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 21, 1999
Commission Registrant, State of Incorporation, I.R.S. Employer
File Number Address and Telephone Number Identification No.
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.
On December 21, 1999, GPU, Inc. ("GPU") and MYR Group Inc. ("MYR")
entered into 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 a wholly owned
subsidiary of GPU. 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 and 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.
A copy of GPU's related news release is annexed as an exhibit.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibit
1. GPU News Release, dated December 22, 1999.
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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
T. G. Howson, Vice President
and Treasurer
Date: December 22, 1999
EXHIBIT TO BE FILED BY EDGAR
(c) 1 GPU News Release, dated December 22, 1999.
Exhibit (c) 1
GPU News Release
December 22, 1999
GPU to Acquire MYR Group Inc., a Utility Infrastructure Construction Company
New Utility Services Organization Complements Core Business
MORRISTOWN, N.J. - December 22, 1999 - GPU, Inc. and MYR Group Inc. 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
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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.
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)
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Contacts:
GPU, Inc., Morristown, N.J.
News Contact: Jeff Dennard, 973-455-8333
Investor Contact: Joanne Barbieri, 973-455.8720
(http://www.gpu.com)
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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,
hotels, 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
- Power Piping Company - Pennsylvania, Ohio Valley
- MYRcom, Inc. - Southeast and Southcentral
- ComTel Technology Inc. - Colorado and Arizona
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
25%
- 1999/9 mos. earnings: $9.3 million or $1.38
diluted, up 68%
- Backlog at 9/30/99: $172 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.
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