<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [ ]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
MYR GROUP INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
MYR GROUP INC.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[ ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
<PAGE> 2
MYR GROUP INC.
THREE CONTINENTAL TOWERS
1701 WEST GOLF ROAD,
SUITE 1012
ROLLING MEADOWS, ILLINOIS 60008
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MONDAY, MAY 12, 1997
The 1997 annual meeting of the stockholders of MYR Group Inc., a Delaware
corporation (the "Company"), will be held at the Meadows Corporate Center,
English Room, 2850 West Golf Road, Rolling Meadows, Illinois on Monday, May 12,
1997 commencing at 10:00 a.m., Chicago time, for the following purposes:
1. To elect two Class II directors.
2. To transact such other business as may properly come before the meeting
or any adjournment or adjournments thereof.
The close of business on March 25, 1997 has been fixed as the record date
for the meeting. Only stockholders of record at that date are entitled to notice
of and to vote at the meeting. A list of such stockholders will, for ten days
prior to the meeting, be open for examination by any stockholder, for any
purpose germane to the meeting, at the office of the Secretary of the Company,
Three Continental Towers, 1701 West Golf Road, Suite 1012, Rolling Meadows,
Illinois during regular business hours. You are cordially invited to attend the
meeting.
BY ORDER OF THE BOARD OF DIRECTORS
Byron D. Nelson
Secretary
Rolling Meadows, Illinois
April 9, 1997
THE FORM OF PROXY IS ENCLOSED. TO ASSURE THAT YOUR SHARES WILL BE VOTED AT THE
MEETING, PLEASE COMPLETE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN
THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
THE GIVING OF A PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND
THE MEETING.
<PAGE> 3
MYR GROUP INC.
THREE CONTINENTAL TOWERS
1701 WEST GOLF ROAD,
SUITE 1012
ROLLING MEADOWS, ILLINOIS 60008
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 12, 1997
This proxy statement is furnished to the stockholders of MYR Group Inc., a
Delaware corporation (the "Company"), in connection with the solicitation of
proxies by the Company's Board of Directors for use at the annual meeting of
stockholders (the "Annual Meeting") to be held at the Meadows Corporate Center,
English Room, 2850 West Golf Road, Rolling Meadows, Illinois on Monday, May 12,
1997 commencing at 10:00 a.m., Chicago time, and at any adjournment or
adjournments thereof.
This proxy statement and the accompanying form of proxy are first being
mailed to stockholders on or about April 9, 1997. Proxies will be solicited
principally by mail. Arrangements have been made with brokerage houses,
custodians, nominees and fiduciaries to forward the proxy materials to the
beneficial owners of common stock of the Company held of record by those firms.
The Company will reimburse banks, brokers or other nominees for the expenses
incurred in forwarding proxy material to beneficial owners. In addition, certain
directors and officers and other employees may solicit proxies, without
additional remuneration therefore, by personal contact, mail, telephone,
telegraph, or electronic communication. The Company will bear the cost of this
solicitation.
RECORD DATE, SHARES OUTSTANDING AND VOTING RIGHTS
The voting securities of the Company consist solely of its shares of common
stock, $1.00 par value ("Common Stock"), 3,247,378 of which were issued and
outstanding and entitled to vote at the close of business on March 25, 1997, the
record date for the Annual Meeting. Each holder of record of shares of Common
Stock at the record date is entitled to one vote for each share held on every
matter submitted to the Annual Meeting. The election of two Class II directors
will be determined by a plurality of the shares represented and entitled to vote
at the Annual Meeting. Broker votes, absent directions to the contrary from
beneficial holders, will be voted for the election of the nominees of the Board
of Directors. Any other business properly brought before the Annual Meeting will
be determined by a majority of the shares represented and entitled to vote at
the Annual Meeting. An automated system administered by the Company's transfer
agent will be used to tabulate the votes. Broker non-votes will be counted for
purposes of determining whether a quorum is present for the meeting. Broker
votes, absent directions to the contrary from beneficial holders, will be voted
for the election of the nominees of the Board of Directors.
Shares of Common Stock cannot be voted at the Annual Meeting unless the
holder of record is represented by proxy or present at the meeting in person.
The enclosed proxy is a means by which a stockholder may authorize the voting of
his shares at the Annual Meeting. When the stockholder has properly executed and
delivered the proxy, the shares represented thereby will be voted in accordance
with the instructions thereon. The enclosed proxy may be revoked by the
stockholder giving it at any time before it is exercised, either in person at
the meeting, by written notice to the secretary of the Company or by delivery of
any later-dated proxy.
1
<PAGE> 4
ELECTION OF DIRECTORS
The Company's Certificate of Incorporation provides that the Board of
Directors shall be divided into three classes, such classes to be as nearly
equal in number as possible. On January 3, 1995, in accordance with provisions
of the Agreement and Plan of Merger dated October 5, 1994 (as amended) (the
"Merger Agreement") by and among the Company, HMM Corporation (a wholly owned
subsidiary of the Company) and Harlan Electric Company ("Harlan"), the Board of
Directors amended the bylaws of the Company to provide that the number of
directors which shall constitute the whole Board of Directors be increased from
four to five and elected Mr. John M. Harlan as a Class I director to become the
fifth director of the Company. Mr. Harlan was re-elected by stockholders at the
1996 annual meeting of stockholders. The Board of Directors, currently consists
of two Class I directors (whose terms expire at the 1999 annual meeting of
stockholders), two Class II directors (whose terms shall expire at the Annual
Meeting) and one Class III director (whose term shall expire at the 1998 annual
meeting of stockholders).
