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[x]
Filed by a Party other than the Registrant[ ]
Check the appropriate box:
[ ] 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
Arguss Holdings, Inc.
(Name of Registrant as Specified In Its Charter)
Arguss Holdings, Inc.
(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:
<PAGE>
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>
ARGUSS HOLDINGS, INC.
ONE CHURCH STREET
ROCKVILLE, MARYLAND 20850
----------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 14, 1999
-----------------------------------------
To the Stockholders of Arguss Holdings, Inc.:
NOTICE IS HEREBY GIVEN that an Annual Meeting of Stockholders (the
"Meeting") of Arguss Holdings, Inc. (the "Company") will be held on May 14, 1999
at 11:00 a.m., local time, in the Jaymont Auditorium at 780 Third Avenue, New
York, New York, for the following purposes:
1. To elect seven directors to serve for a term ending at the 2000
Annual Meeting;
2. _______ To ratify the selection of KPMG Peat Marwick LLP as
independent auditors for the Company for the fiscal year ending December 31,
1999; and
3. To transact such other business as may properly come before the
Meeting or any adjournment or postponement thereof.
Only holders of record of outstanding shares of Common Stock of the
Company at the close of business on March 26, 1999 will be entitled to notice
of, and to vote at, the Meeting or any adjournment or postponement thereof.
By Order of the Board of Directors
/s/ H. Haywood Miller III
H. Haywood Miller III
EXECUTIVE VICE PRESIDENT
AND SECRETARY
Rockville, Maryland
March 26, 1999
YOUR VOTE IS IMPORTANT. TO VOTE YOUR SHARES, PLEASE MARK, SIGN AND DATE THE
ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN THE ENCLOSED RETURN ENVELOPE, WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE>
ARGUSS HOLDINGS, INC.
ONE CHURCH STREET
ROCKVILLE, MARYLAND 20850
----------------------------------
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 14, 1999
-----------------------------------
INTRODUCTION
This Proxy Statement is being furnished to stockholders of Arguss
Holdings, Inc., a Delaware corporation (the "Company"), in connection with the
solicitation of proxies by the Board of Directors of the Company for use at the
Annual Meeting of Stockholders to be held on Friday, May 14, 1999, at 11:00
a.m., local time, in the Jaymont Auditorium at 780 Third Avenue, New York, New
York, and any adjournment or postponement thereof (the "Meeting").
At the Meeting, stockholders will be asked to consider and vote upon
two proposals: (1) the election of seven directors to serve until the 2000
Annual Meeting (the "Election of Directors") and (2) the ratification of the
selection of the Company's independent auditors (the "Ratification of
Auditors").
This Proxy Statement is dated March 27, 1999 and is first being mailed
to stockholders along with the related form of proxy on or about April 8, 1999.
If a proxy in the accompanying form is properly executed and returned
to the Company in time for the Meeting and is not revoked prior to the time it
is exercised, the shares represented by the proxy will be voted in accordance
with the directions specified therein for the matters listed on the proxy card.
Unless the proxy specifies that it is to be voted against or is an abstention on
a listed matter, proxies will be voted FOR the Election of Directors and FOR the
Ratification of Auditors and otherwise in the discretion of the proxy holders as
to any other matter that may come before the Meeting.
REVOCABILITY OF PROXY
Any stockholder of the Company who has given a proxy has the power to
revoke it at any time before it is voted either (i) by filing a written
revocation or a duly executed proxy bearing a later date with H. Haywood Miller
III, Executive Vice President and Secretary of the Company, at Arguss Holdings,
Inc., One Church Street, Rockville, Maryland 20850, or (ii) by appearing at the
Meeting and voting in person. Attendance at the Meeting will not in and of
itself constitute the revocation of a proxy. Voting by those present during the
Meeting will be by ballot.
RECORD DATE, OUTSTANDING SECURITIES AND VOTES REQUIRED
The Board of Directors of the Company has fixed the close of business
on March 26, 1999 as the record date (the "Record Date") for determining holders
of outstanding shares of Common Stock who are entitled to notice of and to vote
at the Meeting. As of the Record Date, there were approximately 129 stockholders
of record and 11,666,247 shares of Common Stock issued and outstanding.
