SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant |X|
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
|X| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
QUANTA SERVICES, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| 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:
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(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.:
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(3) Filing Party:
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(4) Date Filed:
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EXPLANATORY NOTE
Quanta Services, Inc., a Delaware corporation ("Quanta
Services"), is filing the materials contained in this Schedule 14A with the
Securities and Exchange Commission on April 26, 2002 in connection with the
solicitation of proxies for electing the board of directors of Quanta Services
at the 2002 annual meeting of Quanta Services' stockholders.
The following materials were presented by Quanta Services to
Institutional Shareholder Services on April 26, 2002:
###
[QUANTA SERVICES LOGO]
Forward Looking Statement Notice
--------------------------------------------------------------------------------
This presentation contains "forward looking" statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Such statements include
statements regarding the Company's expected future revenues, growth, margins,
earnings per share, EBITDA, cash flow and the Company's expectations
regarding industry trends.
Any such forward-looking statements are not guarantees of future performance
and involve a number of risks and uncertainties, including those identified
in the company's reports filed under the Securities Exchange Act of 1934.
2 [QUANTA SERVICES LOGO]
Who We Are
--------------------------------------------------------------------------------
Leading provider of end-to-end
specialty contracting solutions
* Primary Industries * Primary Network Infrastructure Services
o Electric power o Design
o Natural gas & petroleum o Installation
o Telecommunications o Repair
o Broadband cable television o Maintenance
o Emergency response
3 [QUANTA SERVICES LOGO]
Milestones
--------------------------------------------------------------------------------
* Founded in August 1997
* Completed IPO in February 1998
o Acquired four founding companies concurrent with IPO
o Annual revenue run rate of $150 million
* Raised over $1 billion in debt and equity over the past four years
o ECT investment in October 1998
o Aquila initial investment in September 1999
* Formalized corporate infrastructure for national platform
o Strong executive and field management team with specialized expertise
o Broadened services offering
o Sharing of best practices throughout the organization
* Current revenue run rate of approximately $2.0 billion
* Current enterprise value of approximately $1.9 billion
4 [QUANTA SERVICES LOGO]
[QUANTA SERVICES LOGO]
o Situation Overview
Situation Overview
--------------------------------------------------------------------------------
* Quanta opposes Aquila control without appropriate value or protections
for Quanta stockholders
* Board's interests are aligned with ALL stockholders
o Directors not designated by Aquila own over 5% of Quanta stock
* Committed to building value for stockholders: will consider all
value-enhancing transactions
* Contrary to Aquila's assertions, Quanta has performed well relative to
peers
* Quanta has excellent long-term prospects as the premier national
contracting solutions franchise
o Ideal network construction outsourcing solution
o Customers must repair and expand aging transmission infrastructure
over the medium to long term
6 [QUANTA SERVICES LOGO]
Aquila Relationship
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* Pre-September 2001:
o Aquila & Quanta enter "strategic alliance" with Aquila taking 20%
stake in June 1999
o Strategic relationship with Aquila does not meet
expectations - $12 million of $2 billion in revenue in 2001
o Pending Everest litigation has resulted from Aquila subsidiary
contract disputes
o Aquila buys 10% stake from Enron in April 2000
o Aquila continued open market and private purchases bringing stake up
to 35% by end of 2000
* September - October 2001:
o Aquila says wants consolidation
o Aquila gradually increases stake to 38.5% and attempts to take
"creeping control" of Quanta
o Parties attempt to negotiate compromise giving Aquila consolidation,
but protecting Quanta stockholders
* November 2001:
o Negotiations fail - Aquila threatens creeping takeover
o Quanta announces amendments to the stockholder rights agreement;
Aquila sues
* December 2001:
o Quanta Board appoints Special Committee consisting of seven Quanta
directors unaffiliated with Aquila
7 [QUANTA SERVICES LOGO]
