SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): December 29, 1999
Commission Registrant, State of Incorporation, I.R.S. Employer
File Number Address and Telephone Number Identification No.
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1-6047 GPU, Inc. 13-5516989
(a Pennsylvania corporation)
300 Madison Avenue
Morristown, New Jersey 07962-1911
Telephone (973) 455-8200
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ITEM 5. OTHER EVENTS.
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As previously reported, on December 21, 1999, GPU, Inc. ("GPU") entered
into an Agreement and Plan of Merger ("Merger Agreement") to acquire all of the
outstanding shares of common stock of MYR Group, Inc. ("MYR") for $30.10 per
share, in cash, or a total purchase price of approximately $215 million.
In accordance with the Merger Agreement, on December 29, 1999, GPU,
through its wholly owned subsidiary GPX Acquisition Corp. ("GPX"), commenced a
cash tender offer to acquire all outstanding shares of MYR common stock.
Acceptance of and payment for MYR shares tendered pursuant to the offer is
subject to certain specified conditions, including the tender of not less than
50.1% of the outstanding MYR common stock (on a fully diluted basis) and
approval of the transactions by the Securities and Exchange Commission under the
Public Utility Holding Company Act of 1935. Assuming completion of the tender
offer, MYR would then be merged with and into GPX and become a wholly owned
subsidiary of GPU.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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(c) Exhibit
1. Schedule 14D-1, dated December 29, 1999, filed by GPU and
GPX under the Securities Exchange Act of 1934 -
incorporated by reference to such filing.
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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 THEREUNTO DULY AUTHORIZED.
GPU, INC.
By: /s/ T. G. Howson
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T. G. Howson, Vice President
and Treasurer
Date: December 29, 1999
