PRELIMINARY
MYR Group Inc.
Three Continental Towers
1701 West Golf Road
Suite 1012
Rolling Meadows, Illinois 60008-4007
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MONDAY, MAY 10, 1999
The 1999 annual meeting of the stockholders of MYR Group Inc., a Delaware
corporation (the "Company"), will be held in Banquet Room B, Rupert's,
Continental Towers, 1701 West Golf Road, Rolling Meadows, Illinois, 60008
on Monday, May 10, 1999, commencing at 10:00 a.m., Chicago time, for the
following purposes:
1. To elect two Class I directors.
2. To consider and vote upon a proposal to amend the Company's
Certificate of Incorporation to increase the number of shares of
authorized common stock from 10,000,000 shares to 25,000,000 shares
and to reduce the stated par value of a share of common stock from
$1.00 to $0.01 per share.
3. To transact such other business as may properly come before
the meeting or any adjournment or adjournments thereof.
The close of business on March 24, 1999 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 60008 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, 1999
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>
PRELIMINARY
MYR Group Inc.
Three Continental Towers
1701 West Golf Road
Suite 1012
Rolling Meadows, Illinois 60008-4007
PROXY STATEMENT
Annual Meeting of Stockholders
To Be Held on May 10, 1999
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 in
Banquet Room B, Rupert's, Continental Towers, 1701 West Golf Road,
Rolling Meadows, Illinois 60008, on Monday, May 10, 1999, 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, 1999. 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"), of which 5,622,651 were
issued and outstanding and entitled to vote at the close of business on
March 24, 1999, 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 I directors will be determined by a plurality
of the shares represented and entitled to vote at the Annual Meeting.
The approval of the amendment to the Company's Amended and Restated
Certificate of Incorporation will determined by a majority of the shares
issued and outstanding 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
and for the approval of the amendment to the Company's Amended and
Restated Certificate of Incorporation. 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.
<PAGE>
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.
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
Annual Meeting), two Class II directors (whose terms shall expire at the
2000 annual meeting of stockholders) and one Class III director (whose
term expires at the 2001 annual meeting of stockholders).
The Board of Directors has nominated Messrs. William G. Brown and John M.
Harlan for election as Class I directors at the Annual Meeting. Messrs.
Brown and Harlan are the incumbent Class I 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. Brown and Mr. Harlan as the Class I directors. Should either Mr.
Brown or Mr. Harlan 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 I Nominees - Term expires 2002
WILLIAM G. BROWN (56) Director since 1990. Partner in the law firm of
Bell, Boyd & Lloyd, Chicago, Illinois (since 1976). Mr. Brown is also a
director of Dovenmeuhle Mortgage, Inc., CFC International, Inc., and
Managed Care Solutions, Inc.
JOHN M. HARLAN (65) Director since 1995. Former Chairman and President of
Harlan Electric Company, an electrical construction firm (1963 - 1994).
<PAGE>
Class II Directors - Term Expires 2000
ALLAN E. BULLEY, JR. (66) 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 (63) 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 III Director - Term expires 2001
CHARLES M. BRENNAN III (57) Director since 1986. Chairman (since 1988)
and Chief Executive Officer (since 1989) of the Company. Mr. Brennan is
also a director of ROHN Industries, Inc. and Control Devices, Inc.
THE BOARD OF DIRECTORS UNANIMOUSLY4RECOMMENDS THAT STOCKHOLDERS VOTE
FOR THE ELECTION OF WILLIAM G. BROWN AND JOHN M. HARLAN AS CLASS I
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 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, and Mr. Thomas. 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 review the
Company's overall compensation programs, to set the compensation of the
Chief Executive Officer and other executive officers and to administer
the Company's management incentive plans. The Board of Directors has
also established a committee of Mr. Thomas and Mr. Bulley, two non-
employee directors, to administer the Company's stock option and
restricted stock plans. During 1998 the Board of Directors held four
meetings, the Audit Committee held two meetings and the Compensation
Committee held three meetings. During 1998, no director attended less
than 75% of all meetings of the Board of Directors and all meetings of
committees of which he was 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 ("Annual Retainer")
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.