Aquila Relationship
--------------------------------------------------------------------------------
* February 2002:
o Parties attempt to negotiate but Aquila walks away when accounting
advice changes
o Aquila launches proxy fight; nearly 50% of projected 2002 earnings
growth assumes Quanta consolidation - Aquila then denies that
consolidation is a goal when accounting is challenged
o Quanta Board says will oppose Aquila efforts to take control without
offering benefits or protections for other stockholders
o Quanta Special Committee authorizes exploration of alternatives,
adopts SECT, makes pill "chewable"
o Aquila stake currently at 34% (Aquila challenging SECT)
8 [QUANTA SERVICES LOGO]
[QUANTA SERVICES LOGO]
II. Business Overview
Quanta's Nationwide Reach
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[MAP OF THE UNITED STATES DEPICTING QUANTA'S
PRINCIPAL OFFICES, HEADQUARTERS AND SERVICE TERRITORY]
10 [QUANTA SERVICES LOGO]
Advantages of Scale
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* Strategic alliances and preferred provider relationships
* Improved utilization of equipment and personnel
* Purchasing power on equipment
* Better access to capital and experienced personnel
* Comprehensive, profitable service offering
* Shared operating best practices throughout the nation
11 [QUANTA SERVICES LOGO]
Diversified Revenue Mix
--------------------------------------------------------------------------------
[PIE CHART]
----------------------------------- ----------------------------------------
Revenue by Customer Type - FY 2001 Revenue by Work Type - FY 2001
----------------------------------- ----------------------------------------
Electric & Gas - 40% Outside Electric Utility & Gas - 42%
Telecom - 30% Local & Area Loop - 16%
Ancillary - 16% Cable TV - 14%
Cable TV - 14% Other - 10%
Long Haul - 9%
C&I - 6%
Wireless - 3%
* Well positioned in each industry * Outside electric and gas experienced
internal growth of 28%, compared
* Reputation for quality, compre- to 2000
hensive services, safe operations
* Reflects evolving customer
* Flexibility to respond to market requirements
shifts, customer needs
* Full solutions for converging
* Increasing opportunities industries
12 [QUANTA SERVICES LOGO]
Financial Highlights
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$ Millions
(except per share data) 1999 2000 2001
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Income Statement
Sales $926 $1,793 $2,015
Gross Profit 214 414 414
EBITDA 158 308 293
EBIT 123 251 214
Net Income 58 128 98
EPS $1.13 $1.72 $1.27
Balance Sheet
Debt $206 $500 $508
Credit Stats
EBIT/Interest 8.1x 9.8x 5.9x
EBITDA/Interest 10.4x 12.0x 8.1x
FFO/Total Debt 49% 35% 35%
Debt/Capitalization 21% 32% 30%
Source: Quanta Management
Note: Historical income statement items are before merger and special charges
of $7 million, $29 million and $21 million in 1999, 2000, and 2001,
respectively.
13 [QUANTA SERVICES LOGO]
2002 Insight and Focus
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* Increase market share
* Strategic growth
o Internal
o Acquisitions
* Expand operating efficiencies
o Continue cross-unit synergy
o Decrease SG&A and other costs
* Maximize cash flow
* Pay down debt
14 [QUANTA SERVICES LOGO]
Experienced Management
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More than 30 operating executives
with over 25 years of experience
Name Position Years Experience
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* Vince Foster Chairman 24
* John Colson CEO, Director 31
* James Haddox CFO 30
* Peter Dameris COO 16
* John Wilson SVP, Director 26
* Gary Tucci RVP, Director 28
15 [QUANTA SERVICES LOGO]
Key Investment Highlights
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* Large, long-term market opportunities
* Uniquely positioned as industry leader with true national footprint
* Significant advantages of scale
* Comprehensive capabilities, diverse customer base
* Substantial free cash flow generation in times of slower growth
* Proven acquisition and integration strategy
* Experienced management team with adaptable business model
16 [QUANTA SERVICES LOGO]
[QUANTA SERVICES LOGO]
III. Recent Performance
Repositioning the Business
--------------------------------------------------------------------------------
[PIE CHART]
--------------------------------
Revenue Mix 2000
--------------------------------
Telecommunications 42%
Electric Power 28%
Cable Television 16%
Ancillary 14%
[PIE CHART]
--------------------------------
Revenue Mix 2002E
--------------------------------
Electric Power 51%
Telecommunications 25%
Cable Television 12%
Ancillary 12%
[BAR GRAPH]
Cash Flow from Operations (1)
$ Millions
1998 1999 2000 2001
------------------------------------
$8 $46 $45 $210
(1) As reported after changes in working capital.