Each share of Common Stock is entitled to one vote on each of the proposals.
Abstentions and broker non-votes are counted for purposes of
determining the number of shares represented at the Meeting, but are deemed not
to have voted on the proposals. Broker non-votes occur when a broker nominee,
holding shares in street name for the beneficial owner thereof, has not received
voting instructions from the beneficial owner and does not have discretionary
authority to vote. Each proposal requires the affirmative vote of a majority of
the shares of Common Stock present in person or represented by proxy and voting.
<PAGE>
ACCORDINGLY, ABSTENTIONS, BROKER NON-VOTES OR THE FAILURE TO EITHER RETURN A
PROXY OR TO ATTEND THE MEETING WILL BE DEEMED NOT TO HAVE VOTED ON THE ELECTION
OF DIRECTORS AND THE RATIFICATION OF AUDITORS.
The officers and directors of the Company will vote the shares of
Common Stock beneficially owned or controlled by them (representing
approximately 13.3% of the shares of Common Stock issued and outstanding) in
favor of the Election of Directors and the Ratification of Auditors.
PROPOSAL NUMBER ONE
ELECTION OF DIRECTORS
The directors of the Company are elected annually and hold office until
the next annual meeting of stockholders and until their successors have been
elected and shall have been qualified. Vacancies and newly-created directorships
resulting from any increase in the number of authorized directors may be filled
by a majority vote of the directors then in office.
The Board of Directors presently consists of seven persons. Each of the
directors was elected as director of the Company at the Company's 1998 Annual
Meeting of Stockholders.
Unless a stockholder WITHHOLDS AUTHORITY, the holders of proxies
representing shares of Common Stock will vote FOR the election of each of the
nominees listed below. The Board of Directors has no reason to believe that the
nominees will decline or be unable to serve as Directors of the Company.
However, if a nominee shall be unavailable for any reason, then the proxies may
be voted for the election of such person as may be recommended by the Board of
Directors.
The following table sets forth the age and title of each nominee
director and each executive officer of the Company who is not a director,
followed by descriptions of such person's additional business experience during
the past five years.
NOMINEES FOR ELECTION AS DIRECTOR
NAME AGE POSITION
Rainer H. Bosselmann 56 Chairman of the Board, Chief Executive
Officer, President and Director
Garry A. Prime 56 Director
William A. Barker 55 Director
James D. Gerson 55 Director
Richard S. Perkins, Jr. 62 Director
John A. Rolls 57 Director
Peter L. Winslow 68 Director
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
NAME AGE POSITION
H. Haywood Miller III 39 Executive Vice President and Secretary
Arthur F. Trudel, Jr. 49 Chief Financial Officer and Treasurer
RAINER H. BOSSELMANN. Mr. Bosselmann has been Chairman of the Board,
Chief Executive Officer and a Director of the Company since October, 1996, and
President of the Company since May, 1997. Since 1996, Mr. Bosselmann has served
as a principal with Holding Capital Group, Inc., a firm engaged in mid-market
acquisitions and investments. From 1991 through 1995, Mr. Bosselmann served as
the President of Jupiter National, Inc. ("Jupiter National"), a business
development company traded on the American Stock Exchange. Mr. Bosselmann was
formerly Vice Chairman of Johnston Industries, Inc. a publicly owned diversified
textile manufacturer, and Redlaw Industries, Inc. and Galtaco Inc., both of
which are publicly-held holding companies. Mr. Bosselmann is a past director of
Zoll Medical Corporation and numerous private companies.
<PAGE>
GARRY A. PRIME. Mr. Prime was Vice Chairman of the Board of the Company
from 1996 to May, 1997, and a Director of the Company since 1993. From 1993
through October, 1996, Mr. Prime served as Chairman of the Board and Chief
Executive Officer of the Company. He has been President of Sontek Industries,
Inc., a marketer of medical devices, since 1986.