The Board of Directors has nominated Mr. Allan E. Bulley, Jr. and Mr. Bide
L. Thomas for election as Class II directors at the Annual Meeting. Mr. Bulley
and Mr. Thomas are the incumbent Class II directors. It is intended that shares
represented by properly executed proxies will be voted at the Annual Meeting, in
the absence of contrary instructions, for the election of Mr. Bulley and Mr.
Thomas as Class II directors. Should either or both Mr. Bulley or Mr. Thomas be
unavailable for election for any reason, such proxies will be voted for a
substitute or substitutes nominated by the Board of Directors.
The following information is set forth below with respect to each nominee
and the incumbent directors: (i) his name, (ii) his age, (iii) all of his
positions and offices with the Company, (iv) his business experience during the
past five years, (v) his directorships in other publicly held companies, and
(vi) the period during which he has served as a director of the Company.
Class II Nominees -- Term expires 2000
ALLAN E. BULLEY, JR. (64) Director since 1992. Chairman (since 1991) and
Chief Executive Officer (since 1970) of Bulley and Andrews, a general
construction firm, Chicago, Illinois.
BIDE L. THOMAS (61) Director since 1993. Former President and Chief
Operating Officer of Commonwealth Edison Company, an investor owned electric
utility, Chicago, Illinois. Mr. Thomas is also a director of Northern Trust
Corporation, The Northern Trust Company and R. R. Donnelley & Sons Company.
Class I (Directors) -- Term expires 1999
WILLIAM G. BROWN (54) Director since 1990. Partner in the law firm of Bell,
Boyd & Lloyd, Chicago, Illinois since 1976. Mr. Brown is also a director of
Medicus Systems Corporation, Dovenmeuhle Mortgage, Inc., CFC International,
Inc., and Managed Care Solutions, Inc.
JOHN M. HARLAN (63) Director since 1995. Former Chairman and President of
Harlan Electric Company (1963 - 1994).
Class III Director -- Term expires 1998
CHARLES M. BRENNAN III (55) Director since 1986. Chairman (since 1988) and
Chief Executive Officer (since 1989) of the Company. Mr. Brennan is also a
director of UNR Industries, Inc. and Control Devices, Inc.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR
THE ELECTION OF ALLEN E. BULLEY, JR. AND BIDE L. THOMAS AS CLASS II DIRECTORS OF
THE COMPANY.
GOVERNANCE OF THE COMPANY BY ITS BOARD OF DIRECTORS
The bylaws of the Company require the Board of Directors to have an Audit
Committee and permit the Board of Directors to designate, by resolution, other
committees of the Board to have and exercise certain of
2
<PAGE> 5
the powers of the Board of Directors in the management of the business and
affairs of the Company. The primary functions of the Audit Committee are to
review the Company's interim and annual financial statements and the reports of
its management and auditors thereon, and to report its findings and
recommendations to the Board of Directors. The current members of the Audit
Committee are Mr. Brown (Chairman), Mr. Bulley, Mr. Harlan, Mr. Thomas and Mr.
Brennan (ex-officio). The Board of Directors has also established a Compensation
Committee. The current members of the Compensation Committee are Mr. Thomas
(Chairman), Mr. Brown and Mr. Bulley. The primary purposes of the Compensation
Committee are to administer the Company's stock option plans and incentive plans
and set the compensation of the Chief Executive Officer and other executive
officers. During 1996 the Board of Directors held four meetings, the Audit
Committee held two meetings and the Compensation Committee held two meetings.
During 1996, each director attended all meetings of the Board of Directors and
all meetings of committees of which he is a member.
COMPENSATION OF DIRECTORS
Each director of the Company who is not an employee of the Company or any
of its subsidiaries is paid a fee of $12,000 annually plus $1,000 for each
meeting of the Board of Directors or committee of the Board which he attends,
with a maximum of one meeting fee payable for any calendar day.
Under the terms of the 1993 Non-Employee Directors' Stock Option Plan
("1993 Plan") each non-employee director, upon his or her first election to the
Board of Directors, receives an option to purchase 10,000 shares of Common
Stock. The plan further provides that each director shall receive an option to
purchase an additional 1,000 shares of Common Stock on the date each annual
meeting of stockholders is held after the year in which the non-employee
director was first elected to Board of Directors. The terms of the initial
10,000 share grant and of each of the subsequent 1,000 share grants are: (i) the
option price shall be the average of the high and low prices of a share of
common stock on the New York Stock Exchange on the date of grant; (ii) the
option shall vest with respect to 25% of the shares six months after the date of
grant, with respect to an additional 25% of the shares one year after the date
of grant, with respect to an additional 25% of the shares two years after the
date of the grant, and with respect to the final 25% of the shares three years
after the date of the grant; (iii) the option shall expire ten years after the
date of the grant. On December 15, 1995, the Company paid a stock dividend of
one share of Common Stock for each three shares of Common Stock held by
stockholders as of the record date of November 30, 1995 (the "Stock Dividend").