18 [QUANTA SERVICES LOGO]
Comparative Forward P/E Multiples
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Quanta and MasTec -- 3 years
[Graph depicting Price to FY2 IBES Estimates FOR Quanta and MasTec daily from
April 23, 1999 to April 23, 2002
* Aquila's actions are depressing the value of Quanta
* Traditionally, the market has attributed a higher multiple to Quanta
than MasTec in recognition of Quanta's higher quality business mix
o 38% Premium over 3 years
o Quanta 39% utility
o MasTec 14% utility
* On the basis of IBES, the historical premium is not reflected today
o Quanta 2003E P/E: 11.1x
o MasTec 2003E P/E: 11.8x
19 [QUANTA SERVICES LOGO]
Indexed Stock Price Performance
Quanta vs. MasTec vs. Dycom vs. Russell 2000
--------------------------------------------------------------------------------
Even though Aquila's actions have impacted Quanta, Quanta's
stock price has outperformed its peers
[GRAPH]
Three Years
-----------
Indexed Stock Prices
Daily from 31-Dec-1998 to 31-Dec-2001
[Initial stock prices set at 100%]
-------------------------------------
[Stock Prices as of December 31, 2001:]
Russell 2000 116%
Quanta 105%
Dycom 66%
MasTec 50%
[GRAPH]
One Year
--------
Indexed Stock Prices
Daily from 31-Dec-2000 to 31-Dec-2001
[Initial stock prices set at 100%]
-------------------------------------
[Stock Prices as of December 31, 2001:]
Russell 2000 101%
Quanta 48%
Dycom 46%
MasTec 35%
Source: FactSet
20 [QUANTA SERVICES LOGO]
Revenue Growth
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[BAR GRAPH]
$ Millions, as reported
1997 1998 1999 2000 2001
-----------------------------------------------------
$75 $200 $600 $1,793 $2,015
21 [QUANTA SERVICES LOGO]
Revenue Comparison
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[BAR GRAPH]
[$ Millions, as reported
1997 1998 1999 2000 2001
--------------------------------------------------------------
Quanta $75 $319 $926 $1,793 $2,015
Dycom $426 $441 $651 $882 $702
MasTec $659 $1,049 $1,055 $1,330 $1,223]
22 [QUANTA SERVICES LOGO]
EBITDA
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[GRAPH DEPICTING EBITDA
(Dollar figures in millions):
1997 1998 1999(1) 2000(1) 2001(1)
$25 $45 $159 $310 $292]
1 Before merger and special charges.
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23
EBITDA COMPARISON
--------------------------------------------------------------------------------
[GRAPH DEPICTING EBITDA
(Dollar figures in millions):
1997 1998 1999 2000 2001
Quanta $25 $45 $159 $310 $293
Dycom $38 $73 $114 $155 $102
MasTec $81 $105 $149 $188 $138]
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24
CURRENT CAPITALIZATION
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$ Millions 12/31/2001
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Cash and cash equivalents 6.3
=======
Debt
Senior Credit Facility 109.3
Senior Secured Notes 210.0
Other Debt (1) 16.5
Convertible subordinated notes 172.5
-------
Total Debt 508.3
Stockholders' equity 1,206.8
-------
Total capitalization 1,715.2
=======
Debt to capitalization 29.6%
1 Includes capital lease obligations and pre-acquisition debt secured by
equipment.
[QUANTA SERVICES LOGO]
25
INDUSTRY LEADING PROFITABILITY IN 2001
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[GRAPH DEPICTING EBIT AND EBITDA MARGINS:
EBIT EBITDA
Quanta 11% (1) 15% (1)
Arguss 5% 10%
Dycom 9% 14%
MasTec 6% 11%]