<PAGE>
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 (as adjusted as hereinafter described). The plan further
provides that each director shall receive an option to purchase an
additional 1,000 shares of Common Stock (as adjusted as hereinafter
described) 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 option grant and of each of the
subsequent annual 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 December 1,
1995 (the "1995 Stock Dividend"). On December 15, 1997, the Company paid
a stock dividend of two shares of Common Stock for every three shares of
Common Stock held by the stockholders as of the record date of December
1, 1997 (the "1997 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 1995 and 1997 Stock Dividends the number of shares covered by the
initial stock option grants to Messrs. Brown, Bulley, Harlan and Thomas
were adjusted to 22,224 shares. The number of shares covered by grants of
option on the dates of annual meetings of stockholders are adjusted to
2,224 shares.
Under the terms of the Company's 1996 Non-employee Director Stock
Ownership Plan ("1996 Plan") a non-employee Director may elect to receive
his or her Annual Retainer in shares of restricted Common Stock. The
restrictions lapse on the fifth anniversary date of award or the
Director's earlier death, disability or retirement Messrs. Brown and
Bulley each elected to receive his Annual Retainer in shares of
restricted Common Stock under the 1996 Plan. The number of restricted
shares awarded to Mr. Brown and Mr. Bulley under the 1996 Plan (adjusted
for the 1997 Stock Dividend) on the dates of the 1996, 1997 and 1998
annual meetings of stockholders were 1,891 shares, 1,588 shares and 947
shares respectively.
Compensation Committee Interlocks and Insider Participation
For the year ended December 31, 1998, the Company paid legal fees to
Bell, Boyd & Lloyd in the amount of $48,972. Mr. Brown, a Director and
member of the Compensation Committee, is a partner in Bell, Boyd & Lloyd.
The Company anticipates that Bell, Boyd & Lloyd will continue to provide
legal services to the Company in 1999.
<PAGE>
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 consideration consisting of cash and
certain Escrow and Non-Escrow Notes. The Escrow and Non-Escrow Notes
provide that they may be converted into shares of Common Stock at a
conversion price of $12.6212. As a result of the 1995 and 1997 Stock
Dividends and in accordance with the terms of the Escrow and Non-Escrow
Notes the conversion price was decreased to $5.67954. John M. Harlan and
his five brothers and sisters (the "Noteholders") received all of the
Escrow and Non-Escrow notes. Both the Escrow and Non-Escrow Notes bear
interest at the rate of 7% and are for a term of seven years with
interest being paid semi-annually and the principal being repaid in three
equal payments on January 3, 2000, 2001 and 2002 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. As a result of a settlement between the Company and the
Noteholders related to certain claims against the Escrow Notes by the
Company under the Merger Agreement, each of the Noteholders has granted
an option to the Company to purchase any and all shares into which he or
she elects to convert his or her Escrow Note and one of his or her two
Non-Escrow Notes at an exercise price of $5.67954 per share. In the case
of Mr. Harlan, he has granted an option to the Company to purchase any
and all shares into which he elects to convert his Escrow Note in the
amount of $279,096 and one of his two Non-Escrow Notes in the amount of
$210,776. The other Non-Escrow Note held by Mr. Harlan is in the amount
of $326,322.
AMENDMENT TO THE COMPANY'S RESTATED
CERTIFICATE OF INCORPORATION
The Board of Directors of the Company believes it is advisable to amend
the Company's Restated Certificate of Incorporation (the "Certificate")
to increase the authorized shares of Common Stock from 10,000,000 to
25,000,000 shares thereby increasing the total authorized shares from
11,000,000 to 26,000,000. The Board of Directors of the Company believes
it is advisable to amend the Company's Restated Certificate of
Incorporation (the "Certificate") to reduce the par value of the Common
Stock from $1.00 per share to $0.01 per share. Accordingly, at its
meeting held February 17, 1999, the Board adopted a resolution proposing
that an amendment (the "Amendment") to the first paragraph of Article
Fourth of the Certificate be presented to the stockholders at the Annual
Meeting for approval.
If approved by the stockholders, the first paragraph of Article Fourth
would read in its entirety as follows:
"FOURTH: The number of shares of all classes of stock which the
corporation shall have authority to issue is twenty-six million
(26,000,000), of which twenty-five million (25,000,000) shares of par
value of $0.01 each are to be of a class designated as Common Stock and
one million (1,000,000) shares of par value of $1.00 each are to be of a
class designated Preferred Stock. The Preferred Stock shall be issuable
in series."
