SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2 TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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MYR GROUP INC.
(NAME OF SUBJECT COMPANY)
GPU, INC.
GPX ACQUISITION CORP.
(BIDDERS)
COMMON STOCK, $0.01 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
554053108
(CUSIP NUMBER OF COMMON STOCK)
T.G. HOWSON
VICE PRESIDENT AND TREASURER
GPU, INC.
300 MADISON AVENUE
MORRISTOWN, NEW JERSEY 07962-1911
(973) 455-8200
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATION ON BEHALF OF BIDDERS)
WITH A COPY TO:
PAUL M. REINSTEIN, ESQ.
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
ONE NEW YORK PLAZA
NEW YORK, NEW YORK 10004-1980
(212) 859-8000
WITH A COPY TO:
DOUGLAS E. DAVIDSON, ESQ.
BERLACK, ISRAELS & LIBERMAN LLP
120 WEST 45TH STREET
NEW YORK, NEW YORK 10036
(212) 704-0100
This Amendment No. 2 filed on March 23, 2000 to the Schedule 14D-1
filed on December 29, 1999, relates to a tender offer by GPX Acquisition
Corp., a Delaware corporation ("Offeror"), a direct wholly owned subsidiary
of GPU, Inc., a Pennsylvania corporation ("Parent"), to purchase all issued
and outstanding shares of common stock, par value $.01 per share (the
"Common Stock") of MYR Group Inc., a Delaware corporation, at a purchase
price of $30.10 per share of Common Stock, net to the seller in cash,
without interest, upon the terms and subject to the conditions set forth in
the Offer to Purchase, dated December 29, 1999 and in the related Letter of
Transmittal.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following exhibit:
(a)(11) - Form of Press Release, as issued by Parent and Offeror on
March 23, 2000.
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated: March 23, 2000
GPU, INC.
By: /s/ T.G. Howson
------------------------------------
Name: T.G. Howson
Title: Vice President and Treasuer
GPX ACQUISITION CORP.
By: /s/ Dave Brauer
------------------------------------
Name: Dave Brauer
Title: Vice President
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION NO.
- ------- ---------------
(a)(12) -- Form of Press Release, as issued by Parent and Offeror on
March 23, 2000.
EX 99.(a)(12)
[Press Release]
Date: March 23, 2000
Contact: Ned Raynolds (973) 455-8294
For Release: Immediately
Release Number: 00-07
GPU, INC. EXTENDS EXPIRATION DATE OF TENDER OFFER
FOR MYR GROUP INC.
Morristown, NJ - GPU, Inc. (NYSE:GPU) today announced that its wholly owned
subsidiary GPX Acquisition Corp. has extended the expiration date of its
tender offer for all of the outstanding shares of common stock of MYR Group
Inc. (NYSE: MYR) to 12:00 midnight, New York City time, on April 13, 2000.
As of the close of business on March 23, 2000, approximately 3,659,576
shares of Common Stock of MYR, or approximately 56.9% of all shares of
Common Stock outstanding as of the commencement of the tender offer, were
tendered pursuant to the terms of the tender offer.
GPU is awaiting authorization under the Public Utility Holding Company Act
from the Securities and Exchange Commission to complete the transaction.
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 companies - GPU Energy in the US,
Midlands Electricity plc in the UK, and Emdersa in Argentina. It serves
another 1.4 million customers indirectly through its electric and gas
transmission subsidiaries GPU PowerNet and GPU GasNet in Australia. The
company's independent power project business units own interests in and
operate 22 projects in 7 countries and the US. GPU's 1999 revenues were
$4.8 billion and its total assets were $21.7 billion. GPU's other
subsidiaries include GPU Advanced Resources, Inc., GPU International, Inc.,
GPU Nuclear, Inc., GPU Service, Inc., and GPU Telcom Services, Inc.
(http://www.gpu.com).
