SC 13D/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities
Published on October 18, 1999
__________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Quanta Services, Inc.
(Name of Issuer)
__________________
Common Stock, $.00001 par value
(Title of Class of Securities)
__________________
(CUSIP Number)
74762E 10 2
__________________
Julia Murray
General Counsel-Finance
Enron North America Corp.
1400 Smith Street
Houston, Texas 77002
(713) 853-6161
(Name, Address and Telephone Number
of Person Authorized to Receive Notices
and Communications)
__________________
September 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
this acquisition that is the subject of this Schedule 13D, and is filing this
Schedule because of Rule 13d-1(e),
Rule 13d-1(f) or Rule 13d-1(g), check the following box: [_]
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.
__________________________
Page 1 of 22 Pages
SCHEDULE 13D
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CUSIP NO. 74762E 10 2 PAGE 2 OF 22 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON;
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Enron North America Corp. (formerly known as Enron Capital & Trade
Resources Corp.)
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 3,589,090*
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
3,589,090*
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
3,589,090*
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
11.1%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
* Represents shares of Common Stock issuable upon conversion of US $49,350,000
principal amount of 6 7/8% Convertible Promissory Notes due 2010 by the
conversion price of US $13.75.
** Based on information provided by the Issuer as of August 12, 1999.
SCHEDULE 13D
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CUSIP NO. 74762E 10 2 PAGE 3 OF 22 PAGES
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- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON;
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ECT Merchant Investments Corp.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 897,272*
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
897,272*
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
897,272*
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
3.0%**
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
* Represents shares of Common Stock issuable upon conversion of US
$12,337,500.00 principal amount of 6 7/8% Convertible Promissory Notes due
2010 by the conversion price of US $13.75.
** Based on information provided by the Issuer as of August 12, 1999.
SCHEDULE 13D
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CUSIP NO. 74762E 10 2 PAGE 4 OF 22 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON;
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Enron Corp.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Oregon
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 3,589,090*
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
3,589,090*
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
3,589,090*
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
11.1%**
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
* Represents shares of Common Stock issuable upon conversion of US $49,350,000
principal amount of 6 7/8 Convertible Promissory Notes due 2010 by the
conversion price of US $13.75.
** Based on information provided by the Issuer as of August 12, 1999.
SCHEDULE 13D
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CUSIP NO. 74762E 10 2 PAGE 5 OF 22 PAGES
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NAME OF REPORTING PERSON;
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joint Energy Development Investments II Limited Partnership
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 2,691,818*
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
2,691,818*
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,691,818*
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
8.6%**
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
PN
- ------------------------------------------------------------------------------
* Represents shares of Common Stock issuable upon conversion of US $37,012,500
principal amount of 6 7/8% Convertible Promissory Notes due 2010 by the
conversion price of US $13.75.
** Based on information provided by the Issuer as of August 12, 1999.
Page 6 of 22 Pages
AMENDMENT NO. 2 TO
STATEMENT ON SCHEDULE 13D
Introductory Note: This Amendment No. 2 to Statement on Schedule 13D is
being filed by Enron Corp., an Oregon corporation ("Enron"), Enron North America
Corp., a Delaware corporation ("ENA"), formerly known as Enron Capital & Trade
Resources Corp., ECT Merchant Investments Corp., a Delaware corporation
("EMIC"), and Joint Energy Development Investments II Limited Partnership, a
Delaware limited partnership ("JEDI II"), which are collectively referred to as
the "Reporting Entities." All information herein with respect to Quanta
Services, Inc., a Delaware corporation (the "Issuer"), and the common stock, par
value $.00001 per share of the Issuer ("Common Stock") is presented to the best
knowledge and belief of the Reporting Entities. Capitalized terms used and not
defined in this Amendment No. 2 to Statement on Schedule 13D have the meanings
set forth in the Schedule 13D. The joint Schedule 13D of Enron, Enron Capital &
Trade Resources Corp., a Delaware corporation ("ECT"), and JEDI II filed October
9, 1998, as amended by a Schedule 13D/A of Enron, ECT, EMIC and JEDI II filed
January 12, 1999, is further amended as follows:
Item 4. Purpose of Transaction.
Item 4 of Schedule 13D is hereby amended by adding the following:
Pursuant to a First Amendment dated September 21, 1999 (the "First
Amendment") to Securities Purchase Agreement and Registration Rights Agreement,
both dated September 29, 1998 (as so amended, the "Purchase Agreement" and the
"Registration Rights Agreement"), the Issuer, EMIC and JEDI II have agreed to
amend certain provisions of the Purchase Agreement and the Registration Rights
Agreement and to take certain other actions as more fully described in the First
Amendment. Further, in connection with the execution of a Securities Purchase
Agreement and related transaction documents (the "Transaction Documents")
between the Issuer and UtiliCorp United Inc. ("UtiliCorp"), EMIC and JEDI II
have executed a letter agreement (the "Letter Agreement") agreeing to waive
certain provisions of the Purchase Agreement and Registration Rights Agreement
in order for the Issuer and UtiliCorp to enter into and perform certain aspects
of the Transaction Documents.
The First Amendment and the Letter Agreement are each attached as exhibits
to this Amendment No. 2 to Statement on Schedule 13D and incorporated herein by
reference, and the following summaries of the terms of such agreements are
qualified by reference to the actual documents.