Under the terms of the Company's stock option plans the number of shares subject
to the plans and to options granted under the plans are proportionately adjusted
in the event of a stock dividend or other events described in the plans. As a
result of the Stock Dividend the number of shares covered by the initial stock
option grants to Messrs. Brown, Bulley, Harlan and Thomas were adjusted from
10,000 shares to 13,334 shares. The number of shares covered by grants of option
on the dates of annual meetings of stockholders to Messrs. Brown, Bulley, Harlan
and Thomas were increased from 1,000 shares to 1,334 shares. In both
circumstances the exercise prices per share were reduced by twenty-five percent.
In accordance with the terms of the 1993 Plan, as a result of the Stock
Dividend, future initial grants will be in the amount of 13,334 shares and
future grants on the dates of annual meetings, including the Annual Meeting,
will be in the amount of 1,334 shares.
The stockholders approved the adoption of the 1996 Non-employee Director
Stock Ownership Plan ("1996 Plan") at the 1996 annual meeting of stockholders.
The 1996 Plan provides that a non-employee director has the right to elect to
receive his or her annual retainer in shares of restricted stock. The number of
shares to be received is determined by dividing the amount of the annual
retainer by the average of the closing sales prices of the Company's Common
Stock on each of the ten trading days immediately preceding the date of the
applicable annual meeting date, the date upon which the restricted shares are to
be granted under the 1996 Plan. The restrictions lapse on the fifth anniversary
date of the date of award or upon the director's earlier death, disability or
retirement from the Board of Directors. In 1996, Messrs. Brown and Bulley each
elected to receive his annual retainer in shares of restricted stock and each
will receive shares of restricted stock in lieu of his annual retainer for the
year commencing at the Annual Meeting.
3
<PAGE> 6
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
For the year ended December 31, 1996, the Company incurred legal fees for
services rendered in the amount of $667,940 to Bell, Boyd & Lloyd of which Mr.
Brown, a Director and member of the Compensation Committee, is a partner. The
Company anticipates that Bell, Boyd & Lloyd will continue to provide legal
services to the Company in 1997.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On January 3, 1995, the Company acquired all of the issued and outstanding
shares of capital stock of Harlan in accordance with the terms of the Merger
Agreement for a total consideration of $19,291,097 consisting of $13,611,557 of
cash, $3,737,430 in non-escrow notes and $1,942,110 in escrow notes. The non-
escrow notes provided that they may be converted into shares of Common Stock at
a conversion price of $12.6212 at any time after January 4, 1996 and before
January 3, 2002. The escrow notes provided that they may be converted into
shares of Common Stock at a conversion price of $12.6212 at any time after the
expiration of the representations and warranties of Harlan under the Merger
Agreement and before January 3, 2002. As a result of the Stock Dividend and in
accordance with the terms of the escrow and non-escrow notes the conversion
price was decreased to $9.4659. John M. Harlan and his five brothers and sisters
(the "Noteholders") received all of the escrow and non-escrow notes, aggregating
$5,679,540 which are convertible into shares of Common Stock under the terms of
the Merger Agreement. Both the escrow and non-escrow notes are for a term of
seven years with interest being paid semi-annually and the principal being
repaid in three equal payments on the fifth, sixth and seventh anniversary dates
of the notes respectively. The escrow and the non-escrow notes may be redeemed
by the Company at any time after January 3, 2000 or at any early time with the
consent of the Noteholder. To the extent provided in the Merger Agreement, the
Company may setoff against the escrow notes the amount of any damages the
Company may have as a result of claims related to inaccurate representations or
warranties of Harlan under the Merger Agreement. In exchange for his 61,223
shares of stock of Harlan, John M. Harlan, as trustee, received cash in the
amount of $989,417, a 7% convertible subordinated non-escrow note in the amount
of $537,098 and a 7% convertible subordinated escrow note in the amount of
$279,096.
EXECUTIVE OFFICERS OF THE COMPANY
The executive officers of the Company, their respective ages, positions
held and tenure as officers are set forth below:
<TABLE>
<CAPTION>
POSITION(S) HELD OFFICER OF THE
NAME AGE WITH THE COMPANY COMPANY SINCE
---- --- ---------------- --------------
<S> <C> <C> <C>
Charles M. Brennan III............ 55 Chairman and Chief Executive Officer 1988
William S. Skibitsky.............. 47 President and Chief Operating Officer of the
Company 1994
Byron D. Nelson................... 50 Senior Vice President, General Counsel and
Secretary 1984
Elliott C. Robbins................ 50 Senior Vice President, Chief Financial
Officer and Treasurer 1984
</TABLE>
- -------------------------
(1) Mr. Skibitsky was elected President and Chief Operating Officer of the
Company on July 23, 1996 and was elected President of The L. E. Myers Co. (a
wholly owned subsidiary of the Company) on May 12, 1994.