WILLIAM A. BARKER. Mr. Barker has served as a Director of the Company
since September, 1991. Since 1966, Mr. Barker has held numerous management
positions within Markem Corporation, a privately-held manufacturer of in-plant
product identification machinery, where he is presently Vice President,
Manufacturing.
JAMES D. GERSON. Mr. Gerson has served as a Director of the Company
since January, 1992. In October, 1995, Mr. Gerson became Manager of the Hudson
Capital Appreciation Fund, an affiliate of Fahnestock & Co. Inc., an investment
banking firm. In March, 1993, Mr. Gerson became a Senior Vice President of
Fahnestock Co., Inc. Mr. Gerson also serves as a director of the following
public companies: Ag Services of America, Inc., a distributor of farm inputs;
American Power Conversion Corp., a manufacturer of uninterruptible power
supplies; Hilite Industries, Inc., a manufacturer of automobile components;
Energy Research Corp., a developer of advanced power generation systems; and
Evercel, Inc., a battery developer and manufacturer.
RICHARD S. PERKINS, JR. Mr. Perkins has served as a Director of the
Company since September, 1993. Since 1988, Mr. Perkins has served as a money
manager at Reynders, Gray & Company, Boston.
JOHN A. ROLLS. Mr. Rolls has served as a Director of the Company since
May, 1996. Since February, 1996, Mr. Rolls has served as President and Chief
Executive Officer of Thermion Systems International, a heating systems company.
Prior to that time, from November, 1992 to February, 1996, Mr. Rolls was
President and Chief Executive Officer of Deutsche Bank North America and from
1986 to 1992 Executive Vice President and Chief Financial Officer of United
Technologies Corporation. Mr. Rolls also serves as a director of the following
public companies: Bowater, Inc., a manufacturer of newsprint; and MBIA, Inc., an
insurance company.
PETER L. WINSLOW. Mr. Winslow has served as a Director of the Company
since December, 1996. Since 1992, Mr. Winslow has been President and Chairman of
Winslow, Evans & Crocker, Inc., a brokerage and financial services company, and
its holding company. Mr. Winslow was also a director of Jupiter National from
1991 to 1996.
H. HAYWOOD MILLER III. Mr. Miller has served as Executive Vice
President of the Company since February, 1997, and Secretary of the Company
since May, 1997. From 1990 to 1997, Mr. Miller was general counsel and portfolio
manager of Jupiter National.
ARTHUR F. TRUDEL, JR. Mr. Trudel has served as Chief Financial Officer
of the Company since March, 1997, and Treasurer of the Company since May, 1997.
From October, 1988 to March, 1997, Mr. Trudel was Senior Vice President and
Chief Financial Officer of JHM Capital Corporation.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors has established an Audit Committee, the current
members of which are Messrs. Barker, Gerson and Rolls; a Compensation Committee,
the current members of which are Messrs. Perkins, Rolls and Winslow; and an
Executive Committee, the current members of which are Messrs. Bosselmann, Gerson
and Winslow. The Board of Directors has not established a Nominating Committee.
<PAGE>
The functions of the Audit Committee are to recommend annually to the
Board of Directors the appointment of the independent certified public
accountants for the Company, discuss and review the scope and the fees of the
prospective annual audit and review the results thereof with the independent
certified public accountants, review and approve nonaudit services of the
independent certified public accountants, review compliance with existing major
accounting and financial policies of the Company, review the adequacy of the
financial organization of the Company, and review management's procedures and
policies relative to the adequacy of the Company's internal accounting controls
and compliance with federal and state laws relating to accounting practices.
The functions of the Compensation Committee are to review and determine
the appropriateness of the compensation arrangements of the executive officers
of the Company in light of such factors as individual and Company performance,
that of executive officers of companies in similar industries and of comparable
size and general economic conditions.
The Executive Committee has been authorized to act on behalf of the
full Board of Directors in instances where the convening of the entire Board of
Directors is impractical or when the matter at issue is considered not to
require consideration of the full Board.