First Amendment. Under the terms of the First Amendment, the definition of
---------------
Registrable Securities contained in the Registration Rights Agreement has been
amended such that the Issuer is required to register for sale under the
Securities Act of 1933, as amended, (i) the Conversion Shares (as defined in the
Registration Rights Agreement) (including shares of Common Stock actually issued
upon conversion of the Convertible Notes), (ii) other shares of Common Stock
acquired by EMIC and/or JEDI II pursuant to Section 2.06 of the Purchase
Agreement, and (iii) the Indenture Notes (as defined in the First Amendment),
the underlying Conversion Shares and any replacement or substitute for, or
reissuance of, any Indenture Notes. The First Amendment also modifies the
provision of the Registration Rights Agreement relating to "piggyback"
registration rights to the extent that a record holder of any Registrable
Securities must share equally, on a share for share basis, with shares sought to
be registered by UtiliCorp. As stated previously, the First Amendment permits
the registration of the Convertible Notes, subject to certain requirements,
including, but not limited to, engaging a nationally recognized indenture
trustee (the "Trustee") and entering into a customary indenture with a Trustee.
Page 7 of 22 Pages
Letter Agreement. Pursuant to the Letter Agreement, EMIC and JEDI II have
----------------
agreed to waive certain provisions of the Purchase Agreement so that the Issuer
and UtiliCorp may enter into and perform certain aspects of the Transaction
Documents. Specifically, EMIC and JEDI II have agreed to waive certain rights
under the Purchase Agreement with respect to (i) the Issuer's issuance to
UtiliCorp of 1,860,000 shares of the Issuer's Series A Convertible Preferred
Stock (the "Preferred Stock") and (ii) the conversion of the Preferred Stock
into Common Stock, all in accordance with the terms of the Transaction
Documents. In addition, EMIC and JEDI II have agreed to waive their rights under
the Purchase Agreement so that the Issuer may pay holders of the Preferred Stock
regularly scheduled dividends so long as the declaration and payment of any such
dividend would not result in a Default or Event of Default (both as defined in
the Purchase Agreement). Similarly, EMIC and JEDI II have agreed to waive their
rights under the Purchase Agreement in order to allow the Issuer and UtiliCorp
to enter into a Management Services Agreement (the "Management Agreement") and
the other transactions contemplated by the Transaction Documents, provided that
the Issuer may only pay the regularly scheduled fee contemplated by the
Management Agreement if the payment of any such fee would not result in a
Default or Event of Default.
EMIC and JEDI II have also agreed to waive certain provisions of the
Registration Rights Agreement for the benefit of the Issuer and UtiliCorp under
the terms of the Letter Agreement. Specifically, notwithstanding certain
provisions of the Registration Rights Agreement the Issuer may grant to
UtiliCorp certain demand registration rights provided that the consent of EMIC
and JEDI II to the foregoing is based on the agreement of the Issuer and
UtiliCorp that so long as the Purchasers (as defined in the First Amendment) or
their successors and assigns hold Registrable Securities (as defined in the
Registration Rights Agreement), none of the provisions in Article II of the
Investor's Rights Agreement between the Issuer and UtiliCorp may be amended,
modified, expanded or waived without the consent of the Purchasers or their
successors and assigns. Finally, EMIC and JEDI II have agreed to allow the
Issuer to grant certain "piggyback" registration rights to UtiliCorp.
Other than the transactions described herein, none of the Reporting
Entities, nor to their knowledge any of the persons named in Schedule I hereto
(which sets forth certain additional information with respect to each director
and executive officer of ENA, Enron, Enron Capital II Corp. and EMIC), has any
plan or proposal that would result in any of the consequences listed in
paragraphs (a) - (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) Neither EMIC nor JEDI II directly owns any Common Stock of the Issuer.
As set forth in this Amendment No. 2 to Statement on Schedule 13D, EMIC directly
owns a Convertible Note in the principal amount of $12,337,500.00 which is
convertible into 897,272 shares of Common Stock of the Issuer and JEDI II
directly owns a Convertible Note in the principal amount of $37,012,500.00 which
is convertible into 2,691,818 shares of Common Stock of the Issuer. If the
Convertible Notes were converted in full by EMIC or JEDI II, respectively, the
shares of Common Stock issuable upon such conversion would represent
approximately 3.0% and 8.6% of the outstanding Common Stock based on the number
of shares of Common Stock outstanding as of August 12, 1999, as reported by the
Issuer on its Form 10-Q for the quarter ended June 30, 1999.
Enron and ENA may be deemed to beneficially own the shares of Common Stock
issuable upon conversion of the Convertible Notes held by both EMIC and JEDI II;
however, Enron and ENA disclaim any beneficial ownership over such securities.
EMIC disclaims beneficial ownership over the shares of Common Stock issuable
upon conversion of the Convertible Note held by JEDI II, and JEDI II disclaims
Page 8 of 22 Pages
beneficial ownership over the shares of Common Stock issuable upon conversion of
the Convertible Note held by EMIC.
(b) Enron, ENA and EMIC may be deemed to share voting and dispositive over
the shares of Common Stock issuable upon conversion of the Convertible Note held
by EMIC. Enron, ENA and JEDI II may be deemed to share voting and dispositive
power over the shares of Common Stock issuable upon conversion of the
Convertible Note held by JEDI II.
Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to
the Securities of the Issuer.
Item 6 of Schedule 13D is hereby amended by adding the following:
See the description of the First Amendment and the Letter Agreement in Item
4 above.
Item 7. Material to be Filed as Exhibits.
(i) Joint Filing Agreement by and among the Reporting Entities
(ii) First Amendment to Securities Purchase Agreement and Registration
Rights Agreement dated September 21, 1999
(iii) Letter Agreement dated September 21, 1999
Page 9 of 22 Pages
INDEX TO EXHIBITS
(i) Joint Filing Agreement by and among the Reporting Entities
(ii) First Amendment to Securities Purchase Agreement and Registration
Rights Agreement dated September 21, 1999
(iii) Letter Agreement dated September 21, 1999