SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
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): December 22, 1999
____________________
MYR GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-8325 36-3158643
(State or other jurisdiction of (Commission File (IRS Employer
incorporation or organization) Number) Identification No.)
1701 W. Golf Road
Suite 1012, Tower Three
Rolling Meadows, Illinois 60008
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (847) 290-1891
____________________
Item 5. Other Events.
On December 22, 1999, MYR Group Inc. (the "Company") and GPU Inc.
("Parent") announced that they had entered into an Agreement and Plan
of Merger (the "Merger Agreement") pursuant to which GPX Acquisition
Corp., a Delaware corporation and wholly-owned subsidiary of Parent
("Purchaser"), will commence a cash tender offer (the "Offer"), to
purchase all the issued and outstanding shares of common stock of the
Company, $0.01 par value per share (the "Shares"), at a price of $30.10
per Share, net to the seller in cash, without interest thereon, subject
to the terms and conditions of the Offer. The obligation of Purchaser
to accept for payment or pay for Shares is subject to the satisfaction
of the condition that there shall be validly tendered in accordance
with the terms of the Offer prior to the expiration date of the Offer
and not withdrawn a number of Shares which, together with the Shares
then owned by Parent and Purchaser, represents at least a majority of
the Shares outstanding on a fully diluted basis, and certain other
conditions. The Merger Agreement provides that, following the
consummation of the Offer, upon the satisfaction or waiver of certain
conditions, Purchaser will be merged with and into the Company (the
"Merger"), with the Company continuing as the surviving corporation
(the "Surviving Corporation"). In the Merger, each Share outstanding
immediately prior to the effective time of the Merger (other than
Shares held in the treasury of the Company, Shares owned by Parent,
Purchaser or any other wholly owned subsidiary of Parent, or Shares
held by stockholders who properly perfect their dissenters' rights
under the Delaware General Corporation Law) will be converted, by
virtue of the Merger and without any action by the holder thereof, into
the right to receive $30.10 per Share (or any higher price paid per
Share in the Offer) (the "Offer Price"), net to the seller in cash,
without interest thereon.
As of December 21, 1999, there were approximately 6,429,135 Shares
issued and outstanding. The transaction is subject to various
regulatory approvals, including Hart-Scott-Rodino clearance and Public
Utility Holding Company Act clearance, and to the satisfaction of
certain other conditions, and also provides for the payment of a break-
up fee.
The joint press release of the Company and Parent announcing the
signing of the Merger Agreement is filed herewith as Exhibit 99.1 and
is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
Exhibit
Number Description of Exhibit
99.1 Press Release dated December 22, 1999, of MYR Group Inc. and
GPU Inc. announcing the signing of the Merger Agreement.
2
SIGNATURE
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.
MYR GROUP INC.
By: /s/ Charles M. Brennan III
Charles M. Brennan III
Chairman and Chief Executive Officer
Dated: December 22, 1999
3
EXHIBIT 99.1
========================================================================
News Release
GPU, Inc.
[GPU LOGO] 300 Madison Avenue
Morristown, NJ 07962
Tel 973-455-8200
Date: December 22, 1999
Contact: Jeff Dennard-973-455-8333
Investor Contact: Joanne Barbieri-973-455.8720
For Release: Immediately
Release Number: 99-46
GPU to Acquire MYR Group Inc., a Utility Infrastructure Construction Company
New Utility Services Organization Complements Core Business
Morristown, NJ and Rolling Meadows, IL - GPU, Inc. (NYSE: GPU) and MYR
Group Inc. (NYSE: MYR) today announced that the two companies have
reached an agreement under which GPU will acquire the suburban Chicago-
headquartered utility infrastructure construction firm for $215 million
cash or $30.10 per share. The transaction will make MYR Group Inc. a
wholly owned subsidiary of GPU, Inc. The purchase is expected to be
completed in the first quarter of 2000.
Under the terms of the merger agreement between GPU and MYR, which was
approved unanimously by MYR's Board of Directors, a subsidiary of GPU
is expected to start a tender offer for all of the outstanding shares
of MYR no later than December 29, 1999.
The offer is subject to the conditions that a majority of the shares
are tendered, approval by the Securities Exchange Commission under the
Public Utility Holding Company Act of 1935 and other customary
conditions. If the tender offer is successful, it will be followed as
promptly as possible by a merger in which any remaining shares of MYR
stock will be converted into the right to receive $30.10 per share in
cash.
"This is a major step in building a platform for the non-regulated
portion of our business," said GPU, Inc. Chairman, President and Chief
Executive Officer Fred D. Hafer. "This acquisition advances our
infrastructure and utility services business strategy by building an
organization that operates in both the regulated and non-regulated
sectors. It will also assist us in achieving our earning per share
growth rate goal of five percent per year."