1 Before merger and special charges.
[QUANTA SERVICES LOGO]
26
EPS: QUANTA OUTPERFORMS PEERS
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[GRAPH DEPICTING EPS GROWTH:
1999 2000 2001
Quanta 69% 42% -11%
Arguss 92% 32% -100%
Dycom -9% 25% -44%
MasTec 17% 29% -30%]
[QUANTA SERVICES LOGO]
27
[QUANTA SERVICES LOGO]
IV. PERSPECTIVE ON AQUILA
AQUILA STOCKHOLDER ABUSE
--------------------------------------------------------------------------------
* Aquila has a legacy of promoting their own interests at the expense of
minority shareholders' rights
o April 1999: Aquila squeezes out the minority in its controlled
subsidiary, Aquila Gas Pipeline (AGP) at a low price and over the
objections of a special committee of AGP directors
o Sell to shareholders at $15.00 and buy back at $8.00 (1)
RESULT: 47% DISCOUNT
o January 2002: Without bothering to install independent directors to
approve the transaction, Aquila squeezes out minority stockholders in
its highest growth subsidiary to take advantage of a weak market.
Aquila was sued by minority investors
o Sell to shareholders at $24.00 and buy back at $18.21 (24%)
RESULT: 24% DISCOUNT
1 Excludes dividends with a present value of $0.32 as of the squeeze-out date.
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29
AQUILA'S EPS BUILDING BLOCKS
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AQUILA'S PREVIOUS GUIDANCE FOR 2002 RESULTS INCLUDED ROUGHLY $0.12/SHARE OF
ACCRETION FROM A POSSIBLE ACCOUNTING CONSOLIDATION OF AQUILA'S INVESTMENT IN
QUANTA
[GRAPHIC DEPICTING EPS VS. YEARS:
2001 $2.44
2002E
Normal Commodity Cycle $(0.21)
Stock Offering $(0.19)
Quanta $0.12
International (including Midlands) $0.27
Lower Expense $0.07
Base Business Growth $0.18
--------
Exchange Offer = $2.68
(minority interest offset) $0.00
Goodwill $0.15
------
2002E Total $2.83
Source: Aquila 2001 year-end earnings presentation
Note: Aquila recently lowered their guidance and took Quanta out of the 2002E
EPS.
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30
AQUILA'S LACKLUSTER PERFORMANCE
--------------------------------------------------------------------------------
* On April 19, 2002, Aquila announced that it expects its first quarter
earnings to fall 54% from 2001 levels
* Aquila shares lost 19% of their value in 2001 and have further declined
9% through April 19, 2002
* Aquila recently was downgraded by Fitch rating service to BBB-, just
above junk bond status
* Aquila is engaged in a dispute with Chubb over their agreement to
collateralize $570 million worth of surety bonds
* In spite of lackluster performance the Green brothers rewarded themselves
handsomely
o Their average bonus increase from 2000-2001 was 40%
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31
AQUILA'S "PROGRAM FOR ENHANCING VALUE"
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* Committed to exploring a sale of the company
o The existing Board of Directors is committed to evaluating all
alternatives
o Aquila has been an obstruction to Quanta operations and the Board's
efforts to explore a full range of strategic alternatives for the
company
* Joint Self Tender/Aquila Tender offer for shares
o Aquila is trying to take control of Quanta using Quanta's own balance
sheet and without offering a premium for Quanta's shares or any solid
protections for minority shareholders
o They would limit the company's financial flexibility and capacity to
complete continued strategic acquisitions
* Seek strategic investors to advance the strategy
o Again, an alternative the Board is currently pursuing, in spite of
Aquila's obstruction
o Aquila is proposing the right to reserve flexibility for it to sell
its control stake to such strategic investors without regard for the
implications to other shareholders
o Not clear that Aquila's "independent directors: would have any say on
squeeze-outs (ala AGP and "Old Aquila") or on sale by Aquila of its
control block
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32
AQUILA BOARD NOMINEES
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Class
Represented Name Age Position
--------------------------------------------------------------------------------
CONVERTIBLE Terrence P. Dunn 52 President and Chief Executive,
PREFERRED Officer Dunn Industries
Robert K. Green 40 President and Chief Executive
Officer, AQUILA
Keith G. Stamm 41 President and Chief Operating
Officer, Global Networks Group,
AQUILA
--------------------------------------------------------------------------------
COMMON Richard C. Kreul 46 Vice President, Energy Delivery
AQUILA
Robert E. Marsh 42 Corporate Counsel Group LLP
(KC-based law firm, working
relationship with AQUILA)
Edward K. Mills 42 President and Chief Executive
Officer Merchant Service Group
AQUILA Merchant Services
R. Paul Perkins 59 Senior Vice President,
Corporate Development, AQUILA
Bruce A. Reed 48 Senior Vice President and
General Manager, AQUILA
Merchant Services
William H. Starbuck 67 New York University, Stern
School of Business
Source: Aquila Proxy 3-Apr-2002
Note: Aquila was previously allowed to elect the Convertible Preferred
Directors. The Common Nominees are the additional directors that will run
against Quanta's Common Nominees.
