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 27, 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 April 14, 2000, the tender offer by GPU, Inc.
("the Company") and its wholly-owned subsidiary, GPX Acquisition Corp.
("Acquisition Corp.") to acquire all of the outstanding shares of common stock
of MYR Group Inc. ("MYR") for $30.10 per share, or for a total of approximately
$215 million, expired by its terms. Accordingly, beginning on April 18, 2000,
Acquisition Corp. purchased and paid for a total of 6,241,416 shares of MYR
common stock representing approximately 93% of MYR's outstanding common stock.
On April 26, 2000, MYR was merged with and into Acquisition Corp. in
accordance with Delaware law. MYR shareholders who did not tender their shares
pursuant to the tender offer will receive $30.10 per share for their MYR stock,
or may exercise their statutory appraisal rights under Delaware law.
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.
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(c) Exhibit
1. GPU News Release, dated April 27, 2000.
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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: May 1, 2000
EXHIBIT TO BE FILED BY EDGAR
(c) 1 GPU News Release, dated April 27, 2000.
Exhibit (c) 1
GPU News Release
April 27, 2000
GPU Completes Acquisition of MYR Group
MORRISTOWN, N.J. - April 27, 2000 - GPU, Inc. (NYSE: GPU) today announced that
it has completed its acquisition of MYR Group, Inc. (NYSE: MYR), an
infrastructure construction company based in Rolling Meadows, IL, for $215
million in cash.
GPU on April 14 announced the successful completion of its tender offer for all
of the outstanding shares of Common Stock of MYR made through GPX Acquisition
Corp., its direct wholly owned subsidiary. The tender offer was completed
following authorization for the acquisition from the Securities and Exchange
Commission under the Public Utility Holding Company Act.
Approximately 6,241,416 shares of Common Stock of MYR Group were tendered in
response to the GPU offer, or 93 percent of the outstanding shares of Common
Stock of MYR Group. GPU and MYR had executed a merger agreement on December 22,
1999 in which MYR agreed to be acquired by GPU.
"Now that we've come to know MYR better since our agreement to join forces last
December, we are more enthusiastic than ever about this merger," said Fred D.
Hafer, chairman and president of GPU. "MYR is a well-managed company with an
impressive record and is positioned in a fast-growing field which primarily
serves the growing needs of utilities, commercial and industrial customers and
telecommunications companies.
"We see opportunities for many synergies with MYR, including meeting the
outsourcing construction needs of GPU's utility operations and those of our
growing telecommunications business," Hafer said.
William S. Skibitsky, president and chief executive officer of MYR, said: "We
are excited about providing a platform for growth into the contracting and
construction services business at GPU. We see many new opportunities for MYR -
both in terms of being an outsourcing partner for GPU's regulated and
unregulated businesses, and being able to utilize GPU's mergers and acquisitions
expertise and access to capital."
GPU, Inc., 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 PowerNet and 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).
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MYR Group is a holding company of specialty electrical, telecommunications and
mechanical construction and maintenance service providers. The company conducts
its business through six regional operating subsidiaries and a network of
offices located throughout the continental United States. MYR Group offers
complete outsourcing in infrastructure installation and maintenance for electric
and gas utilities, industrial and commercial facilities, government
installations, telecommunication facilities, and transportation agencies. MYR
Group is one of the largest specialty contractors in the nation.
(http://www.myrgroup.com).
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Contact:
GPU, Inc.
Ned Raynolds, 973/401-8294
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