MYR was founded in 1891, with its principal business consisting of
utility infrastructure and commercial and industrial contracting
services. MYR is the fifth largest specialty contractor in the U.S.,
comprised of eight operating subsidiaries with offices spanning the
country. MYR had 1998 revenues and net income of $459 million and $8
million, respectively. The labor force consists of 355 salaried
employees and, depending on the level of contract activity, about 4,000
hourly paid employees. Hafer noted that most of MYR's non-management
workforce is represented by the IBEW, the same union that represents
most of the bargaining unit employees of GPU's transmission and
distribution subsidiary, GPU Energy. Hafer further noted that a key to
future success for both MYR and GPU would be continued strong working
relationships with organized labor.
"We have been very selective in seeking a partner," said Charles M.
Brennan III, chairman and CEO of MYR. "We were committed to securing
the best deal for our shareholders and have succeeded. We also were
determined to become part of a growing energy services company and one
that fully appreciates the unique value we could add to its existing
capabilities. It is clear that GPU has a well-defined vision of how it
will build a highly profitable non-regulated business segment and sees
us as a key element of that effort. Our board and management team took
great comfort in this being a good business fit of companies with
shared common values."
Under the acquisition agreement, Brennan will stay on as a senior
consultant to MYR. William (Bill) S. Skibitsky, currently president
and chief operating officer of MYR, will assume the role of CEO in
addition to his current roles. Initially, Skibitsky will report
directly to Hafer. Berenson Minella & Company acted as financial
advisor to MYR in this transaction and provided a fairness opinion to
the MYR Board of Directors.
" MYR, with its demonstrated ability to succeed in the highly
competitive utility infrastructure construction business, is an
important addition to GPU and one from which we can learn. This allows
us to compete in a new area of utility services without straying from
our core business," said Hafer. "It is our intent to have MYR continue
to operate with the same entrepreneurial culture that brought them
their present success."
GPU, Inc. (NYSE: GPU), headquartered in Morristown, NJ, is a registered
public utility holding company providing utility and utility related
services to customers throughout the world. GPU serves 4.6 million
customers directly through its electric distribution subsidiaries --
GPU Energy in the United States, Midlands Electricity plc. in the
United Kingdom and GPU Emdersa in Argentina. It serves another 1.4
million customers indirectly through its electric and gas transmission
subsidiaries, GPU GasNet and GPU PowerNet in Australia. GPU's revenues
were $ 4.3 billion and its total assets were $16.3 billion in 1998.
Other GPU subsidiaries include GPU Advanced Resources, Inc., GPU
International, Inc., GPU Nuclear, Inc., GPU Service, Inc. and GPU
Telcom Services, Inc. (http://www.gpu.com)
# # #
Media Advisory:
Interested members of the media are invited to participate in a noon
media call-in with Fred D. Hafer, chairman, president and chief
executive officer of GPU and Charles M. Brennan III, chairman and chief
executive officer of MYR Group. Please call 800 865-4435 at 11:55 a.m.
EST, December 22, 1999.
(MYR FACT SHEET ATTACHED)
Facts about: MYR Group, Inc.
Founded: In 1982 as a holding company whose main subsidiary was
established in 1891 by Lewis E. Myers.
1998 Revenues: $459 million
Listed: New York Stock Exchange: MYR
Business: Through its subsidiaries, MYR Group provides a complete
range of power line and commercial/industrial electrical
construction services for electric utilities,
telecommunications providers, commercial/ industrial
facilities, and government agencies across the U.S. It
also offers mechanical construction and maintenance
services for steel, industrial and power generation
clients.
Specific services include: constructing and maintaining
power lines of up to 765kV; offering complete electrical
systems wiring for high-tech manufacturing, clean rooms,
power plants, airports, petrochemical facilities and
healthcare/hospital facilities; providing gas
installations, construction and maintenance services;
constructing PCS and cellular towers for the wireless
communications market; offering all phases of electrical
construction in traffic and light rail signalization.
Major
Subsidiaries: -The L.E. Myers Co. - serving the Southeast, Midwest and
Northeast
-Harlan Electric Company - Michigan and Ohio Valley
-Sturgeon Electric Company, Inc. - Western U.S.
-Hawkeye Construction, Inc. - Northwestern U.S.
-D.W. Close Company, Inc. - Washington and Northwest
Financial: -5-year revenue growth thru '98: 52%
-5-year diluted EPS growth: 30%
-1998 earnings: $7.9 million or $1.20
per share diluted,
up 38%
-1999/9 mos. earnings: $9.3 million or $1.38
diluted, up 68%
-Backlog at 9/30/99: $178 million (normally
completed within 12
months)
Management Team: Charles M. Brennan III, Chairman and Chief
Executive Officer
William S. Skibitsky, President and Chief Operating
Officer
William A. Koertner, Chief Financial Officer and
Treasurer
Byron D. Nelson, Senior Vice President, General
Counsel and Secretary
Growth Strategy: Actively pursue new alliances with utility clients
and expand telecommunications work. In the
commercial/industrial business, grow its design/build
capabilities and integrate electrical and mechanical
service offerings to better meet client needs.
Concentrate on internal growth, cost control, safety,
training and productivity improvements to increase
profit margins.
12/22/99