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33
[QUANTA SERVICES LOGO]
IV. QUANTA RESPONSE
RECENT QUANTA BOARD INITIATIVES
--------------------------------------------------------------------------------
* Approved creation of a Stock Employee Compensation Trust ("SECT") with 8
million shares of common stock in the trust to fund a significant portion
of the Company's employee benefit obligations during the next 15 years
* Standardized employment agreements for certain corporate and operating
unit employees
o Aimed at ensuring an "in place" management team
o Stabilize the Company's most vital assets
* Amended Quanta's stockholder rights plan to render the rights
inapplicable to any offer for all Quanta shares that is accepted by 75%
of the stockholders
o "Chewable pill" continues to protect Quanta investors against partial
or creeping takeover efforts, but would not stand in the way of any
serious equitable offer
* Authorized financial advisor, Goldman Sachs, to explore a range of
strategic options, including acquisitions, stock repurchase,
recapitalization and extraordinary transactions
o Any transaction would be structured so as to preclude Aquila from
achieving control without offering value and protections to Quanta
stockholders
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35
RECENT QUANTA BOARD INITIATIVES - SECT
--------------------------------------------------------------------------------
* Provides greater financial flexibility by reducing the Company's cash
obligations to fund employee benefit programs
* Increases equity base by 9%; not counted for EPS until shares released;
modest voting dilution
* Credit agencies give companies partial equity credit for Trust shares -
"strong equity characteristics"
* Many companies have similar programs, including American Express, DuPont,
Pfizer, Conrail, Tenneco and Corning
* Trust acquired common stock from Quanta primarily in exchange for a
promissory note equal to the market value of the stock being sold
* Underscores management's belief in stock and commitment to stock-based
compensation and incentives
* Shares in Trust voted confidentially by a broad based group (over 2000)
of employees, not including employees who are directors
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36
SUMMARY
--------------------------------------------------------------------------------
* Quanta has a very solid business that has performed well relative to its
peers in a very difficult market and we have excellent long term
prospects
* Quanta's management team has established the premier franchise in the
utility infrastructure services industry
* Aquila's hand picked nominees are pledged to Aquila's self serving agenda
* Aquila is trying to take control of Quanta without offering anything of
economic value or any protections for minority shareholders
o Aquila's strategy has proved to be an obstruction of value
enhancement opportunities
* Quanta is committed to enhancing shareholder value and protecting the
rights of all shareholders
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37
[QUANTA SERVICES LOGO]
APPENDIX
BOARD OF DIRECTORS
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Class Director
Represented Name Age Position Since
--------------------------------------------------------------------------------
COMMON James R. Ball 58 Director 1998
John R. Colson 53 Chief Executive Officer, 1998
Director
Louis C. Golm 59 Director 2001
Jerry J. Langdon 49 Director 2001
Gary A. Tucci 44 Regional Vice President, 1998
President of Potelco, Inc.
