SC 13D/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities
Published on October 11, 2001
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 14)
QUANTA SERVICES, INC.
(Name of Issuer)
COMMON STOCK, $0.00001 PAR VALUE
(Title of Class of Securities)
74762E102
(CUSIP Number)
LESLIE J. PARRETTE, JR., SENIOR VICE PRESIDENT, GENERAL COUNSEL AND
CORPORATE SECRETARY
UTILICORP UNITED INC.
20 WEST NINTH STREET, KANSAS CITY, MISSOURI 64105 (816) 421-6600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 8, 2001
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following
box. / /
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Section 240.13d-7(b)
for other parties to whom copies are to be sent.
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 (however, see the
Notes).
CUSIP No. 74762E102
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
UtiliCorp United Inc. #440541877
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
(b) X
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC, BK
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 29,230,179
PERSON WITH
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8 SHARED VOTING POWER
None*
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9 SOLE DISPOSITIVE POWER
29,230,179
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,230,179
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
X
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.5%**
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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* This representation is qualified by the fact that, as described in Item 4
of the Schedule 13D, UtiliCorp has the ability to vote or direct the vote
of the shares subject to the Stockholder's Voting Agreements only in two
limited, tax-related circumstances. UtiliCorp expressly disclaims
beneficial ownership to any shares of Common Stock that are subject to the
Stockholder's Voting Agreements.
** The percentage reflected in row 13 above is obtained by using 75,923,049
shares as the denominator (in accordance with Rule 13(d)3(d)(1)(i)(D)).
This denominator includes: (a) 58,698,244 shares of Issuer's issued and
outstanding Common Stock (as indicated in Issuer's Form 10-Q filed on
August 14, 2001), and (b) 17,224,805 shares of Common Stock into which
Issuer's Convertible Preferred Stock held by UtiliCorp is convertible.
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Also note that the percentage of Common Stock owned by UtiliCorp on a
partially diluted basis is approximately 37.69%. This percentage is
obtained by using 77,550,547 shares as the denominator, which includes (a)
the 75,923,049 shares discussed in the previous paragraph, and (b)
1,627,498 shares of Limited Vote Common Stock (as indicated in Issuer's
Form 10-Q filed on August 14, 2001). UtiliCorp's ownership can be further
diluted by (x) other classes of Issuer's securities that can be converted
into Common Stock and (y) shares of Common Stock issuable under Issuer's
Stock Option Plan.
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AMENDMENT NO. 14 TO
STATEMENT ON SCHEDULE 13D
INTRODUCTION
All information herein with respect to UtiliCorp United Inc., a
Delaware corporation ("UTILICORP"), and the common stock, par value $0.00001 per
share (the "COMMON STOCK"), of Quanta Services, Inc., a Delaware corporation
("ISSUER"), is correct to the best knowledge and belief of UtiliCorp. The
Schedule 13D originally filed on October 4, 1999 on behalf of UtiliCorp and
thirteen amendments thereto filed on October 8, 1999, October 14, 1999, October
20, 1999, October 26, 1999, November 9, 1999, January 13, 2000, April 27, 2000,
May 25, 2000, June 20, 2000, July 17, 2000, May 23, 2001, October 1, 2001, and
October 4, 2001, respectively, on behalf of UtiliCorp are incorporated by
reference and amended as follows.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION; ITEM 5. INTEREST IN
SECURITIES OF THE ISSUER.
During the period from October 4, 2001 through October 5, 2001,
UtiliCorp purchased 104,900 shares of Common Stock in a series of
broker-assisted purchases on the open market for an aggregate purchase price of
$1,904,850.00. These purchases will be funded by a combination of working
capital and short-term debt.
In the aggregate, UtiliCorp beneficially owns 29,230,179 shares of
Issuer's Common Stock, which represent 38.5% of Issuer's outstanding securities
(calculated in accordance with Rule 13(d)3(d)(1)(i)(D)), or 37.69% on a
partially diluted basis.
ITEM 4. PURPOSE OF TRANSACTION; ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS
OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
UtiliCorp and Issuer entered into a Standstill Agreement dated October
8, 2001, which is attached as an exhibit to this Schedule 13D/A and incorporated
herein by reference. The Standstill Agreement imposes several specific
restrictions on UtiliCorp and Issuer during a term through 5:00 p.m. (U.S.
Estern Standard Time) on October 12, 2001. These restrictions are as follows:
o During this term, UtiliCorp may not acquire additional Common
Stock;
o During this term, Issuer may not adopt any measure commonly
regarded as a takeover defense; and
o During this term, neither UtiliCorp nor Issuer may be involved in
bringing any legal proceedings against the other party with respect
to Issuer or its securities.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(i) Standstill Agreement dated October 8, 2001 between UtiliCorp and Issuer.
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SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned hereby certifies that the information set forth in
this statement is true, complete and correct.
Dated: October 11, 2001 UtiliCorp United Inc.
By: /s/ Leslie J. Parrette, Jr.
Name: Leslie J. Parrette, Jr.
Title: Senior Vice President, General Counsel
and Corporate Secretary
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