<PAGE>
Of the 10,000,000 shares of Common Stock presently authorized, as of
March 24, 1999, 5,749,900 shares of Common Stock were outstanding
(including 127,249 held in treasury), 1,222,910 shares were reserved for
issuance pursuant to outstanding stock options under the Company's stock
option and restricted stock plans, 344,696 were reserved for issuance for
future grants under the Company's stock option and restricted stock
plans, and 309,810 shares were reserved for issuance upon conversion of
outstanding subordinated convertible notes. The additional shares of
Common Stock proposed by the Amendment would be part of the existing
class of Common Stock and, if and when issued, would have the same rights
and privileges as the shares of Common Stock presently outstanding.
The proposed increase in the number of authorized shares of Common Stock
would give the Board the necessary flexibility to issue Common Stock in
the future in connection with the raising of capital, the acquisition of
new businesses, employee stock benefit plans, future stock splits or
dividends, and other corporate purposes as deemed necessary or
appropriate by the Board of Directors.
Approval of the Amendment will eliminate the delay and expense involved
in calling a special meeting of stockholders to authorize the additional
shares. If the Amendment is approved, no further action or authorization
by the Company's stockholders would be necessary prior to issuance of the
additional shares, except as may be required for a particular transaction
by the Company's Restated Certificate of Incorporation, by applicable law
or regulatory agencies or by the rules of any stock exchange on which the
Company's Common Stock may then be listed.
The New York Stock Exchange, on which the Company's Common Stock is
listed, currently requires stockholder approval as a prerequisite to
listing shares in several instances, including acquisition transactions,
where the present or potential issuance of shares could result in an
increase of at least 20% in the number of shares of Common Stock
outstanding. The Company currently has no plans or arrangements for the
issuance of shares of Common Stock other than the issuance of shares of
Common Stock pursuant to the Company's Stock Option and Restricted Stock
Option Plans and issuance of shares upon exercise of conversion rights
under certain subordinated Escrow and Non-Escrow Notes. (See Certain
Relationships and Related Transactions.) Stockholders of the Company do
not have and will not have any pre-emptive rights with respect to
issuance of shares of Common Stock of the Company.
Approval of the Amendment would also mean that each outstanding share of
Common Stock, which currently has a par value of $1.00 per share, would
thereafter have a par value of $0.01 per share. Under the corporate law
of Delaware, the Company's jurisdiction of incorporation, the assignment
of par value to capital stock is within the discretion of the Company,
and the law permits the issuance of8capital stock without any par value.
Under Delaware law, the Company must allocate to capital the par value of
the capital stock it issues, including additional shares issued in the
form of a dividend.
<PAGE>
The Amendment would permit the Company to reduce the amount required to
be allocated to capital when it issues Common Stock and to transfer from
capital to surplus the difference between the $1.00 and the $0.01 par
values with respect to each outstanding share. Under Delaware law, a
Company is permitted to pay dividends and to repurchase shares of capital
stock out of surplus but not out of capital. The reduction in par value
would not otherwise change any of the rights of holders of Common Stock.
The affirmative vote of the majority of the outstanding shares of Common
Stock, entitled to be cast at the meeting is required to approve the
Amendment.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE
AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION OF THE COMPANY.
<TABLE>
EXECUTIVE OFFICERS OF THE COMPANY
Position(s) Held Officer of the
Name Age with the Company Company Since
---- --- ---------------- -------------
<S> <C> <C> <C>
Charles M. Brennan III 57 Chairman and Chief 1988
Executive Officer
William S. Skibitsky (1) 49 President and Chief 1994
Operating Officer
William A. Koertner (2) 49 Senior Vice President, 1998
Chief Financial Officer
and Treasurer
Byron D. Nelson 52 Senior Vice President, 1984
General Counsel and Secretary
_______________
</TABLE>
(1) Mr. Skibitsky was elected President and Chief Operating Officer of
the Company on July 23, 1996 and had been previously elected Executive
Vice President of the Company and President of The L. E. Myers Co. (a
wholly owned subsidiary of the Company) on May 12, 1994.
(2) Mr. Koertner was elected Senior Vice President, Chief Financial
Officer and Treasurer on November 9, 1998.
<PAGE>
EXECUTIVE COMPENSATION
Summary of Cash and Certain Other Compensation
The following table, including footnotes, shows for the years 1998, 1997,
and 1996, 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.