During 1998, the Board of Directors held four meetings, and one meeting
of each of the Audit Committee and the Compensation Committee was held. The
Executive Committee did not meet during 1998. During 1998, each Director of the
Company attended all of the meetings of the Board of Directors and the meetings
of any committee upon which he served, except that John Rolls attended 50% of
the meetings of the Board of Directors.
DIRECTORS' COMPENSATION
Each non-employee director of the Company is entitled to receive $500
for each meeting of the Board of Directors attended plus expenses. Messrs.
Bosselmann and Prime receive no compensation for their services as Directors.
The Directors receive no compensation for attending Committee meetings.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent of
its Common Stock, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission (the "Commission"). Officers, directors and
greater than ten percent stockholders are required by the Commission to furnish
the Company with copies of all Section 16(a) forms that they file.
Based solely on its review of the copies of such forms received by it,
the Company believes that during 1998 its officers, directors and stockholders
holding greater than ten percent of the outstanding shares of the Company
complied with all filing requirements applicable to them except that Messrs.
Bosselmann, Miller and Trudel were each late in filing one Form 4 with respect
to their 1998 stock option grants.
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following Summary Compensation Table sets forth the cash
compensation and certain other components of the compensation of Rainer H.
Bosselmann, the Chief Executive Officer of the Company, and the other most
highly compensated executive officers of the Company in 1998. None of the named
executive officers has an employment agreement with the Company.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
==================================== ======================================== ============================= ====================
ANNUAL COMPENSATION
------- ----------- ---------- ---------
NAME AND PRINCIPAL LONG TERM ALL OTHER
POSITION YEAR SALARY BONUS OTHER COMPENSATION AWARDS COMPENSATION
-------------------
SECURITIES UNDERLYING
OPTIONS
==================================== ------- ----------- ---------- --------- ----------------------------- ====================
RAINER H. BOSSELMANN 1998 $150,000 - - - -
CHAIRMAN OF THE BOARD 1997 $132,692 $100,000 - 50,000 -
AND CHIEF EXECUTIVE 1996 $9,615 - - 150,000 -
OFFICER(1) -
==================================== ------- ----------- ---------- --------- ----------------------------- ====================
H. HAYWOOD MILLER, III 1998 $120,000 - - - -
EXECUTIVE VICE PRESIDENT 1997 $95,940 $80,000 - 30,000 -
AND SECRETARY(2) 1996 $6,079 - - 100,000 -
==================================== ======= =========== ========== ========= ============================= ====================
ARTHUR F. TRUDEL, JR. 1998 $120,000 - - - -
CHIEF FINANCIAL OFFICER 1997 $73,595 $80,000 - 80,000 -
AND TREASURER(3) 1996 - - - - -
-
==================================== ======= =========== ========== ========= ============================= ====================
</TABLE>
(1) Mr. Bosselmann became Chairman of the Board and Chief Executive Officer
of the Company on October 7, 1996.
(2) Mr. Miller became Executive Vice President of the Company in February
1997.
(3) Mr. Trudel became Chief Financial Officer of the Company in March 1997.
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST YEAR AND YEAR-END OPTION VALUES
The following table sets forth information with respect to the exercise
of stock options by named executive officers during 1998, the number of
unexercised stock options held by each named executive officer on December 31,
1998, and the value of the unexercised in-the-money options at that date. The
options shown in the table were granted during the years 1996 and 1997. All
outstanding options were vested as of December 31, 1998, and, therefore, are
currently exercisable.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
- ----------------------------- --------------------- --------------------- ------------------- ---------------------
Number of
Securities Value of
Underlying Unexercised
Shares Unexercised Options In-The-Money
Acquired On Value At Options At
EXERCISE (#) REALIZED YEAR-END (#) YEAR-END($)(1)
Name Exercisable Exercisable
- ----------------------------- --------------------- --------------------- --------------------- ---------------------
Rainer H. Bosselmann 17,000 $183,000 183,000 $2,383,000
- ----------------------------- --------------------- --------------------- --------------------- ---------------------
H. Haywood Miller III - - 130,000 $1,748,000
- ----------------------------- --------------------- --------------------- --------------------- ---------------------
Arthur F. Trudel, Jr. - - 80,000 $872,000
- ----------------------------- --------------------- --------------------- --------------------- ---------------------
</TABLE>
- -------------------
(1) The value of unexercised in-the-money options at December 31, 1998, was
determined by taking the difference between the fair market value of the
Company's Common Stock on December 31, 1998 and the option exercise price,
multiplied by the number of shares underlying such options at that date.
