May 23, 2001 - SC 13D/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities | Quanta Services, Inc. (PWR)

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Schedule 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 11)

Quanta Services, Inc.
(Name of Issuer)

Common Stock, $0.00001 par value
(Title of Class of Securities)

74762E102
(CUSIP Number)

Dale J. Wolf, Secretary, UtiliCorp United Inc.
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20 West Ninth Street, Kansas City, Missouri 64105 (816) 421-6600
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 15, 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 ss. 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 7 SOLE VOTING
SHARES POWER
BENEFICIALLY
OWNED BY EACH 26,529,979
REPORTING
PERSON WITH
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8 SHARED VOTING
POWER
None*
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9 SOLE DISPOSITIVE POWER

26,529,979
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10 SHARED DISPOSITIVE
POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,529,979
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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)
35.27%**
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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 75,229,399
shares as the denominator (in accordance with Rule 13(d)3(d)(1)(i)(D)).
This denominator includes: (a) 58,004,594 shares of Issuer's issued and
outstanding Common Stock (as indicated in the Issuer's Form 10-Q filed on
May 15, 2001); and (b) the approximately 17,224,805 shares of Common Stock
into which the Issuer's Convertible Preferred Stock held by UtiliCorp is
convertible.

Also note that the percentage of Common Stock owned by UtiliCorp on a
diluted basis is approximately 34.48%. This diluted percentage is obtained
by using 76,933,415 shares as the denominator, which includes (a) the
75,229,399 shares discussed in the previous paragraph and (b) 1,704,016
shares of Limited Vote Common Stock (as indicated in the Issuer's Form 10-Q
filed on May 15, 2001). UtiliCorp's ownership can be further diluted by (x)
other classes of the Issuer's securities that can be converted into Common
Stock and (y) shares of Common Stock issuable under the Issuer's Stock
Option Plan.

AMENDMENT NO. 11 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 ten
amendments thereto filed on October 8, 1999, October 14, 1999, October 20, 1999,
October 26, 1999, November 9, 1999, January 13, 2000, April 26, 2000, May 25,
2000, June 19, 2000 and July 17, 2000, respectively, on behalf of UtiliCorp are
incorporated by reference and amended as follows.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

Except for the transaction described in the paragraph below, UtiliCorp has
not acquired additional shares of the Issuer's Common Stock since the filing of
the last Schedule 13D/A (i.e., Amendment No.10) on July 12, 2000. The decrease
in the percentage of UtiliCorp's ownership interest in the Issuer was caused by
the increase of the Issuer's issued and outstanding shares of Common Stock (as
indicated in the Issuer's Form 10-Q filed on May 15, 2001).

UtiliCorp exercised its preemptive right to purchase 124,013 shares of the
Issuer's Common Stock from the Issuer for $6,004,174 on July 18, 2000, which was
funded by a combination of working capital and short-term debt.

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: May 23, 2001 UtiliCorp United Inc.

By: /s/ Dale J. Wolf
Name: Dale J. Wolf
Title: Secretary