4
<PAGE> 7
EXECUTIVE COMPENSATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table, including the footnotes set forth below and on the
following page, shows for the years 1996, 1995, and 1994, the cash compensation
paid by the Company, as well as certain other compensation paid or accrued for
those years, to the named Executive Officers in all capacities in which they
served.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
------------------------------
AWARDS
ANNUAL COMPENSATION -------------------- PAYOUTS
-------------------------------- RESTRICTED -------
OTHER ANNUAL STOCK LTIP ALL OTHER
NAME AND SALARY BONUS COMPENSATION AWARD(S) OPTION/ PAYOUTS COMPENSATION
PRINCIPAL POSITION YEAR ($)(1) ($) ($)(2) (3) SARS(#) ($) ($)(4)
------------------ ---- ------ ----- ------------ ---------- ------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Charles M. Brennan......... 1996 307,500 217,500 68,000 161,250 0 74,833
Chairman and 1995 300,000 193,500 69,495(5) 0 40,000 69,546
Chief Executive Officer 1994 250,000 99,500 69,440(5) 0 0 64,865
William S. Skibitsky....... 1996 200,000 155,000 7,200 85,312 0 25,834
President and Chief 1995 163,850 102,000 8,070 0 13,334 11,996
Operating Officer 1994 101,540 40,000 5,352 0 33,334 27,413(6)
Elliott C. Robbins......... 1996 153,000 67,500 6,000 56,875 0 35,520
Senior Vice President 1995 150,000 76,000 6,864 0 16,667 27,757
Treasurer and Chief 1994 135,000 5,000 6,765 0 0 26,426
Financial Officer
Byron D. Nelson............ 1996 153,000 77,500 6,000 56,875 0 35,514
Senior Vice President 1995 150,000 76,000 6,862 0 16,667 27,746
General Counsel and 1994 130,000 50,000 6,730 0 0 25,669
Secretary
</TABLE>
- -------------------------
(1) Includes amounts deferred at the election of the named executive officers
under the 401(k) feature of the Company's Profit Sharing and Thrift Plan.
(2) Includes automobile allowances of $600, $500, and $500 per month for Messrs.
Skibitsky, Robbins, and Nelson respectively. Mr. Brennan is provided with an
automobile by the Company. Includes income related to premium costs of group
term life insurance in excess of $50,000 provided by the Company for 1994
and 1995. In 1996, the group term life insurance was limited to $50,000.
(3) The restrictions lapse on the 7th anniversary date of the date of grant or
upon the named executive officer's earlier death, disability of retirement.
The number of shares of restricted stock set forth in the table are the only
shares of restricted stock granted to the named executive officers. The
market value on the date of the grants to Messrs. Brennan, Skibitsky,
Robbins and Nelson are $161,250, $85,312, $56,875 and $56,875 respectively.
(4) Includes: (i) the vested portion of Company contributions to the Profit
Sharing and Thrift Plan and (ii) dividend equivalent payments under the
Company's Stock Option and Restricted Stock Plans on stock options held by
the named executive officers for all reported years. Includes amounts
accrued by the Company as unfunded liabilities for Mr. Robbins and Mr.
Nelson pursuant to Supplemental Retirement and Death Benefit Agreements
(SRDB Agreements) with them. Under the SRDB Agreements these named executive
officers are entitled, upon retirement or permanent disability, to an
aggregate amount equal to two times their highest base salary (Benefit
Amount) payable in 120 equal monthly installments over a period of 10 years
(or, in the event of death, to their beneficiary over 15 years). The Benefit
Amount is reduced by 15%, 25%, 33.33%, 40% and 45% in the event the named
executive officer retires at age 64, 63, 62, 61, or 60, respectively. No
benefit shall be paid in the event of the named executive officer's
retirement prior to age 60.
5
<PAGE> 8
(5) In 1991, in lieu of any other retirement not available generally to all
employees, Mr. Brennan was granted an option to purchase 50,000 shares of
Common Stock and borrowed the exercise price from the Company to exercise
the option. Included in the amount set forth is a payment of $68,000 to Mr.
Brennan which is equal to the amount of principal payment payable to the
Company by Mr. Brennan on December 31, 1994, 1995 and 1996 under the terms
of the promissory note evidencing the loan. Upon receipt, Mr. Brennan
immediately paid these amounts to the Company as payment of the principal
due on the note. The amount does not include an additional payment of
$32,148 for 1996, $37,506 for 1995 and $42,549 for 1994, which is equal to
the amount of interest accrued on the promissory note at the applicable
Federal rate under Section 1274(d) of the Internal Revenue Code of 1986, as
amended. On December 31, 1996, December 31, 1995 and December 31, 1994
respectively, Mr. Brennan received payments equal to these amounts which he
immediately paid to the Company as payment of the interest amount due on the
note. There is no net income or expense effect from these interest payments
since the interest income earned by the Company offsets the payment expense.
(See Employment Agreement -- C. M. Brennan III)
(6) Includes $23,288 of relocation related expenses paid by the Company which
expenses were associated with Mr. Skibitsky's relocation to the Chicago,
Illinois area following his employment by the Company.
STOCK OPTIONS
No named executive officer was granted a stock option or exercised a stock
option during 1996. The following table contains information concerning stock
options held by the named executive officers in 1996. The value of unexercised
in-the-money options is calculated using the difference between the fair market
value of the Common Stock at December 31, 1996 ($12 7/8 per share) and exercise
price of the options.