The values have not been realized and may not be realized. The options have
not been exercised and may never be exercised. In the event the options are
exercised, their value will depend upon the fair market value of the
underlying the Company's Common Stock on the date of exercise.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors of the Company is
composed of three non-employee directors. It is responsible for, among other
matters, establishing policies applicable to the compensation of the Company's
executive officers and reporting on such policies to the Board of Directors and
stockholders; determining the salaries, incentive compensation and other
remuneration of executive officers of the Company who are directors; and
reviewing salaries, compensation and remuneration for all other officers of the
Company. The Committee regularly reviews the effectiveness of the Company's
executive compensation practices and revises them as appropriate. This is a
report on the compensation philosophy of the Committee and its executive
compensation activities during 1998.
REPORT ON EXECUTIVE COMPENSATION
The Audit and Compensation Committee ("Committee") of the Board of
Directors administers the compensation of the executive officers of the Company.
During 1998, 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 1998.
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.
<PAGE>
Salaries for all 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
1998, the Committee determined the compensation of three executive officers
whose salaries were not increased.
In addition to paying a base salary, the Company in recent years has
provided for incentive compensation which is tied to overall performance with a
heavy emphasis on profitability. Individual awards are recommended by senior
management for consideration and approval by the Committee.
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 and the individual's level or responsibility within the
organization. The Committee's objective is to further encourage persons
receiving stock options 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 one-year period and have a term of five to ten years.
Directors' options vest over a one-year period and have a term of five years.
During fiscal year 1998, no stock options were granted to executive officers.
Peter L. Winslow, Chairman
Richard S. Perkins, Jr.
John A. Rolls
PERFORMANCE GRAPH
The following graph compares the cumulative return for the Company's
Common Stock during the five years commencing January 1, 1994, with the NASDAQ
US Stock Index and its designated Peer Group. The Company has selected Mastec,
Inc., MYR Group, Inc., Able Telecom Holding Corp. and Dycom Industries, Inc. as
its Peer Group. The graph assumes $100 was invested on January 1, 1994 in the
Company's Common Stock and $100 in each of the NASDAQ US Stock Index and the
Peer Group. The comparison assumes that all dividends are reinvested.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
NASDAQ US 100 98 138 170 209 293
PEER GROUP 100 87 114 248 250 335
COMPANY 100 44 183 210 483 625
-------- ------ ------- ------- ------- -------
1993 1994 1995 1996 1997 1998
The above is the tabular form of the performance graph that appears in
the proxy statement. A paper copy of the performance graph has been submitted to
the Division of Corporation Finance of the Securities and Exchange Commission.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with regard to the
beneficial ownership of the Common Stock of the Company as of February 12, 1999
by (i) each stockholder who is known by the Company to beneficially own in
excess of 5% of the outstanding shares of Common Stock, (ii) each director,
(iii) the Company's Chief Executive Officer and the other three individuals
named in the Summary Compensation Table and (iv) the directors and all executive
officers as a group.