<TABLE>
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards Payouts All Other
------------------------------ ----------------------- -------
Other Annual Restricted Option/ LTIP Compen-
Name and Principal Salary Bonus Compensation Stock SAR Payouts sation
Position Year ($) (1) ($) ($) (2) (3) Award(s)($)(4) (#) ($) ($) (5) (6)
-------- ---- ------- ------- ------------ -------------- --- --- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Charles M. Brennan. 1998 404,039 307,990 88,800 306,250 50,000 0
Chairman and 1997 357,548 293,000 120,783 191,250 0
Chief Executive Officer 1996 307,500 217,000 142,843 161,250 0
William S. Skibitsky 1998 269,288 197,400 20,800 245,000 30,000 26,889
President and Chief 1997 232,885 187,000 21,693 143,438 0 34,153
Operating Officer 1996 207,200 155,000 25,834 85,312 0 0
Byron D. Nelson 1998 187,346 115,800 20,800 91,875 15,000 20,236
Senior Vice President 1997 168,750 115,000 25,833 76,500 4,973
General Counsel and 1996 159,000 77,500 24,945 56,875 9,680
Secretary
William A. Koertner (7) 1998 28,664 10,000 0 116,900 50,000 0
Senior Vice President
Chief Financial Officer
and Treasurer
Elliott C. Robbins (8) 1998 139,274 0 1,333 91,875 0 0
Senior Vice President 1997 168,750 115,000 25,833 76,500 0 4,937
Treasurer and Chief 1996 159,000 67,500 24,956 56,875 0 9,686
Financial Officer
</TABLE>
Notes to Summary Compensation 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. Includes automobile allowances of $600 per month for Mr.
Skibitsky (through May 1998), and $500 per month for Messrs. Nelson;
Robbins (through August 1998), Koertner (November and December)
respectively. Mr. Brennan and Mr. Skibitsky (since June 1998) are each
provided with an automobile by the Company.
<PAGE>
(2) 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.
Effective with the third quarter 1997 dividend, the named executive
officers are no longer entitled to these dividend equivalent payments.
(3) In 1991, in lieu of any other retirement benefit 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,
1996, 1997 and 1998 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 $21,432 for 1998, $26,790 for 1997, and
$32,148 for 1996, 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, 1998,
December 31, 1997 and December 31, 1996 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)
(4) Amount is determined by multiplying the number of shares
times the closing price of a share of Common Stock on the NYSE on the
date of grant. Unless otherwise amended by the Committee of the Board of
Directors which administers the Company's Stock Option and Restricted
Stock Plans, the restrictions lapse on the 7th anniversary date of the
date of grant or upon the named executive officer's earlier death,
disability or retirement. Dividends are paid on restricted shares. As
of December 31, 1998 the total number of and value of restricted shares
held by the Company for Messrs. Brennan, Skibitsky, Nelson and Koertner
were 66,666 shares/$766,659; 45,000 shares/$517,500; 22,500 shares/
$258,750; and 10,000 shares/$115,000 respectively.
(5) Includes amounts accrued by the Company as unfunded
liabilities for Messrs. Nelson and Robbins pursuant to Supplemental
Retirement and Death Benefit Agreements (SRDB Agreements) entered into in
1984 between the Company and each of them. Under the SRDB Agreements the
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%, 33.3%, 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.
(6) The amount included for Mr. Skibitsky represents
reimbursement for certain costs associated with the sale of his previous
residence in Connecticut, which the Company had agreed to pay at the time
Mr. Skibitsky was employed by the Company.
(7) Mr. Koertner joined the Company and was elected Senior Vice
President, Chief Financial Officer and Treasurer on November 9, 1998.
<PAGE>
(8) Mr. Robbins resigned from the Company effective August 14,
1998.
Stock Options
The following tables contain information concerning the stock options
granted to, exercised by and held by the named executive officers in
1998. The Company's stock option and restricted stock plans do not
provide for the grant of SARs. The Potential Realizable Values set forth
result from calculations assuming 5% and 10% growth rates in accordance
with rules and regulations promulgated by the Securities Exchange
Commission. The Value of Unexercised In-the-Money Options is calculated
using the difference between fair market value of the Common Stock at
December 31, 1998 ($11.50 per share) and the exercise price of the
options.