FY-END OPTION/SAR VALUE
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
AT FY-END(#) AT FY-END($)
NO. SHARES ------------- -------------
ACQUIRED DOLLAR VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
---- ----------- ------------ ------------- -------------
<S> <C> <C> <C> <C> <C>
Charles M. Brennan III................... 0 $0 E 238,334 $1,782,445
U 93,333 195,866
William S. Skibitsky..................... 0 $0 E 19,990 116,561
U 26,667 56,667
Elliott C. Robbins....................... 0 $0 E 30,331 213,924
U 16,334 85,818
Byron D. Nelson.......................... 0 $0 E 30,331 213,924
U 16,334 85,818
</TABLE>
EMPLOYMENT AGREEMENT -- C. M. BRENNAN III
The Company and Charles M. Brennan III entered into an employment agreement
effective January 1, 1997 (the "Brennan Agreement") which replaced a prior
agreement between the Company and Mr. Brennan which expired December 31, 1996.
The initial term of the Brennan agreement is from January 1, 1997 through
December 31, 1997 and the agreement will renew automatically for successive one
year terms thereafter unless terminated in accordance with the terms of the
agreement. The Brennan Agreement provides that the Company shall employ Mr.
Brennan as Chairman and Chief Executive Officer at a base compensation per year
of not less than $312,500. The Agreement provides that Mr. Brennan is entitled
to receive an incentive bonus in accordance with the terms of any incentive
compensation plan which may exist form to time during the term of the Brennan
Agreement.
6
<PAGE> 9
The Brennan Agreement further provides that, upon termination of employment
for certain defined reasons set forth in the Brennan Agreement, Mr. Brennan (or
his estate) will receive amount equal to from one to two times his annual base
salary plus an amount equal to from one to two times his annual incentive amount
determined on the basis of the Company having achieved 100% of its financial
goals. The amounts of these payments are determined based upon the reason for
the Termination of Mr. Brennan's employment. In addition, all stock options and
restricted stock grants to Mr. Brennan shall become fully vested and the amount
of remaining indebtedness, if any, of Mr. Brennan to the Company described under
the heading "Indebtedness of Management" shall be forgiven.
INDEBTEDNESS OF MANAGEMENT
During 1991, the Board of Directors granted to Mr. Brennan, in lieu of any
retirement benefit generally not available to all salaried employees, a stock
option to purchase 50,000 shares of Common Stock under the Company's 1990 Stock
Option Plan (the "Brennan Option") and the Board of Directors provided Mr.
Brennan a cash grant of $731,500 restricted in its use to the exercise of the
Brennan Option under the terms of a five (5) year employment agreement between
the Company and Mr. Brennan. As part of the Brennan Agreement, the Company
agreed to lend $680,000 to Mr. Brennan and to provide him a cash grant of
$51,500 upon execution of the Brennan Agreement. Mr. Brennan used the proceeds
of the loan and the $51,500 to return to the Company the $731,500 previously
received by him and used for the exercise of the stock option. The loan of
$680,000 is evidenced by a promissory note delivered to the Company by Mr.
Brennan and is payable in equal installments of $68,000 (plus interest thereon
at the applicable Federal rate under Section 1274(d) of the Internal Revenue
Code of 1986) on December 31 of each year commencing on December 31, 1992 and
thereafter through December 31, 2001. The promissory note is secured by shares
of Common Stock. As of January 1, 1997, the remaining principal on the note is
$340,000. The Brennan Agreement provides that Mr. Brennan is entitled to
receive, on December 31 on each of the years 1992 through 1996, a payment in an
amount equal to the principal and interest payment due to the Company from Mr.
Brennan for such years under the above described promissory note. The Brennan
Agreement provides that, in the event Mr. Brennan's employment terminates as a
result of his death or disability, the Company will forgive all remaining unpaid
principal and interest under the promissory note described above.
On July 24, 1994, the Company made a loan to William S. Skibitsky and his
wife in the amount of $150,000 to assist them in the purchase of a home in the
Chicago area. The loan was evidenced by a promissory note dated July 24, 1994
executed by Mr. and Mrs. Skibitsky. On August 10, 1995 the promissory note was
replaced with a new promissory note secured by a second mortgage deed on real
property owned by Mr. and Mrs. Skibitsky in Avon, Connecticut. The terms of the
note provide that the principal is due and payable five working days following
the sale of the property or on August 10, 1997, whichever first occurs.
7
<PAGE> 10
REPORT OF THE COMPENSATION COMMITTEE
In 1994, the Board of Directors established a Compensation Committee (the
"Committee") which consists of Mr. Thomas (Chairman), Mr. Brown and Mr. Bulley.
The Committee administers the Company's stock option and restricted stock plans
and the Company's Management Incentive Plan (MIP). The Compensation Committee
also sets the compensation of the Chief Executive Officer and the other named
executive officers of the Company. The purpose of the overall compensation
program is to attract and incent key management personnel. The principal
components of the compensation of the Chief Executive Officer and the other
named executive officers are base salary, short term incentive awards under the
Company's MIP, and long term incentives under the Company's Stock Plans.
The Committee's bases its decisions regarding compensation of the Chief
Executive Officer are based on the philosophy that a significant portion of his
compensation must be determined by the performance of the Company against its
business plan. It believes generally that base salaries should be competitive
within the industries in which the Company conducts its business and should be
within the range of mean and mid-points for comparable positions as determined
by various industry compensation analysts and studies. In addition, incentive
compensation awards and stock options should provide an opportunity based upon
performance for the Chief Executive Officer, Executive Officers and other key
management personnel to earn additional compensation which would place them in
the upper quartile of compensation ranges for comparable positions within those
industries.
