SEC FILE NO. 70-9599
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CERTIFICATE PURSUANT TO
RULE 24
OF PARTIAL COMPLETION OF TRANSACTIONS
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
GPU, INC.
GPX ACQUISITION CORP.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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In the Matter of )
)
GPU, INC. )
GPX ACQUISITION CORP. )
)
)
SEC File No. 70-9599 )
)
(Public Utility Holding )
Company Act of 1935) )
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To the Members of the Securities and Exchange Commission:
The undersigned, GPU, Inc. ("GPU") hereby certifies pursuant to Rule
24 of the General Rules and Regulations under the Public Utility Holding Company
Act of 1935, as amended, that certain of the transactions authorized by the
Commission's Order dated April 14, 2000, have been carried out in accordance
with the terms and conditions of, and for the purposes represented by, the
Application, as amended, in SEC File No. 70-9599 as follows:
At 6:00 p.m. on April 14, 2000, the tender offer made by GPU and its
wholly-owned subsidiary, GPX Acquisition Corp. ("Acquisition Corp."), to
acquire all of the issued and outstanding common stock of MYR Group Inc.
("MYR") for $30.10 per share expired by its terms. Accordingly, beginning
April 18, 2000, Acquisition Corp. purchased a total of 6,241,416 shares of
MYR common stock which had been validly tendered pursuant to the tender
offer, or approximately 93% of MYR's outstanding shares.
Thereafter, effective April 26, 2000, MYR merged with and into Acquisition
Corp. and became a wholly owned subsidiary of GPU in accordance with the terms
of the Agreement and Plan of Merger dated December 21, 1999, among MYR, GPU and
Acquisition Corp. ("Merger Agreement"). MYR shareholders who did not tender
their shares pursuant to the tender offer will receive $30.10 per share for
their MYR shares or may exercise their statutory appraisal rights under Delaware
law.
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Participants in MYR's restricted stock and stock option plans will have 20
days from the effective date of the merger to elect to receive $30.10 per share
in cash or shares of GPU common stock (calculated in accordance with the formula
provided in the Merger Agreement) for their restricted shares and stock options.
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SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE PUBLIC UTILITY HOLDING COMPANY
ACT OF 1935, THE UNDERSIGNED COMPANIES HAS DULY CAUSED THIS STATEMENT TO BE
SIGNED ON THEIR 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 28, 2000
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