Number of Shares of Percent of
Name and Address Common Stock Common
OF BENEFICIAL OWNER(1) BENEFICIALLY OWNED STOCK (2)
--------------------- ------------------- ----------
Rainer H. Bosselmann 849,670 (3) 7.5%
Garry A. Prime 187,014 (4) 1.7%
Richard S. Perkins, Jr. 59,000 (5) (11) *
William A. Barker 11,000 *
James D. Gerson 445,696 (6) (7) (11) 3.9%
John A. Rolls 16,000 (11) *
Peter L. Winslow 53,967 (8) (11) *
Dennis A. Nolin 780,663 7.2%
Ronald D. Pierce 1,500,000 13.8%
David A. Pouliotte 790,963 7.3%
H. Haywood Miller III 182,404 (9) 1.6%
Arthur F. Trudel 80,900 (10) (12) *
All Directors and Executive 1,885,651 (3) (4) 16.7%
Officers as a group (9 persons) (5)(6)(7)(8)(9)(10)(11)(12)
- ---------------------------
*Less than 1%
(1) The address for Messrs. Bosselmann, Prime, Barker, Gerson, Perkins, Rolls,
Winslow, Nolin, Pierce, Pouliotte, Miller and Trudel is c/o Arguss Holdings,
Inc., One Church Street, Rockville, Maryland 20850.
(2) Pursuant to the rules of the Securities and Exchange Commission,
shares of Common Stock which an individual or group has a right to acquire
within 60 days pursuant to the exercise of options or warrants are deemed to be
outstanding for the purpose of computing the percentage ownership of that
individual or group, but are not deemed to be outstanding for the purpose of
computing the percentage ownership of any other person shown in the table.
(3) Includes options to purchase 183,000 shares of Common Stock held by
Mr. Bosselmann which are presently exercisable. Does not include options to
purchase 50,000 shares of Common Stock held by Holding Capital Group, Inc. which
are presently exercisable and of which Mr. Bosselmann is a principal.
<PAGE>
(4) Includes 116,348 shares of Common Stock owned by Sontek Industries, Inc.,
of which Mr. Prime is President, Director and a significant shareholder.
(5) Includes [37,000] shares of Common Stock held of record by Mr.
Perkins' wife, in which Mr. Perkins disclaims any beneficial interest.
(6) Excludes [3,000] shares of Common Stock held of record by Mr.
Gerson's wife, as custodian for two minor children, in which Mr. Gerson
disclaims any beneficial interest.
(7) Includes 116,348 shares of Common Stock held by Sontek Industries, Inc., of
which Mr. Gerson is a director and a significant shareholder.
(8) Includes [1,502] shares of Common Stock held of record by Mr. Winslow's
spouse, in which Mr. Winslow disclaims any beneficial interest.
(9) Includes options to purchase 130,000 shares of Common Stock held by Mr.
Miller which are presently exercisable and 70 shares owned by Mr. Miller's minor
children.
(10) Includes options to purchase 80,000 shares of Common Stock held by Mr.
Trudel which are presently exercisable.
(11) Includes options to purchase 10,000 shares of Common Stock held by
Messrs. Perkins, Barker, Gerson, Rolls, and Winslow which are presently
exercisable.
(12) Includes 400 shares of Common Stock held by minor children of Mr. Trudel in
which Mr. Trudel disclaims any beneficial interest.
PROPOSAL NUMBER TWO
RATIFICATION OF INDEPENDENT ACCOUNTANTS
The persons named in the enclosed proxy will vote to ratify the
selection of KPMG Peat Marwick LLP as the Company's independent public
accounting firm for the fiscal year ending December 31, 1999 unless otherwise
directed by the stockholders. A representative of KPMG Peat Marwick is expected
to be present at the meeting, will have the opportunity to make a statement if
he or she desires to do so and is expected to be available to respond to
appropriate questions.
THE OFFICERS AND DIRECTORS OF THE COMPANY WILL VOTE THE SHARES OF
COMMON STOCK BENEFICIALLY OWNED OR CONTROLLED BY THEM (REPRESENTING
APPROXIMATELY 13.3% OF THE SHARES OF COMMON STOCK ISSUED AND OUTSTANDING) IN
FAVOR OF THE ELECTION OF DIRECTORS AND THE RATIFICATION OF AUDITORS.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE
ELECTION OF DIRECTORS AND THE RATIFICATION OF AUDITORS.