<TABLE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Potential
% of Total Realizable
Options/ Value at Assumed
SARs Exercise Annual Rates of
Granted to or Stock
Options/ Employees Base Price Appreciation
SARs in Price Expiration for
Name Granted (#) Fiscal Year ($/Sh) Date Option Term
- ---- ----------- ----------- ------ ---- -----------------
5% ($) 10% ($)
------ -------
<S> <C> <C> <C> <C> <C> <C>
C.M. Brennan 50,000 24.5% $13.00 05/06/08 286,614 841,402
W.S. Skibitsky 30,000 14.7% $13.00 05/06/08 171,969 504,841
B.D. Nelson 15,000 7.3% $13.00 05/06/08 85,984 252,421
W.A. Koertner (1) 50,000 24.5% $11.69 11/09/08 352,114 906,902
E.C. Robbins (2) 0 0 n/a n/a 0 0
</TABLE>
<PAGE>
<TABLE>
AGGREGATED OPTION/SAR EXERCISED IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUE
Value of
Number of Unexercised
Unexercised In-the Money
Options/SARs Options/SARs
at FY-End (#) at FY-End ($)
-------------- --------------
No. Shares Dollar
Acquired Value Exercisable/ Exercisable/
Name on Exercise Realized Unexercisable Unexercisable
- ---- ----------- -------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Charles M. Brennan III 0 $0 E 430,558 3,500,296
U 172,222 562,221
William S. Skibitsky 0 $0 E 72,225 438,960
U 35,556 27,613
Byron D. Nelson 0 $0 E 77,782 593,087
U 15,000 0
William A. Koertner (1) 0 $0 E 0 0
U 50,000 0
Elliott C. Robbins (2) 66,392 $597,945 E 0 0
U 0 0
(1) Mr. Koertner was elected Sr. Vice President, Chief Financial
Officer and Treasurer November 9, 1998.
(2) Mr. Robbins resigned from the Company effective August 14, 1998.
Employment Agreement - C. M. Brennan III
The Company and Charles M. Brennan III entered into an employment
agreement effective January 1, 1998 (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 was
from January 1, 1998 through December 31, 1998 and the agreement provides
that it 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 from time to time during
the term of the Brennan Agreement.
<PAGE>
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 an 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 an
employment agreement between the Company and Mr. Brennan. At the
expiration of its term the employment agreement was replaced with a new
agreement. (See Employment Agreement _ C.M. Brennan III.) As part of
the employment agreement, the Company agreed to lend $680,000 to Mr.
Brennan and to provide him a cash grant of $51,500 upon his execution of
the 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, 1999, the remaining
principal on the note was $272,000. The Brennan Agreement provides that
Mr. Brennan is entitled to receive, on December 31 on each year covered
by the Brennan Agreement and its predecessor agreements, 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.
<PAGE>
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 reviews overall compensation programs of the
Company and administers 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 Board also established a committee of non-
employee directors to administer the Company's stock option and
restricted stock plans. This Committee consists of Mr. Thomas and Mr.
Bulley. 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 option and restricted stock plans.
The Committee bases its decisions regarding compensation of the Chief
Executive Officer 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, stock
options and restricted stock grants should provide an opportunity based
upon performance for the Chief Executive Officer, the other named
executive officers and other key management personnel to earn additional
compensation which would place them in the upper half of compensation
ranges for comparable positions as set forth in such studies.
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 115% 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
<PAGE>
Committee also considers in its determination of awards, (i) 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 the business plans for the year are
finalized, and (ii) 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 1996, 1997, and 1998 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 1998, options to purchase 145,000 shares
of Common Stock were granted to the named executive officers of which
50,000 were granted to Mr. Brennan. The stock options granted in 1998
vest in 25% increments beginning one year from the date of grant. During
1998, restricted stock grants totaled 62,500 shares to the named
executive officers, of which 25,000 were granted to Mr. Brennan. The
restrictions lapse seven years from the date of grant. 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.
<PAGE>
</TABLE>
<TABLE>
Performance Graph
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN AMONG
MYR GROUP INC., THE NYSE MARKET INDEX AND THE DOW JONES
[Graph Appears Here]
HEAVY CONSTRUCTION INDUSTRY GROUP INDEX
Company 1993 1994 1995 1996 1997 1998
------- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
MYR Group, Inc. 100 103.27 140.09 175.09 296.97 268.91
DJHCI Index 100 78.67 84.13 89.17 73.76 68.91
NYSE Market Index 100 98.06 127.15 153.16 201.50 239.77
</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; BFC Construction Corp.; Bufete Industrial; Cal Dive
International, Inc.; Chicago Bridge & Iron, NV; Devcon International
Corp.; Dycom Industries Inc.; Emcor Group Inc.; Empresas ICA Sociedad;
Fluor Corporation; Foster Wheeler Corporation; Gencor Industries Inc.;
Gibbs Construction, Inc.; Goldfield Corporation; Graham Corporation;
Granite Construction Inc.; Grupo Mex Desarrollo B; Grupo Mex Desarrollo
L.; Grupo Tribasa AS DE CV; Huntway Refining Co.; Insituform East, Inc.;
Insituform Technologies CL (A); Jacobs Engineering Group; Meadow Valley
Corporation; Michael Baker Corp.; Morrison Knudsen Corporation; MYR Group
Inc.; OLS Asia Holding Ltd. ADR; Omniamerica, Inc.; Randers Group Inc.;
Rica Foods, Inc.; Robertson-CECO Corporation; Salient 3 Comm, Inc, CL A;
Sawako Corporation ADR; Stone & Webster, Inc.; Thermo Ecotek Corporation;
TRC Companies, Inc.; Turner Corporation; U.S.A. Bridge Construction;
U.S.A. Bridge Corp.; Westower Corporation.