The MIP, adopted by the Board of Directors in 1995, provides that the Chief
Executive Officer, the other named Executive Officers, and certain other key
management personnel are eligible for an award for each calendar year in which
the Company achieves at least 75% of its planned earnings per share goal for the
year. This minimum performance requirement may be amended, from time to time, by
the Board of Directors. Awards may be granted to all, some, or none of the
aforementioned eligible participants and may vary from 10% to 150% of the
individual's base salary. The amount of the award for the Chief Executive
Officer is determined by the Committee based upon an evaluation of the Company's
performance against its business plan and the Committee's overall evaluation of
the Chief Executive Officer's performance against objectives. In addition to the
evaluation of the Company's overall performance against plan, the amount of the
awards for the other named executive officers who are responsible for divisions
of the Company's operations are determined by the Committee based upon an
evaluation of each such Executive Officer's division's performance compared to
its business plan revenues, contract margins and operating income. The Committee
also considers in its determination of awards, the evaluation of performance
against certain other specific goals, such as safety, an element of which is
measured by a reduction in lost time accidents, established at the time of the
business plans for the year are finalized, and the evaluation of the executive
officer's overall performance in his position. Awards for Executive Officers who
are not responsible for division operations are determined by the Committee
based upon the Company's overall financial performance against its business plan
in the same manner as for the Chief Executive Officer and an evaluation of such
Executive Officer's overall performance in his or her position, considering the
responsibilities of such executive officer. The Board of Directors may grant
discretionary awards notwithstanding the terms of the MIP. Awards, to the named
Executive Officers under the MIP for 1994, 1995. and 1996 are set forth in the
Summary Compensation Table.
The Company utilizes stock option and restricted stock grants as longer
term compensation vehicles. The Committee believes that significant linkage
between the compensation of the Chief Executive Officer, the named executive
officers and key management personnel and the maximization of stockholder wealth
through appreciation in the value of Common Stock is created through the use of
stock option and restricted stock grants. Options are generally priced at the
fair market value of the underlying stock on the date of the grant and vest
incrementally over four to five years. Restricted stock grants vest on a
schedule determined by the Committee. In 1996 restricted stock grants totaled
45,000 shares. The restrictions lapse seven years from the date of grant. Of
this total, Mr. Brennan was granted 15,000 shares of restricted stock. The
Committee believes the incremental vesting of options and extended periods for
restrictions to lapse on grants of restricted stock provide a longer term
incentive to its executive officers thereby providing a compensation vehicle by
which to retain successful managers.
COMPENSATION COMMITTEE
Bide L. Thomas, Chairman
William G. Brown
Allan E. Bulley, Jr.
8
<PAGE> 11
PERFORMANCE GRAPH
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
AMONG MYR GROUP INC., THE NYSE MARKET INDEX
THE DOW JONES HEAVY CONSTRUCTION INDUSTRY GROUP INDEX
PERFORMANCE GRAPH
<TABLE>
<CAPTION>
COMPANY 1991 1992 1993 1994 1995 1996
------- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
MYR Group Inc.................................. 100 103.49 73.74 75.18 100.81 124.45
DJHCI Index.................................... 100 100.07 103.94 94.74 124.31 128.39
NYSE Market Index.............................. 100 104.70 118.88 116.57 151.15 182.08
</TABLE>
The above graph compares the performance of MYR Group Inc. with that of the
New York Stock Exchange Market Index and the Dow Jones Heavy Construction
Industry Group Index (DJHCI) which is a published industry index. The companies
which comprise the Dow Jones Heavy Construction Industry Group are: Abrams
Industries, Inc.; Ameron International Corp.; Astec Industries; Guy F. Atkinson
Company; Michael Baker Corporation; Banister Foundation, Inc.; Blount
International (A); Champion Road Machinery; Costa Rica International Inc.;
Devcon International CP; Dycom Industries Inc.; Emcor Group Inc.; Empresas ICA
Sociedad; Fluor Corporation; Foster Wheeler Corporation; Gencor Industries Inc.;
Gilbert Associates Inc.; Goldfield Corporation; Graham Corporation; Granite
Construction Inc.; Grupo Mex Desarrollo L.; Grupo Tribasa AS DE CV; Huntway
Partners (L.P.); Insituform East, Inc.; Insituform Technologies CL (A); Jacobs
Engineering Group; JLG Industries, Inc.; Meadow Valley Corporation; Morrison
Knudsen Corporation; MYR Group Inc.; OLS Asia Holding Ltd. ADR; Porter McLeod
National; Randers Group Inc.; Rexworks Inc.; Robertson-CECO Corporation;
Specialty Teleconstruct; Stone and Webster; STV Group; Thermo Ecotek
Corporation; TRC Companies, Inc.; Turner Corporation; U.S. Bridge of NY Inc. and
Zurn Industries.
The comparison of total return on investment based upon the changes in year
end price plus reinvested dividends for each period is calculated assuming $100
was invested on January 1, 1991 in MYR Group Inc., the companies which comprise
the NYSE Market Index and the companies which comprise the DJHCI. For the NYSE
and the DJHCI comparison, the assumed investment is based upon a market weighted
calculation.
