8-K: Current report filing
Published on February 26, 1999
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
Date of Report (Date of earliest event reported): February 12, 1999
Quanta Services, Inc.
(Exact name of registrant as specified in its charter)
Delaware 001-13831 74-2851603
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1360 Post Oak Boulevard, Suite 2100
Houston, Texas 77056
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 629-7600
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On February 12, 1999 Quanta Services, Inc. (the "Company"), through a
wholly owned subsidiary, acquired in a single transaction The Ryan Company, Inc.
("Ryan"). Ryan supplies electric power contracting services and maintenance and
repair services for government entities. The Company intends to continue such
operations.
The terms of the acquisition of Ryan were the result of arms'-length
negotiations. The aggregate consideration for Ryan consisted of the assumption
of certain liabilities, 263,665 shares of the Company's Common Stock and $21.4
million in cash, which was funded with the Company's cash and borrowings under
the Company's syndicated credit facility, the agent of which is Bank One, Texas,
NA. (the "Credit Facility").
On February 16, 1999, the Company through a wholly owned subsidiary
acquired in a single transaction Northern Line Layers, Inc. ("Northern").
Northern is a telecommunications and electric utility contractor. The Company
intends to continue such operations.
The terms of the acquisition of Northern were the result of arms'-length
negotiations. The aggregate consideration for Northern consisted of the
assumption of certain liabilities, 666,948 shares of the Company's Common Stock
and $22.4 million in cash, which was funded under the Credit Facility.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of businesses acquired.
The financial statements required by this item will be filed by amendment
not later than April 27, 1999.
(b) Pro forma financial information.
The pro forma financial information required by this item will be filed by
amendment not later than April 27, 1999.
(c) Exhibits.
-2-
EXHIBIT
NUMBER DESCRIPTION
-------- -----------
2.1 Acquisition Agreement and Plan of Reorganization, dated February
12, 1999, by and among Quanta Services, Inc., Quanta I Acquisition,
Inc., The Ryan Company, Inc., John P. Ryan, John P. Ryan 1998
Retained Annuity Trust, Kathleen M. Ryan and Leo S. McNamara,
Trustees, David C. Varisco, Varisco Family Irrevocable Trust of
1998, John P. Ryan, Trustee, and David C. Varisco 1998 Retained
Annuity Trust, John P. Ryan and Mary L. Varisco, Trustees.*
2.2 Acquisition Agreement and Plan of Reorganization, dated February
16, 1999, by and among Quanta Services, Inc., Quanta II
Acquisition, Inc., Northern Line Layers, Inc., Donald G. Bottrell,
Teresa L. Bottrell, James R. Bennett and Marnie M. Bennett.*
________________________
*Copies of omitted schedules and exhibits shall be furnished supplementally
to the Commission upon request.
-3-
SIGNATURE
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.
QUANTA SERVICES, INC.
Date: February 26, 1999 By: /s/ Brad Eastman
------------------------------------
Brad Eastman
Vice President and General Counsel
-4-