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, 1994, 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.
<PAGE>
SECURITY OWNERSHIP
Security Ownership of Management
The table set forth below, including the footnotes, contains information
as of March 1, 1999, concerning beneficial ownership of Common Stock by
directors, named executive officers, all directors and executive officers
as a group.
<TABLE>
Percentage
Shares Exercisable of the
Beneficially Stock Shares
Owned Options Outstanding
----- ------- -----------
<S> <C> <C> <C>
Charles M. Brennan III (1) 941,221 430,558 22.2
William G. Brown 114,466 30,008 2.5
Allan E. Bulley, Jr 34,093 30,008 1.1
John M. Harlan (2) 0 83,015 1.4
Bide L. Thomas 3,333 30,008 0.6
William S. Skibitsky (1) 60,000 72,225 2.3
William A. Koertner (1) 10,000 0 0.2
Byron D. Nelson (1) 57,776 77,782 2.3
__________ _________ ________
All Dir. & Exec. Officers 1,220,869 753,604 30.4
_____________________
</TABLE>
(1) Includes shares of restricted stock awarded to the named individuals
the restrictions on which have not expired.
(2) Includes a conversion right for 57,455 shares under the non-escrow
notes described in "Relationships and Related Transactions."
<PAGE>
Security Ownership of Certain Beneficial Owners
The table set forth below, including the footnotes on the following page,
contains information as of December 31, 1998 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>
Percentage
Shares of the
Beneficially Shares
Owned Outstanding
----- -----------
<S> <C> <C>
Heartland Advisors, Inc 889,162 15.8
790 N. Milwaukee St.
Milwaukee WI 53202
T. Rowe Price Associates, Inc. 433,333 7.7
PO Box 89000
Baltimore MD 21289-1009
FMR Corp 500,000 8.9
82 Devonshire Street
Boston MA 02109
Dimensional Fund Advisors Inc 337,381 6.0
1299 Ocean Avenue
Santa Monica CA 90401
</TABLE>
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, 1998 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.
Ernst & Young LLP was the Company's auditor for 1998. A representative
of Ernst & Young 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.
<PAGE>
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 2000 annual meeting
of stockholders should be sent to the Secretary of the Company in writing
and must be received before December 31, 1999.
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 2000 annual
meeting of stockholders provided that written notice of such
recommendation is received by the Secretary of the Company before
December 31, 1999. 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 the6Securities 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.
<PAGE>
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
<PAGE>
PROXY PROXY
MYR GROUP INC.
This Proxy is Solicited by the Board of Directors
For the Annual Meeting of Stockholders - May 10, 1999
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, William A. Koertner and Byron D. Nelson 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 Rupert's, Banquet Room B,
1701 West Golf Road, Rolling Meadows, IL 60008 on Monday, May 10, 1999,
and at any adjournment thereof, as designated on the reverse side hereof,
and in their sole 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
New Address _____________________ to attend the meeting
_____________________
_____________________
(Continued and to be signed on reverse side)
<PAGE>
- ---------------------------------------------------------------------------
1. ELECTION OF TWO CLASS ONE DIRECTORS For Withheld
Nominees: William G. Brown
John M. Harlan
THE BOARD OF DIRECTORS RECOMMENDS
VOTING FOR THE ELECTION OF MR. BROWN
AND MR. HARLAN
2. APPROVAL OF AMENDMENT TO THE COMPANY'S For Against Abstain
CERTIFICATE OF INCORPORATION
The undersigned acknowledges
receipt of the Notice of Meeting
and the Proxy Statement.
Dated: __________, 1999
_______________________
_______________________
(Signatures)
Please sign exactly as
your name appears. Joint
owners should each sign
personally. Where
applicable, indicate you
official capacity or
representation capacity
