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): April 14, 2000
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) 401-8200
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ITEM 5. OTHER EVENTS.
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As previously reported, on December 21, 1999, GPU, Inc. ("the Company") and
its wholly-owned subsidiary, GPX Acquisition Corp. ("Acquisition Corp."),
entered into an Agreement and Plan of Merger ("Agreement") with MYR Group Inc.
("MYR"), under which, among other things, Acquisition Corp. agreed to acquire
all of the issued and outstanding shares of MYR for $30.10 per share, or
approximately $215 million. Thereafter, as provided in the Agreement, the
Company and Acquisition Corp. commenced a cash Tender Offer to acquire MYR's
common stock.
On April 14, 2000, the Securities and Exchange Commission issued an Order
under the Public Utility Holding Company Act of 1935 authorizing GPU's and
Acquisition Corp.'s acquisition of MYR. All other conditions precedent to the
Tender Offer had been previously satisfied. Accordingly, at 6:00 p.m. on April
14, 2000, the Tender Offer expired in accordance with its terms, and on April
17, 2000, Acquisition Corp. accepted the approximately 93% of MYR's shares which
had been validly tendered.
The Company expects to complete the merger of MYR with and into Acquisition
Corp. before the end of April.
A copy of GPU's related news release is annexed as an exhibit.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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(c) Exhibit
1. GPU News Release, dated April 14, 2000.
<PAGE>
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: April 18, 2000
EXHIBIT TO BE FILED BY EDGAR
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(c) 1 GPU News Release, dated April 14, 2000.
Exhibit (c) 1
GPU News Release
April 14, 2000
GPU, Inc. Successfully Completes the Tender Offer for MYR Group Inc.
MORRISTOWN, N.J. - April 14, 2000 - GPU, Inc. today announced the successful
completion of its tender offer for all of the outstanding shares of Common Stock
of MYR Group Inc.
The tender offer was made through GPX Acquisition Corp., its direct wholly owned
subsidiary. The tender offer was completed after GPU received authorization
under the Public Utility Holding Company Act from the Securities and Exchange
Commission for GPX Acquisition Corp. to acquire MYR Group.
The tender offer expired today at 6:00 p.m., New York City time, at which time
approximately 6,241,416 shares of Common Stock of MYR Group had been tendered
(including 152,596 shares tendered by notice of guaranteed delivery). This
represents approximately 93.0% of the outstanding shares of Common Stock of MYR
Group. GPU will accept for payment all the shares of Common Stock tendered at
the tender offer price of $30.10 per share.
GPU, Inc., headquartered in Morristown, N.J., 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.
MYR Group Inc., headquartered in Rolling Meadows, IL, was founded in 1891, with
its principal business consisting of utility infrastructure and commercial and
industrial contracting services. MYR Group is the fifth largest specialty
contractor in the U.S., comprised of eight operating subsidiaries with offices
spanning the country. MYR Group had 1999 revenues and net income of $477 million
and $9 million, respectively.
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Contact:
GPU, Inc., Morristown, N.J.
Ned Raynolds, 973/401-8294
(http://www.gpu.com)
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