PRESS RELEASE
Published on March 21, 2002
NEWS RELEASE
MEDIA CONTACTS: INVESTOR CONTACT:
Judith Wilkinson / Eden Abrahams Ellen Fairchild
Joele Frank, Wilkinson Brimmer Katcher - (212) 355-4449 Aquila - (816) 527-1409
AQUILA FILES LAWSUIT AGAINST QUANTA SERVICES AND
CERTAIN OF ITS DIRECTORS
KANSAS CITY, MO, March 21, 2002 -- Aquila, Inc. (NYSE: ILA; formerly
UtiliCorp United Inc.) announced today that it has filed a lawsuit in Delaware
Chancery Court against Quanta Services, Inc. (NYSE: PWR) and certain Quanta
directors, seeking to prevent the implementation and operation of Quanta's newly
adopted Stock Employee Compensation Trust (SECT). The lawsuit, which includes a
motion for an expedited hearing, charges that Quanta's special board committee
violated its fiduciary duties to stockholders when it adopted the SECT and that
the SECT violates Delaware corporation law by purporting to give voting rights
to shares of Quanta stock which are not really outstanding.
Keith Stamm, President and Chief Operating Officer of Aquila's Global
Networks Group, said "With the adoption of this SECT, Quanta's management -
without any new economic investment in the company - is essentially attempting
to stuff the ballot box with eight million additional votes while diluting the
voting rights of its existing stockholder base. Quanta's continuing disregard
for basic corporate governance principles aimed at ensuring fairness is deeply
troubling. Quanta's management and board have again shown that they are prepared
to go to great lengths to further entrench themselves, as their violation of
agreements with Aquila and their latest actions demonstrate.
"We believe that once our fellow Quanta stockholders have an
opportunity to carefully review the SECT, as well as the new change-in-control
arrangements granted to top management, they will conclude, as we have, that
Quanta's previous public statements regarding these arrangements do not fully
describe some of the significant benefits that Quanta employees may receive at
the expense of Quanta stockholders. The SECT requires that potential bidders for
Quanta will have to purchase 8 million additional shares, the proceeds of which
will be paid to management and other employees. The new change-in-control
arrangements provide for substantial severance payments to members of
management, even if they leave the company for no good reason. While Quanta
would have us believe that the new arrangements are intended to benefit the
company, in reality, they represent a significant additional expense which could
discourage bidders or, at the very least, take money out of the pockets of
Quanta stockholders," Mr. Stamm continued.
Aquila plans to file a proxy statement with the Securities and Exchange
Commission relating to Aquila's solicitation of proxies from Quanta stockholders
with respect to the Quanta Services, Inc. 2002 annual meeting of stockholders.
AQUILA ADVISES SECURITY HOLDERS TO READ ITS PROXY STATEMENT WHEN IT BECOMES
AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Aquila's proxy
statement and other relevant documents will be available free at www.sec.gov.
You may also obtain a free copy of Aquila's proxy statement, when it becomes
available, by writing to Investor Relations at Aquila, Inc., 20 West Ninth
Street, Kansas City, Missouri 64105 or by contacting Morrow & Co., Inc. toll
free, at 1-800-607-0088. DETAILED INFORMATION REGARDING THE NAMES, AFFILIATION
AND INTERESTS OF INDIVIDUALS WHO MAY BE DEEMED PARTICIPANTS IN THE SOLICITATION
OF PROXIES OF QUANTA'S STOCKHOLDERS IS AVAILABLE IN THE SOLICITING MATERIALS ON
SCHEDULE 14A FILED BY AQUILA WITH THE SEC ON MARCH 12, 2002.
ABOUT AQUILA
Based in Kansas City, Missouri, Aquila (formerly UtiliCorp United) is an
international energy and risk management company. It is one of the largest
wholesalers of electricity and natural gas in North America, provides wholesale
energy services in the United Kingdom and has a presence in Germany and
Scandinavia. It also operates electricity and natural gas distribution networks
in seven states and in Canada, New Zealand and Australia. At December 31, 2001,
Aquila had total assets of $11.9 billion and 12-month sales of $40.4 billion.
More information is available at www.aquila.com.