0000912057-01-534011.txt : 20011009
0000912057-01-534011.hdr.sgml : 20011009
ACCESSION NUMBER: 0000912057-01-534011
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20011001
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: QUANTA SERVICES INC
CENTRAL INDEX KEY: 0001050915
STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL WORK [1731]
IRS NUMBER: 742851603
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-54689
FILM NUMBER: 1749179
BUSINESS ADDRESS:
STREET 1: 1360 POST OAK BLVD
STREET 2: SUITE 2100
CITY: HOUSTON
STATE: TX
ZIP: 77056
BUSINESS PHONE: 7133506000
MAIL ADDRESS:
STREET 1: 1360 POST OAK BLVD SUITE 2100
CITY: HOUSTON
STATE: TX
ZIP: 77056
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: UTILICORP UNITED INC
CENTRAL INDEX KEY: 0000066960
STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931]
IRS NUMBER: 440541877
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: 20 WEST NINTH STREET
STREET 2: 911 MAIN STE 3000
CITY: KANSAS CITY
STATE: MO
ZIP: 64105-1711
BUSINESS PHONE: 8164216600
MAIL ADDRESS:
STREET 1: PO BOX 13287
CITY: KANSAS CITY
STATE: MO
ZIP: 64199-3287
FORMER COMPANY:
FORMER CONFORMED NAME: MISSOURI PUBLIC SERVICE CO
DATE OF NAME CHANGE: 19850516
SC 13D/A
1
a2060291zsc13da.txt
SC 13D/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 12)
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)
September 24, 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).
Page 2 of 6 Pages
EXPLANATORY NOTE
As a result of technical difficulties with the recently-updated EDGARLink
software for filings with the Securities and Exchange Commission, the filing
of Amendment No. 12 to UtiliCorp United Inc.'s Schedule 13D related to Quanta
Services, Inc. did not contain complete information. Accordingly, UtiliCorp
United is refiling Amendment No. 12 herein and announcing that the original
filing of this Amendment at 5:16 p.m. (Washington D.C. time) on Friday,
September 28, 2001 should be disregarded.
Page 3 of 6 Pages
CUSIP No. 74762E102
-------------------------------------------------------------------------------
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
-------------------------------------------------------------------------------
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)
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
-------------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED 27,586,979
BY EACH REPORTING --------------------------------------------------
PERSON WITH 8 SHARED VOTING POWER
None*
--------------------------------------------------
9 SOLE DISPOSITIVE POWER
27,586,979
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,586,979
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
/X/
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.34%**
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
-------------------------------------------------------------------------------
*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.
Page 4 of 6 Pages
Also note that the percentage of Common Stock owned by UtiliCorp on a
partially diluted basis is approximately 35.57%. 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.
Page 5 of 6 Pages
AMENDMENT NO. 12 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
eleven 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 and May 23, 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 4. PURPOSE OF
TRANSACTION; ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Between September 24, 2001 and September 27, 2001, UtiliCorp purchased
1,057,000 shares of Common Stock in a series of broker-assisted purchases on
the open market for an aggregate purchase price of $13,374,718. These
purchases will be funded by a combination of working capital and short-term
debt.
Subject to availability, price and other considerations, through open
market purchases, UtiliCorp intends to increase its percentage of ownership
of Issuer to a percentage that will enable it to enjoy the benefits of
financial statement consolidation for accounting purposes. To satisfy the
accounting requirements necessary to allow UtiliCorp to consolidate Issuer's
financial statements with its own financial statements, UtiliCorp must own a
number of shares sufficient to give it the ability to control the policies
and direction of Issuer's management. Presently, the number of shares owned
by UtiliCorp is insufficient to meet this requirement. UtiliCorp does not
have any current plans or proposals to complete, or cause to be completed,
any major changes in Issuer's business or corporate structure, including a
business combination of Issuer with UtiliCorp or any other person, a sale of
all or substantially all of Issuer's assets, a change in the direction of the
management of Issuer, or a change in the policies of the board of directors
of Issuer.
The newly purchased Common Stock described in the first paragraph
represents 1.39% of Issuer's outstanding securities (calculated in accordance
with Rule 13(d)3(d)(1)(i)(D)), or 1.36% on a partially diluted basis. In the
aggregate, UtiliCorp beneficially owns 27,586,979 shares of Issuer's Common
Stock, which represent 36.34% of Issuer's outstanding securities (calculated
in accordance with Rule 13(d)3(d)(1)(i)(D)), or 35.57% on a partially diluted
basis.
Page 6 of 6 Pages
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: September 28, 2001 UtiliCorp United Inc.
By: /s/ Leslie J. Parrette, Jr.
------------------------------------
Name: Leslie J. Parrette, Jr.
Title: Senior Vice President,
General Counsel and
Corporate Secretary