- -------------------------
In accordance with the rules of the Securities and Exchange Commission, the
information included under the captions "Report of the Compensation Committee"
and "Performance Graph" will not be deemed to be filed or to be proxy soliciting
material or incorporated by reference in any prior or future filings by the
Company under the Securities Act of 1933, as amended, or the Securities Exchange
Act of 1934, as amended (the "Exchange Act").
9
<PAGE> 12
SECURITY OWNERSHIP
SECURITY OWNERSHIP OF MANAGEMENT
The table set forth below contains information as of March 1, 1997
concerning beneficial ownership of Common Stock by directors, named executive
officers, all directors and executive officers as a group.
<TABLE>
<CAPTION>
SHARES EXERCISABLE PERCENTAGE
BENEFICIALLY STOCK OF THE SHARES
OWNED OPTIONS OUTSTANDING
------------ ----------- -------------
<S> <C> <C> <C>
Charles M. Brennan III................................... 538,666 238,334 22.3
William G. Brown......................................... 67,804 15,333 2.5
Allan E. Bulley, Jr. .................................... 17,135 15,333 1.0
John M. Harlan........................................... 0 67,073(1) 2.0
Bide L. Thomas........................................... 2,000 15,333 0.5
William S. Skibitsky..................................... 7,500 19,999 0.8
Elliott C. Robbins....................................... 21,799 30,331 1.6
Byron D. Nelson.......................................... 21,666 30,331 1.6
All directors and executive officers..................... 676,570 437,066 30.2
</TABLE>
- -------------------------
(1) Includes a conversion right for 56,740 shares under the non-escrow notes
described in "Certain Relationships and Related Transactions".
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Set forth below, including the footnotes set forth below, is information as
of December 31, 1996 concerning other principal stockholders known to the
Company to own beneficially more than five percent of the Company's outstanding
shares of Common Stock.
<TABLE>
<CAPTION>
SHARES PERCENTAGE
BENEFICIALLY OF THE SHARES
OWNED OUTSTANDING
------------ -------------
<S> <C> <C>
Heartland Advisors, Inc. ................................... 470,500 14.5
790 N. Milwaukee St.
Milwaukee, WI 53202
T. Rowe Price Associates, Inc.(1)........................... 260,000 8.0
P.O. Box 89000
Baltimore, MD 21289-1009
Kennedy Capital Management, Inc. ........................... 205,732 6.3
10829 Olive Blvd.
St. Louis, MO 63141-7739
Dimensional Fund Advisors Inc.(2)........................... 194,484 6.0
1299 Ocean Avenue
Santa Monica, CA 90401
</TABLE>
- -------------------------
(1) These securities are owned by various individual and institutional investors
including T. R. Price Small Cap Value Fund, Inc. (which owns 260,000,
representing 8.0% of the shares outstanding) which T. Rowe Price Associates,
Inc. (Price Associates) serves as investment adviser with power to direct
investments and/or sole power to vote the securities. For purposes of
reporting requirements the Securities Exchange Act of 1934, Price Associates
is deemed to be a beneficial owner of such securities; however, Price
Associates disclaims that it is, in fact, the beneficial owner of such
securities.
(2) Dimensional Fund Advisors, Inc. ("Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of 194,484 shares of MYR
Group Inc. stock as of December 31, 1996, all of which shares are held in
portfolios of DFA Investment Dimensions Group Inc., a Delaware business
trust, or the DFA Group Trust and DFA Participation Group Trust, investment
vehicles for qualified employee benefit plans, all of which Dimensional
serves as investment manager. Dimensional disclaims beneficial ownership of
all such shares.
10
<PAGE> 13
OTHER INFORMATION
FINANCIAL STATEMENTS AND AUDITORS
Stockholders are referred to the Company's Annual Report on Form 10-K for
the year ended December 31, 1996 for financial and other information about the
Company, but the report is not incorporated in this statement and is not deemed
to be a part of the proxy soliciting material.
Deloitte & Touche LLP was the Company's auditor for 1996. The Board of
Directors has not selected the Company's auditors for 1997. Auditors will be
selected by the Board upon a recommendation by the Audit Committee. A
representative of Deloitte & Touche LLP will be present at the Annual Meeting.
He will have the opportunity to make a statement, if he desires to do so, and
will be available to respond to appropriate questions.
STOCKHOLDER PROPOSALS
Proposals specified in the Company's proxy materials. Any proposal which a
stockholder wishes to have considered by the Company for inclusion in the proxy
materials of the Board of Directors for the 1998 annual meeting of stockholders
should be sent to the Secretary of the Company in writing and must be received
before December 31, 1997.
Proposals otherwise properly brought before a meeting. Stockholders wishing
to present proposals for action at a meeting of the Company's stockholders must
do so in accordance with the Company's bylaws. A stockholder must give timely
notice of the proposed business to the Secretary of the Company. To be timely, a
stockholder's notice must be in writing, delivered to or mailed, postage
prepaid, to and received by the Secretary of the Company not less than 45 days
nor more than 60 days prior to the meeting, provided, however, that if less than
50 days' notice or prior public disclosure of the date of the meeting is given
to stockholders, notice by the stockholder, to be timely, must be received by
the Secretary not later than the close of business on the seventh day following
the day on which notice of the date of the meeting was mailed or public
disclosure was made. For each matter the stockholder proposes to bring before
the meeting, the notice to the Secretary must include: (i) a brief description
of the business desired to be brought before the meeting; (ii) the name and
address of the stockholder proposing the business; (iii) the class and number of
shares of the Company which are beneficially owned by the stockholder; and (iv)
any material interest of the stockholder in such business.
