FORM OF NOTICE OF GUARANTEED DELIVERY
Published on May 16, 2006
Exhibit (a)(1)(iii)
NOTICE OF GUARANTEED DELIVERY
QUANTA SERVICES, INC.
For Tender of
4.0% Convertible Subordinated Notes Due 2007
of Quanta Services, Inc.
Pursuant to its Offer
Described in the Offer to Purchase dated May 16, 2006
THE OFFER AND YOUR WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT,
NEW YORK CITY TIME, ON JUNE 13, 2006, UNLESS THE OFFER IS
EXTENDED.
The Depositary for the Offer is:
HSBC Bank USA, National Association
By Mail, Overnight Mail, Courier or Hand:
HSBC Bank USA, National Association
Corporate Trust & Loan Agency
2 Hanson Place, 14th Floor
Brooklyn, New York 11217-1409
Attention: Paulette Shaw
For Information: (718) 488-4475
By Facsimile:
(718) 488-4488
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS
OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION TO A FACSIMILE
NUMBER OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A
VALID DELIVERY.
You must use this form to accept the offer of Quanta Services,
Inc. (the Company) made pursuant to the Offer to
Purchase dated May 16, 2006 (as it may be amended or
supplemented from time to time, the Statement), and
the related Letter of Transmittal (as it may be amended or
supplemented from time to time, the Letter of
Transmittal and, together with the Statement, the
Offer), if the certificates for your
4.0% Convertible Subordinated Notes due 2007 (the
Notes) are not immediately available or cannot be
delivered to HSBC Bank USA, National Association, the depositary
for the Offer (the Depositary), on or before the
Expiration Date, or the procedure for book-entry transfer cannot
be completed on or before the Expiration Date or if time will
not permit all required documents to reach the Depositary on or
prior to the Expiration Date. This Notice of Guaranteed Delivery
may be delivered or transmitted by facsimile transmission, mail
or hand delivery to the Depositary as set forth below. In
addition, in order to utilize the guaranteed delivery procedures
to tender your Notes pursuant to the Offer, a Letter of
Transmittal (or manually signed facsimile thereof) or an
electronic confirmation pursuant to The Depository Trust
Companys Automated Tender Offer Program (ATOP)
system, with any required signature guarantees and any other
required documents (including an Agents Message, or an
express acknowledgment, confirming that you have received and
agree to be bound by the Letter of Transmittal and that the
Letter of Transmittal may be enforced against you), must also be
received by the Depositary on or prior to the Expiration Date.
Capitalized terms used but not defined herein are defined in the
Statement.
THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO
GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL
IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE
INSTITUTION UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE
GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED ON THE
LETTER OF TRANSMITTAL.
Ladies and Gentlemen:
Upon the terms and subject to the conditions set forth in the
Statement and the accompanying Letter of Transmittal, the
undersigned hereby tenders to the Company the aggregate
principal amount of Notes set forth below pursuant to the
guaranteed delivery procedures described in the section entitled
Terms of the Offer Procedure for Tendering
Notes Guaranteed Delivery in the Statement. By
so tendering, the undersigned does hereby make, at and as of the
date hereof, the representations and warranties of a tendering
holder of Notes set forth in the Letter of Transmittal.
All authority herein conferred or agreed to be conferred by this
Notice of Guaranteed Delivery shall survive the death or
incapacity of the undersigned and every obligation of the
undersigned hereunder shall be binding upon the heirs, personal
representatives, executors, successors, assigns, trustees in
bankruptcy and other legal representatives of the undersigned.
PLEASE SIGN AND COMPLETE
| Certificate Numbers of Notes | Principal Amount of | |
| (If Available) | Notes Tendered | |
Signature(s) of Registered Holder(s) or Authorized Signatory
Name(s):
(Please Type or Print)
Title:
Address:
Area Code and Telephone Number:
Date:
If Notes will be delivered by book-entry transfer, check the box
below and provide the account number requested:
o
The Depository Trust Company
Account Number:
This Notice of Guaranteed Delivery must be signed by the
holder(s) of Notes exactly as its (their) name(s) appear(s)
on certificate(s) representing the Notes or a security position
listing as the owner of the Notes, or by person(s) authorized to
become registered holder(s) by endorsements and documents
transmitted with this Notice of Guaranteed Delivery. If
signature is by an
attorney-in-fact,
trustee, executor, administrator, guardian, officer or other
person acting in a fiduciary or representative capacity, such
person must provide the following information:
|
Name:
|
Capacity: | Address(es): | ||
Do not send Notes with this form. Notes should be sent to the
Depositary together with a properly completed and duly executed
Letter of Transmittal.
GUARANTEE
(Not To Be Used For Signature Guarantee)
The undersigned, a firm that is a participant in the Securities
Transfer Agents Medallion Program or an Eligible Guarantor
Institution (as such term is defined in Rule 17Ad-15
under the Securities Exchange Act of 1934, as amended), hereby
guarantees that, within three New York Stock Exchange trading
days after the date of execution of this Notice of Guaranteed
Delivery, a properly completed and duly executed Letter of
Transmittal (or manually signed facsimile thereof), the Notes,
in proper form for transfer, or a book-entry confirmation of
transfer of such Notes into the Depositarys account at The
Depository Trust Company, including the Agents Message
instead of a Letter of Transmittal, as the case may be, with any
required signature guarantees and any other documents required
by the Letter of Transmittal, will be deposited by the
undersigned with the Depositary.
THE UNDERSIGNED ACKNOWLEDGES THAT IT MUST DELIVER THE LETTER
OF TRANSMITTAL AND THE NOTES TENDERED HEREBY, OR, IN THE
CASE OF A BOOK-ENTRY TRANSFER, AN AGENTS MESSAGE INSTEAD
OF A LETTER OF TRANSMITTAL, TO THE DEPOSITARY WITHIN THE TIME
PERIOD SET FORTH ABOVE AND THAT FAILURE TO DO SO COULD RESULT IN
FINANCIAL LOSS TO THE UNDERSIGNED.
SIGN HERE
Name of
Firm:
Authorized
Signature:
Name and Title (please type or
print):
Address:
Area Code and Telephone
Number:
Date: