-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K/QSN7juJ4TodvKyxTXUdkqv2pkIr29XeZ2JYRHTdinaClTebvzxZ7qtQlm/m6GP sek7oMdLzCslguNP+Z2HBg== 0000922907-00-000007.txt : 20000202 0000922907-00-000007.hdr.sgml : 20000202 ACCESSION NUMBER: 0000922907-00-000007 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000113 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: SEC FILE NUMBER: 005-54689 FILM NUMBER: 506673 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 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 6) 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. 20 West Ninth Street, Kansas City, Missouri 64105 (816) 421-6600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) with a copy to: Dennis P. Wilbert, Esq., Blackwell Sanders Peper Martin LLP, 2300 Main Street Kansas City, Missouri 64108 (816) 983-8124. January 5, 2000 (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).
- --------- --------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) UtiliCorp United Inc. #440541877 - --------- --------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(SeeInstructions) (a) (b) X - --------- --------------------------------------------------------------- 3 SEC USE ONLY - --------- --------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) WC - --------- --------------------------------------------------------------- 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 7 SOLE VOTING POWER SHARES 11,359,088 BENEFICIALLY ------- ------------------------------------------------- OWNED BY EACH 8 SHARED VOTING POWER REPORTING NONE# PERSON WITH ------- ------------------------------------------------- 9 SOLE DISPOSITIVE POWER 11,359,088 ------- ------------------------------------------------- 10 SHARED DISPOSITIVE POWER None - --------- --------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,359,088 - --------- --------------------------------------------------------------- 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) 35.8%** - --------- --------------------------------------------------------------- 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 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 Agreements. ** Based on information provided by Issuer as of September 21, 1999. This percentage is obtained by using 31,679,990 shares, the total number of Issuer's issued and outstanding Common Stock, as the denominator. However, the percentage of Common Stock owned by UtiliCorp on a fully diluted basis is 23.1%. This fully diluted percentage is obtained by using 49,090,066 shares as the denominator, which includes (a) 31,679,990 shares of Issuer's issued and outstanding Common Stock; (b) Issuer's Convertible Preferred Stock held by UtiliCorp that can be converted into approximately 6,200,000 shares of Common Stock, (c) the Convertible Subordinated Notes held by Enron Capital & Trade Resources Corp. that can be converted into 3,589,091 shares of Common Stock, (d) 4,289,534 shares of Common Stock issuable under Issuer's 1997 Stock Option Plan, and (e) 3,331,451 shares of Limited Vote Common Stock. AMENDMENT NO. 6 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, of Quanta Services, Inc., a Delaware corporation ("Issuer") (the "Common Stock"), is correct to the best knowledge and belief of UtiliCorp. The Schedule 13D originally filed on October 4, 1999 on behalf of UtiliCorp and five amendments thereto filed on October 8, 1999, October 14, 1999, October 20, 1999, October 26, 1999 and November 9, 1999, 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, AND ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Pursuant to a letter dated October 4, 1999 from Quanta, UtiliCorp completed the purchase of 38,485 shares of Common Stock by exercising its pre-emptive right (as provided under that certain Investor's Rights Agreement dated as of September 21, 1999) for $1,041,591 on December 10, 1999. On December 23, 1999, UtiliCorp purchased 15,000 shares of Common Stock in a series of broker-assisted purchases on the open market for an aggregate purchase price of $377,927. Pursuant to stock purchase agreements dated as of September 24, 1999 (as amended on November 3, 1999), UtiliCorp completed the purchase of 266,948 shares of Common Stock with 3 of the Issuer's record stockholders for an aggregate purchase price of $6,940,648 on January 5, 2000. The funding for these purchases was provided by UtiliCorp internally generated funds. The aggregate number of Common Stock described in the preceding paragraph is 320,433 shares, which represent 1% of Issuer's issued and outstanding Common Stock (based on the number of shares of Common Stock of the Issuer outstanding as of September 21, 1999), or 0.6% on a fully diluted basis. In aggregate, UtiliCorp beneficially owns 11,359,088 shares of Issuer's outstanding Common Stock, which represent 35.8% of Issuer's issued and outstanding Common Stock, or 23.1% on a fully diluted basis. SIGNATURES 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: January 12, 2000 UtiliCorp United Inc. By: /s/ Dale J. Wolf Name: Dale J. Wolf Title: Secretary -----END PRIVACY-ENHANCED MESSAGE-----