The Chairman of the meeting may, if the facts warrant, determine and
declare that business was not properly brought before the meeting in accordance
with the Company's bylaws. If the Chairman does so, the business shall not be
transacted.
STOCKHOLDER NOMINATIONS FOR DIRECTOR
Nominations specified in the Company's proxy materials. The Board of
Directors will consider any candidate recommended by a stockholder of the
Company for nomination as a director for election at the 1998 annual meeting of
stockholders provided that written notice of such recommendation is received by
the Secretary of the Company before December 31, 1997. The notice is required to
set forth: (i) the name and address of the stockholder making the
recommendation; (ii) the name, age, business address and, if known, residence
address of each proposed nominee; (iii) the principal occupation or employment
of each proposed nominee and other relevant biographical information concerning
the proposed nominee; (iv) a detailed statement of the proposed nominee's
qualifications; (v) the number of shares of stock of the Company which are
beneficially owned by each proposed nominee and by the stockholder making the
recommendation; (vi) a description of all arrangements or understandings between
the stockholder making the recommendation and each proposed nominee and any
other person or persons (naming such person or persons) pursuant to which the
proposed nomination or nominations are to be made; (vii) any other information
concerning the proposed nominee that must be disclosed with respect to nominees
in proxy solicitations pursuant to Regulation 14A of the Securities Exchange Act
of 1934; and (viii) the executed consent of each proposed nominee to serve as a
director of the Company if nominated and elected.
11
<PAGE> 14
Nominations to be made directly by a stockholder at a meeting. In
accordance with the Company's bylaws, stockholders wishing to directly nominate
candidates for the Board of Directors must do so in writing, delivered to or
mailed, postage prepaid, to and received by the Secretary of the Company not
less than 45 days or more than 60 days prior to any meeting of stockholders
called for the election of directors, provided, however, that if less than 50
days' notice or prior public disclosure of the date of the meeting is given to
stockholders, the nomination must be received by the Secretary not later than
the close of business on the seventh day following the day on which the notice
of the meeting was mailed. The notice is required to set forth: (i) the name and
address of the stockholder who intends to make the nomination; (ii) the name,
age, business address and, if known, residence address of each nominee; (iii)
the principal occupation or employment of each nominee; (iv) the number of
shares of stock of the Company which are beneficially owned by each nominee and
by the nominating stockholder; (v) a description of all arrangements or
understandings between the nominating stockholder and each nominee and any other
person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made; (vi) any other information concerning
the nominee that must be disclosed with respect to nominees in proxy
solicitations pursuant to Regulation 14A of the Securities Exchange Act of 1934;
and (vii) the executed consent of each nominee to serve as a director of the
Company if elected.
The Chairman of the meeting of stockholders may, if the facts warrant,
determine that a nomination was not made in accordance with the proper
procedures. If the Chairman does so, the Chairman shall so declare to the
meeting and the defective nomination shall be disregarded.
BY ORDER OF THE BOARD OF DIRECTORS
Byron D. Nelson
Secretary
Three Continental Towers
1701 West Golf Road, Suite 1012
Rolling Meadows, Illinois 60008
12
<PAGE> 15
PROXY MYR GROUP INC. PROXY
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS - MAY 12, 1997
The stockholder(s) of MYR Group, Inc. signing and dating such signature(s) on
the reverse side hereof (the "STOCKHOLDER(S)") hereby appoint Charles M.
Brennan III, Byron D. Nelson and Elliott C. Robbins proxies, with full
authority, which may be exercised by any one or more of them, with power of
substitution, to vote and act for the STOCKHOLDER(S) at the Annual Meeting of
Stockholders to be held at the Meadows Corporate Center, English Room, 2850 West
Golf Road, Rolling Meadows, Illinois, 60008 at 10:00 a.m. on Monday, May 12,
1997, and at any adjournment thereof, as designated on the reverse side hereof,
and in their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
/ / Check here for address change / / Check here if you plan to attend the
meeting
New Address
-------------------------
-------------------------
-------------------------
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
<PAGE> 16
<TABLE>
<S><C>
MYR GROUP INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY [X]
For all
For Withheld Except
1. ELECTION OF CLASS I DIRECTORS. / / / / / / ---------------------------------
Nominees: Allan E. Bulley, Jr. Nominee Exception
Bide L. Thomas
THE BOARD OF DIRECTORS RECOMMENDS
VOTING FOR THE ELECTION OF
MR. BULLEY AND MR. THOMAS
The undersigned acknowledges receipt of the Notice of
Annual Meeting of Stockholders and the Proxy Statement.
Dated:___________________________, 1997
_________________________________________________
_________________________________________________
SIGNATURE(S)
PLEASE SIGN EXACTLY AS YOUR NAME APPEARS. JOINT OWNERS
SHOULD EACH SIGN PERSONALLY. WHERE APPLICABLE, INDICATE
YOUR OFFICIAL POSITION OR REPRESENTATION CAPACITY.
</TABLE>
