SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): MARCH 16, 1999
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ARGUSS HOLDINGS, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-19589 02-0413153
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File No.) Identification No.)
One Church Street, Suite 302
Rockville, Maryland 20850
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (301) 315-0027
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ITEM 5. OTHER EVENTS.
Arguss Holdings, Inc. (the "Corporation") has entered into a Letter of Intent
with Heller Industries, Inc., ("Heller") with respect to the proposed merger of
Conceptronic, Inc., ("Conceptronic"), a subsidiary of the Corporation, with
Heller and the simultaneous spin-off of the combined entity to the shareholders
of Heller and the Corporation. The resulting corporation will also privately
raise additional capital to finance its future growth. David Heller will become
the Chief Executive Officer of the resulting corporation and Rainer Bosselmann
will become the non-executive Chairman of the Board. The consummation of this
proposed transaction is contingent upon the completion of a due diligence
analysis, the negotiation and execution of a definitive merger agreement,
approval of both companies' boards of directors and other conditions.
Conceptronic is a manufacturer of highly advanced, computer-controlled capital
equipment used in the electronic, surface mount technology circuit assembly
industry.
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Conceptronic's equipment is sold to many of the world's largest automotive,
telecommunications, aerospace, computer and contract assembly manufacturers.
Heller is also a manufacturer of computer-controlled capital equipment used in
the electronic SMT circuit assembly industry.
The Corporation also announced the increase of its revolving credit facility
from $50 million to $100 million to fund internal growth and the Corporation's
selective acquisition strategy. The increased facility is provided by a
syndicate of banks led by NationsBank, N.A. Other banks in the syndicate are
Fleet Bank, N.A., National City Bank, KeyBank National Association, Union Bank
of California, N.A. and Crestar Bank.
Certain statements contained herein are "forward-looking" statements (as such
term is defined in the Private Securities Litigation Reform Act of 1995).
Because such statements include risks and uncertainties, actual results may
differ materially from those expressed or implied by such forward-looking
statements. 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 the Corporation with the
Securities and Exchange Commission.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ARGUSS HOLDINGS, INC.
Date March 25, 1999 By: /s/ Rainer H. Bosselmann
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Rainer H. Bosselmann
Chairman of the Board and
Chief Executive Officer
