424B3: Prospectus filed pursuant to Rule 424(b)(3)
Published on March 26, 2004
Prospectus Supplement No. 2 Filed Pursuant to Rule 424(b)(3)
(To Prospectus dated February 12, 2004) Registration Number 333-111738
$270,000,000
QUANTA SERVICES, INC.
4.50% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2023
AND
THE COMMON STOCK ISSUABLE UPON CONVERSION OR REPURCHASE OF THE DEBENTURES
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This prospectus supplement relates to the resale by the holders of
our 4.50% Convertible Subordinated Debentures Due 2023 and the shares of our
common stock issuable upon the conversion or repurchase of the debentures.
This prospectus supplement should be read in conjunction with, and
may not be delivered or utilized without, the prospectus dated February 12, 2004
and Supplement No. 1 to such prospectus dated March 8, 2004. The terms of the
debentures are set forth in the prospectus.
THIS INVESTMENT INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING
ON PAGE 5 OF THE PROSPECTUS.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or
determined if the prospectus or this prospectus supplement is truthful or
complete. Any representation to the contrary is a criminal offense.
The information in the table appearing under the heading "Selling
Security Holders" in the prospectus is amended by adding the information below
with respect to persons not previously listed in the prospectus and by
supplementing the information with respect to other persons previously listed in
the prospectus that are listed below.
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* Less than one percent.
(1) Exis Capital Management, Inc., as the investment manager for Exis
Differential Holdings Ltd, has voting and dispositive power over the
securities held by this security holder. Adam D. Sender is the sole
shareholder of Exis Capital Management, Inc.
(2) GLG Market Neutral Fund is a publicly owned company listed on the Irish
Stock Exchange. GLG Partners LP, an English limited partnership, acts as
the investment manager of GLG Market Neutral Fund and has voting and
dispositive power over the securities held by this security holder. The
general partner of GLG Partners LP is GLG Partners Limited, an English
limited company. The shareholders of GLG Partners Limited are Noam
Gottesman, Pierre Lagrange, Jonathan Green, Phillipe Jabre and Lehman
(Cayman) Limited, a subsidiary of Lehman Brothers, Inc., a publicly-held
entity.
(3) Michael Dell and Susan Dell have voting and dispositive power over the
securities held by this security holder.
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The date of this prospectus supplement is March 26, 2004.