pledger and Ronald P. Younkin, and each of them, proxies and attorneys-in-fact,
with the power of substitution (the action of both of them or their
substitutes present and acting or if only one be present and acting, then the
action of such one to be in any event controlling) to vote all shares of common
stock held of record by the undersigned on October 6, 1997 at the 1997 Annual
Meeting of Shareholders of Dycom Industries, Inc. scheduled to be held on
November 24, 1997, and at any adjournments thereof.
The shares represented by this proxy will be voted as directed by the
Shareholder. If no direction is given when the duly executed proxy is returned,
such shares will be voted "FOR" the nominees named hereon. The shares will be
voted in the discretion of the proxies and attorneys-in-fact on the transaction
of such other business as may properly come before the meeting and any
adjournments thereof.
PLEASE VOTE AND SIGN ON REVERSE SIDE AND RETURN
1. The election of the nominees for director as set forth in the Proxy
Statement accompanying the Notice of Meeting and listed below. THE BOARD OF
DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE NOMINEES LISTED BELOW.
FOR AGAINST
Steven E. Nielsen [ ] [ ]
Ronald P. Younkin [ ] [ ]
2. To vote in their discretion on the transaction of such other business as may
properly come before the meeting and any adjournments thereof.
Dated:________________________, 1997
____________________________________
Signature
____________________________________
Signature (if held jointly)
Please date and sign as your name
appears on the label affixed hereto, and
return in the enclosed envelope. If
acting as attorney, executor,
administrator, trustee, or guardian, you
should so indicate when signing. If the
signer is a corporation, please sign the
full corporate name by a duly authorized
officer. If the shares are held jointly,
each Shareholder named is required to
sign.