Director
John R. Wilson 51 Regional Vice President, 1998
President of PAR Electrical
Contractors, Inc.,
Director
--------------------------------------------------------------------------------
COVERTIBLE Terrence P. Dunn 53 Director 2001
PREFERRED Robert K. Green 39 Director 1999
(AQUILA)
--------------------------------------------------------------------------------
LIMITED VOTE Vincent D. Foster 44 Chairman of the Board 1997
of Directors
Source: Quanta Proxy 24-May-2001
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39
BOARD OF DIRECTORS
--------------------------------------------------------------------------------
Class 2001 BOARD COMMITTEE
Represented Name Age ATTENDANCE CHAIRS
--------------------------------------------------------------------------------
COMMON James R. Ball 58 100% Compensation,
Nomination
John R. Colson 53 100% Small Acquisition
Louis C. Golm 59 88%
Jerry J. Langdon 49 89%
Gary A. Tucci 44 89%
John R. Wilson 51 89%
--------------------------------------------------------------------------------
CONVERTIBLE Terrance P. Dunn 53 38% Audit
PREFERRED Robert K. Green 39 56%
(AQUILA) James G. Miller 52 43%
--------------------------------------------------------------------------------
LIMITED VOTE Vincent D. Foster 44 100% Aquisition
Source: Quanta Mangement
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40
Board Background - Chairman
--------------------------------------------------------------------------------
Director
Director Age Title Since
--------------------------------------------------------------------------------
VINCENT D. FOSTER 44 CHAIRMAN OF THE BOARD OF DIRECTORS 1997
Mr. Foster has served as Senior Managing Director of Main Street Equity Ventures
(and its predecessor firm), a venture capital firm, since 1997. From 1988
through 1997, Mr. Foster was a partner of Andersen Worldwide and Arthur Andersen
LLP ("Arthur Andersen"). Mr. Foster is also a director of U. S. Concrete, Inc.,
Carriage Services, Inc., Fabrication Technologies Corp., and National Alarm
Technologies. Mr. Foster holds a J.D. degree and is a Certified Public
Accountant.
--------------------------------------------------------------------------------
JOHN R. COLSON 53 CHIEF EXECUTIVE OFFICER 1998
Mr. Colson has served as the Chief Executive Officer since December 1997. He
joined PAR Electrical Contractors, Inc. ("PAR"), now a subsidiary of Quanta, in
1971 and served as its President from 1991 to December 1997. He is currently a
member of the Council of Industrial Relations, governor of the Missouri Valley
chapter of the National Electrical Contractors Association ("NECA"), a director
of the Missouri Valley Line Apprenticeship Program and a director of U. S.
Concrete, Inc., a publicly traded ready-mixed concrete manufacturer and
distributor.
--------------------------------------------------------------------------------
GARY A. TUCCI 44 REGIONAL VICE PRESIDENT, 1998
PRESIDENT OF POTELCO, INC.
Mr. Tucci has served as a Regional Vice President of Quanta since August 1998.
Mr. Tucci joined Potelco, Inc., now a subsidiary of Quanta, in 1975 and has
served as its President since 1988. He is a member of the Joint
NECA/International Brotherhood of Electrical Workers Apprenticeship and Training
Committee as well as the National Labor Relations Board.
--------------------------------------------------------------------------------
JOHN R. WILSON 51 REGIONAL VICE PRESIDENT, 1998
PRESIDENT OF PAR ELECTRICAL
CONTRACTORS, INC.
Mr. Wilson has served as a Regional Vice President of Quanta since April 1999
and as President of PAR since 1997. Mr. Wilson joined PAR in 1977 and served as
an Executive Vice President from 1991 to 1997.
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41
MANAGEMENT AND INDEPENDENT DIRECTOR OWNERSHIP
--------------------------------------------------------------------------------
QUANTA MANAGEMENT AND INDEPENDENT DIRECTORS HAVE SIGNIFICANT OWNERSHIP
---------------------------------------------------------------------------------------------------------------------------
Shares of Limited Vote
Common Stock Shares of Common Stock
Beneficially Owned Beneficially Owned
------------------------- -------------------------
Name Number Percent of Class Number Percent of Class
John R. Colson - - 2,223,19 3.9%
John A. Martell - - 671,726 1.2
John R. Wilson - - 653,012 1.1
Gary A. Tucci - - 528,159 *
Luke T. Spalj - 300,482 *
Vincent D. Foster 207,262 11.8% 108,321 *
James H. Haddox 70,000 4.0 104,448 *
Elliott C. Robbins - - 65,108 *
Michael T. Willis 10,253 * 30,000 *
James R. Ball 29,625 1.7 37,500 *
Terrence P. Dunn - -
Jerry J. Langdon - -
Louis Golm - -
All independent directors and executive 354,640 20.2 4,811,015 8.4
officers as a Group (17 persons)
* Percentage of shares does not exceed 1%.
Source: Quanta Proxy 24-May-2001
[QUANTA SERVICES LOGO]
42
[QUANTA SERVICES LOGO]
THE POWER OF ONE
NYSE: QUANTA