UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
MYR
Group Inc.
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
55405W104
(CUSIP
Number)
December
31, 2008
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is
filed:
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Rule
13d-1(b)
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Rule
13d-1(c)
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Rule
13d-1(d)
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*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in 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).
CUSIP
No. 55405W104
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1
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NAME
OF REPORTING PERSON
ArcLight Energy Partners Fund II,
L.P.
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See
Instructions)
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(a)
(b)
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE
VOTING POWER
0
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6
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SHARED
VOTING POWER
1,395,707
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7
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SOLE
DISPOSITIVE POWER
0
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8
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SHARED
DISPOSITIVE POWER
1,395,707
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,395,707
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(See
Instructions)
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.1%
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12
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TYPE
OF REPORTING PERSON (See Instructions)
OO
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Page 2
of 7
CUSIP
No. 55405W104
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1
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NAME
OF REPORTING PERSON
ArcLight Capital Partners,
LLC
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|||
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See
Instructions)
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(a)
(b)
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3
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SEC
USE ONLY
|
|||
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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|||
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE
VOTING POWER
0
|
||
|
6
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SHARED
VOTING POWER
1,395,707
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|||
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7
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SOLE
DISPOSITIVE POWER
0
|
|||
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8
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SHARED
DISPOSITIVE POWER
1,395,707
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|||
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,395,707
|
|||
|
10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(See
Instructions)
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.1%
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|||
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12
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TYPE
OF REPORTING PERSON (See Instructions)
OO
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Page 3
of 7
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ITEM
1 (a):
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Name
of Issuer:
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MYR
Group Inc. (the "Issuer")
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ITEM
1(b):
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Address
of Issuer's Principal Executive Offices:
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1701
West Golf Road, Suite 1012, Rolling Meadows, Illinois 60008-4007, United
States
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ITEM
2(a):
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Name
of Person Filing:
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See
Item 4
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ITEM
2(b):
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Address
of Principal Business Office or, if None, Residence:
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See
Item 2(c) below.
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ITEM
2(c):
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Citizenship:
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ArcLight
Energy Partners Fund II, L.P.
200
Clarendon Street, 55th
Floor,
Boston,
Massachusetts 02117
Delaware
Limited Partnership
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ArcLight
Capital Partners, LLC
200
Clarendon Street, 55th
Floor,
Boston,
Massachusetts 02117
Delaware
Limited Liability Company
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ITEM
2(d):
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Title
of Class of Securities:
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See
cover page
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ITEM
2(e):
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CUSIP
Number:
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See
cover page
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ITEM
3:
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If
This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c),
Check Whether the Person Filing is a:
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(a)
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o
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Broker
or dealer registered under Section 15 of the Exchange Act.
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(b)
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o
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Bank
as defined in Section 3(a)(6) of the Exchange Act.
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(c)
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o
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Insurance
company as defined in Section 3(a)(19) of the Exchange
Act.
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(d)
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o
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Investment
company registered under Section 8 of the Investment Company
Act.
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(e)
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o
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An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
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(f)
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o
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An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
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(g)
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o
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A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
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(h)
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o
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A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act;
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(i)
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o
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A
church plan that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company Act;
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(j)
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o
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Group,
in accordance with Rule 13d-1(b)(1)(ii)(J).
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ITEM
4:
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Ownership.
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(a)
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Amount
Beneficially Owned:
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ArcLight Energy Partners Fund II,
L.P. (“ArcLight Fund”) controls, directly or indirectly, MYR Group
Holdings LLC and MYR Group Holdings II LLC. MYR Group Holdings
LLC owns of record 822,565 shares of Common Stock, par value $0.01 per
share ("Common Stock") of the Issuer. MYR Group Holdings II LLC
owns of record 573,142 shares of Common Stock of the
Issuer. Through its 100% ownership of MYR Group Holdings LLC
and MYR Holdings II LLC, ArcLight Fund is
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Page 4
of 7
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deemed
to beneficially own the 1,395,707 shares of the Common Stock of the
Issuer. ArcLight Capital Partners LLC (“ArcLight”), the advisor
to ArcLight Fund, is deemed to beneficially own the 1,395,707 shares of
Common Stock of the Issuer.
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(b)
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Percent
of Class:
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7.1%
of the Issuer's Common Stock, which percentage was calculated on
19,712,811 shares of Common Stock outstanding as of November 12, 2008, as
reported by the Issuer on its Form 10-Q, filed November 13,
2008.
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(c)
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Number
of shares as to which such persons have:
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(i)
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Sole
power to vote or to direct the vote: 0
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(ii)
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Shared
power to vote or to direct the vote: 1,395,707
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(iii)
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Sole
power to dispose or to direct the disposition of: 0
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(iv)
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Shared
power to dispose or to direct the disposition of: 1,395,707
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ITEM
5:
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Ownership
of Five Percent or Less of a Class.
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Not
applicable
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ITEM
6:
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Ownership
of More than Five Percent on Behalf of Another Person.
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Not
applicable
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ITEM
7:
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company
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MYR
Group Holdings LLC and MYR Group Holdings II LLC are wholly-owned
subsidiaries of ArcLight Fund. MYR Group Holdings LLC owns of
record 822,565 shares of Common Stock of the Issuer. MYR Group
Holdings II LLC owns of record 573,142 shares of Common Stock of the
Issuer.
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ITEM
8:
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Identification
and Classification of Members of the Group.
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Not
applicable
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ITEM
9:
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Notice
of Dissolution of a Group.
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Not
applicable
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ITEM
10:
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Certification.
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Not
applicable
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Exhibits:
Exhibit
A: Joint Filing Agreement, dated as of February 17, 2009,
by and among ArcLight Energy Partners Fund II, L.P. and ArcLight Capital
Partners, LLC.
Page 5
of 7
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.
Dated:
February 17, 2009
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ARCLIGHT
ENERGY PARTNERS FUND II, L.P
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By:
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/s/
John A Tisdale
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Name:
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John
A. Tisdale
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Title:
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General
Counsel
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ARCLIGHT
CAPITAL PARTNERS, LLC
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By:
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/s/
John A Tisdale
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Name:
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John
A Tisdale
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Title:
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General
Counsel
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Page 6
of 7
EXHIBIT
A
JOINT
FILING AGREEMENT
The
undersigned hereby agree that the statement on Schedule 13G signed by each of
the undersigned shall be filed on behalf of each of the undersigned pursuant to
and in accordance with the provisions of Rule 13d-1(k) under the Securities
Exchange Act of 1934, as amended.
Dated:
February 17, 2009
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ARCLIGHT
ENERGY PARTNERS FUND II, L.P.
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ARCLIGHT
CAPITAL PARTNERS, LLC
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By:
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/s/
John A Tisdale
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By:
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/s/
John A Tisdale
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Name:
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John
A Tisdale
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Name:
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John
A Tisdale
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Title:
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General
Counsel
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Title:
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General
Counsel
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Page 7 of
7
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