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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
MYR GROUP INC.
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
554053108
(CUSIP Number)
Byron D. Nelson
MYR Group Inc.
1701 West Golf Road, Suite 1012, Tower Three
Rolling Meadows, Illinois 60008-4007
(847) 290-1891
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 21, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box ( ).
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. Six copies of this statement,
including all exhibits, should be filed with the Commission. See Rule 13d-7(b)
for other parties to whom copies are to be sent.
*The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP No. 554053108
1 NAME OF REPORTING PERSONS/S. S. OR I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS: Charles M. Brennan III
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: Not Applicable
a ( ) b ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS: SC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e): ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION: United States NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER: 1,390,479
8 SHARED VOTING POWER: 0
9 SOLE DISPOSITIVE POWER: 1,390,479
10 SHARED DISPOSITIVE POWER: 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,390,479
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 21.6%
14 TYPE OF REPORTING PERSON: IN
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This Amendment No. 8 relates to a Statement on Schedule 13D originally
filed on December 22, 1989 as amended by Amendments Nos. 1 through 7 thereto
(the "original Schedule 13D"). This Amendment supplements the original Schedule
13D and should be read in conjunction therewith.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On December 21, 1999, Brennan acquired 123,612 shares of Common Stock
(the "Acquired Shares") from the Company through the exercise of options
previously granted to him under the Company's 1989 Stock Option and Restricted
Stock Plan, 1990 Stock Option and Restricted Stock Plan, 1992 Stock Option and
Restricted Stock Plan and 1995 Stock Option and Restricted Stock Plan
(collectively, the "Plans"), for an aggregate purchase price of $795,838.80, in
accordance with the terms of the Plans. Brennan paid the entire amount of the
purchase price of such shares by delivering to the Company his promissory note
in an aggregate principal amount sufficient to cover the aggregate purchase
price and related taxes (the "Note"). The principal amount of the Note is due on
the earlier of (i) December 31, 2000 or (ii) the tenth day after sale of the
Acquired Shares; bears interest payable at maturity, at the rate equal to 150
basis points over the 90 day LIBOR rate as quoted from time to time by Harris
Trust and Savings Bank, Chicago, Illinois; and is secured by a pledge to the
Company of the Acquired Shares.
ITEM 4. PURPOSE OF TRANSACTION.
Brennan has acquired the shares of Common Stock reported herein for
investment.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) (b) As of December 28, 1999, giving effect to the consummation of
the transaction reported herein, Brennan had the sole power to vote and dispose
of and beneficially owned 1,390,479 shares of Common Stock (21.6% of the class
outstanding). The number of shares reported as beneficially owned by Brennan
does not include 2,888 shares owned by Mary Ely Brennan Trust u/t/a dated April
3, 1986 (of which Brennan's spouse is the sole beneficiary), as to which Brennan
disclaims beneficial ownership.
(c) Since the filing of the most recent prior Amendment to the
Statement on Schedule 13D, Brennan has engaged in the following transactions in
shares of Common Stock:
Shares of Common Stock
Sold or Transferred (D) Type of
Date or Acquired (A) Price($) Transaction
---- ---------------------- -------- -----------
12/28/99 35,000 (D) N/A Gift
12/21/99 44,445 (A) 6.90 Exercise of stock
option
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12/21/99 66,667 (A) 4.90 - " -
12/21/99 12,500 (A) 13.00 - " -
12/17/99 10,000 (A) 20.63 Grant of restricted
stock by Issuer
12/14/99 3,800 (D) N/A Gift
03/22/99 319,446 (A) 2.56 Exercise of stock
option
02/17/99 20,000 (A) N/A Grant of restricted
stock by Issuer
12/31/98 5,000 (D) N/A Gift
02/18/98 25,000 (A) N/A Grant of restricted
stock by Issuer
12/22/97 11,000 (D) N/A Gift
12/15/97 364,888 (A) N/A Stock dividend paid
by the Issuer of two
shares for each three
shares of Common Stock
07/23/97 10,000 (A) N/A Grant of restricted
stock by Issuer
07/02/97 1,333 (D) N/A Gift
12/15/95 131,349 (A) N/A Stock dividend paid
by the Issuer of one
share for each three
shares of Common Stock
(d) Inapplicable.
(e) Inapplicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
In connection with an Agreement and Plan of Merger (the "Merger
Agreement"), dated as of December 21, 1999, among the Issuer, GPU, Inc.
("Parent") and GPX Acquisition Corp. ("Offeror"), pursuant to which Offeror will
make a tender offer for all of the outstanding shares of Common Stock and,
subsequent to the consummation of the tender offer, Offeror will merge with and
into the Issuer, with the Issuer becoming a direct wholly-owned subsidiary of
Parent (the "Merger Transactions"), Parent, Offeror, Byron D. Nelson and Brennan
have entered into an agreement dated as of December 21, 1999 (the "Agreement").
Pursuant to the Agreement, each of Brennan and Byron D. Nelson agrees that (a)
if the Offer is consummated prior to March 23, 2000, (i) he will tender to
Offeror and not withdraw all of his shares, other than Withheld Shares
(consisting of 319,446 shares of Common Stock held by Brennan and 27,779 shares
of Common Stock held by Mr. Nelson, as to
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which those individuals will be entitled to long-term capital gain tax treatment
after March 22, 2000), pursuant to the tender offer and (ii) promptly after
March 22, 2000, he will, upon Offeror's written request, sell to Offeror all of
his Withheld Shares for a price equal to the tender offer price; and (b) if the
tender offer is consummated on or after March 23, 2000, he will tender to
Offeror and not withdraw all of his shares of Common Stock, including the
Withheld Shares, pursuant to the tender offer. The Agreement also provides that
neither Brennan nor Mr. Nelson will transfer his shares of Common Stock except
pursuant to the Agreement. The agreement, which is Exhibit 1 to this Amendment
No. 8, is incorporated herein by reference in its entirety. The Merger
Transactions are described in detail in the Issuer's statement on Schedule 14D-9
dated December 29, 1999 under Item 2, which section (which is Exhibit 2 hereto)
is incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following exhibits are filed herewith or incorporated by
reference:
1. Agreement dated as of December 21, 1999 among GPU, Inc., GPX
Acquisition Corp., Charles M. Brennan III and Byron D. Nelson (incorporated
herein by reference to Exhibit (c)(2) to Schedule 14D-1 of GPU, Inc. (Commission
File No. 1-6047) and GPX Acquisition Corp. filed on December 29, 1999).
2. Item 2 in the Issuer's statement on Schedule 14D-9 dated December
29, 1999 (incorporated herein by reference, (Commission File no. 1-8325)).
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Date: January 3, 2000
/s/ Charles M. Brennan III
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Charles M. Brennan III
Charles M. Brennan III Defined
Benefit Plan and Trust u/t/a
dated December 6, 1985
By: /s/ Charles M. Brennan III
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Charles M. Brennan III, Trustee
Charles M. Brennan III Trust u/t/a
dated September 13, 1979
By: /s/ Charles M. Brennan III
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Charles M. Brennan III, Trustee
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