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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
NOVEMBER 16, 2001
Date of Report
Earliest Reported Event is
NOVEMBER 15, 2001
QUANTA SERVICES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
001-13831 74-2851603
Commission File No. IRS Employer Identification No.
1360 POST OAK BLVD.
SUITE 2100
HOUSTON, TEXAS 77056
(Address of principal executive offices)
Registrant's telephone number, including area code:
(713) 629-7600
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ITEM 5. OTHER EVENTS.
On NOVEMBER 16, 2001, Quanta Services, Inc. issued the following press release:
HOUSTON - NOVEMBER 16, 2001 - Quanta Services, Inc. (NYSE: PWR)
announced today that its board of directors last night adopted amendments
to its stockholder rights agreement.
Pursuant to the principal amendment, UtiliCorp United Inc. will no
longer be an exempt person under the rights agreement upon UtiliCorp's
acquisition of 39 percent of the outstanding shares of Quanta common stock
on an as-converted basis, rather than upon the acquisition of 49.9 percent
of the outstanding shares of common stock on an as-converted fully diluted
basis, as was previously the case.
In addition, the amendments provide that upon a "Flip-In Event" as
defined in the rights agreement, the rights issued pursuant to the rights
agreement would be exercisable for series B junior participating preferred
stock of Quanta at a discount, rather than for Quanta common stock at a
discount as was previously the case.
Finally, the amendments provide that the rights held by an "Acquiring
Person" as defined in the rights agreement will become exercisable upon a
Flip-In Event for a new series of Quanta preferred stock, series C junior
convertible preferred stock, rather than becoming void as was previously
the case. After careful review of the existing rights agreement, the Board
of Directors has determined that the amendments are in the best interests
of Quanta and its stockholders.
"After many weeks of negotiations with UtiliCorp, we could not reach
agreement upon a strategy that would allow UtiliCorp to consolidate our
financial results for accounting purposes on terms acceptable to Quanta,"
stated John Colson, Quanta's chief executive officer. "In the face of
UtiliCorp's communications last evening breaking off negotiations and
stating its intent to resume open market purchases of Quanta stock, the
board acted to protect the best interests of all Quanta stockholders
against a change of control transaction which did not provide an
appropriate benefit to all shareholders.
"UtiliCorp's creeping acquisition program is unfair to and not in the
best interest of our public stockholders. We look forward to a continued
cordial and mutually beneficial relationship with UtiliCorp and hope to
resume negotiations in the future."
Quanta Services, Inc. is a leading provider of specialized contracting
services, delivering end-to-end network solutions for electric power,
telecommunications and cable television. Quanta provides comprehensive
services nationwide including designing, installing, repairing and
maintaining network infrastructure.
NOVEMBER 16, 2001 CONTACTS:
Vince Foster, Chairman Ken Dennard
Quanta Services, Inc. Easterly Investor Relations
713-629-7600 713-529-6600
kdennard@easterly.com
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits. The following documents are filed as exhibits to this current
report.
4.6 Amendment No. 1 (dated November 15, 2001) to Rights Agreement dated
March 8, 2000 between Quanta Services, Inc. and American Stock
Transfer & Trust Company, as Rights Agent, which includes as Exhibit B
thereto the Form of Right Certificate.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: NOVEMBER 16, 2001 QUANTA SERVICES, INC.
By: /s/ Dana A. Gordon
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Name: Dana A. Gordon
Title: Vice President - General Counsel
Exhibit Index
Exhibit No. Description
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4.6 Amendment No. 1 (dated November 15, 2001) to Rights Agreement
dated March 8, 2000 between Quanta Services, Inc. and American
Stock Transfer & Trust Company, as Rights Agent, which includes
as Exhibit B thereto the Form of Right Certificate.