STOCKHOLDER PROPOSALS
In order to be considered for inclusion in the Proxy Statement relating
to the 2000 Annual Meeting, any proposal by a record holder of Common Stock must
be received by the Company at its principal offices in Rockville, Maryland on or
before December 9, 1999. A proponent of such a proposal must comply with the
proxy rules under the Securities Exchange Act of 1934, as amended.
<PAGE>
SOLICITATION
All costs and expenses associated with soliciting proxies will be borne
by the Company. In addition to the use of the mails, proxies may be solicited by
the directors, officers and employees of the Company by personal interview,
telephone or telegram. Directors, officers and employees will not be
additionally compensated for such solicitation but may be reimbursed for their
out-of-pocket expenses. Arrangements will also be made with custodians, nominees
and fiduciaries for the forwarding of solicitation material to the beneficial
owners of Common Stock and the Company will reimburse custodians, nominees and
fiduciaries for their reasonable out-of-pocket expenses incurred in connection
therewith.
FINANCIAL STATEMENTS
The balance sheets of the Company as of December 31, 1998 and 1997, the
related statements of operations, stockholders' equity and cashflows and
management's discussion and analysis of financial condition and results of
operation for the three years then ended, are incorporated herein by reference
to the Company's 1998 Annual Report to Securityholders.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors is not
aware of any other business or matters to be presented for consideration at the
Meeting other than as set forth in the Notice of Meeting attached to this Proxy
Statement. However, if any other business shall come before the Meeting or any
adjournment or postponement thereof and be voted upon, the enclosed proxy shall
be deemed to confer discretionary authority on the individuals named to vote the
shares represented by the proxy as to any such matters.
ANNUAL REPORT ON FORM 10-K
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH BENEFICIAL HOLDER OF
ITS COMMON STOCK ON THE RECORD DATE, UPON THE WRITTEN REQUEST OF ANY SUCH
PERSON, COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
ENDED DECEMBER 31, 1998, AS FILED WITH THE COMMISSION. ANY SUCH REQUEST SHOULD
BE MADE IN WRITING TO SECRETARY, ARGUSS HOLDINGS, INC., ONE CHURCH STREET,
ROCKVILLE, MARYLAND 20850.
<PAGE>
PROXY CARD
PROXY ARGUSS HOLDINGS, INC. PROXY
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS MAY 14, 1999
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints H. Haywood Miller III and Rainer H.
Bosselmann, and each of them, attorneys with full power of substitution, to vote
as directed below all shares of Common Stock of Arguss Holdings, Inc. registered
in the name of the undersigned, or which the undersigned may be entitled to
vote, at the Annual Meeting of Stockholders to be held at 780 Third Avenue, New
York, New York, on May 14, 1999, at 11:00 a.m. and at any adjournment or
postponement thereof.
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY to
(except as marked to the vote for all nominees
contrary below) listed below
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE STRIKE A
LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
Rainer H. Bosselmann, Garry A. Prime, William A. Barker, James D. Gerson,
Richard S. Perkins, Jr., John A. Rolls, Peter L. Winslow.
2. APPROVAL OF THE RATIFICATION OF AUDITORS.
FOR AGAINST ABSTAIN
3. As such proxies may in their discretion determine in respect of any
other business properly to come before said meeting (the Board of Directors
knowing of no such other business).
The directors recommend a vote FOR items 1 and 2.
(Continued on reverse side)
<PAGE>
(Continued from other side)
UNLESS THE STOCKHOLDER DIRECTS OTHERWISE, THIS PROXY WILL BE VOTED FOR ITEMS 1
AND 2 AS PROPOSED.
PLEASE DATE, SIGN AND RETURN IN THE ENVELOPE PROVIDED.
(Please sign in the same form as name appears hereon. Dated ____________, 1999
Executors and other fiduciaries should indicate
their titles. If signed on behalf of a corporation, ___________________________
give title of officer signing).
___________________________
Signature of Stockholder(s)
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL
MEETING OF STOCKHOLDERS TO BE HELD MAY 14, 1999.
