SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 12)
Quanta Services, Inc.
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(Name of Issuer)
Common Stock, $0.00001 par value
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(Title of Class of Securities)
74762E102
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(CUSIP Number)
Leslie J. Parrette, Jr., Senior Vice President, General Counsel and Corporate Secretary
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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)
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. Seess. 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 [27,444,779 + new purchases on 9/27]
REPORTING
PERSON WITH
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8 SHARED VOTING
POWER
None*
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9 SOLE DISPOSITIVE POWER
[27,444,779 + new purchases on 9/27]
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10 SHARED DISPOSITIVE
POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
[27,444,779 + new purchases on 9/27]
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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)
[36.15 + points resulting from 9/27 purchases]%**
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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 75,923,049 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) the approximately 17,224,805 shares
of Common Stock into which 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 [35.39 +]%. This diluted 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.
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 26, 2000,
May 25, 2000, June 19, 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
[914,800 + 9/27 purchases] shares of Common Stock in a series of broker-assisted
purchases on the open market for an aggregate purchase price of $[11,512,924+].
These purchases were funded by a combination of working capital and short-term
debt.
Subject to availability, price and other considerations, 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 [1.31+]% of Issuer's outstanding securities (calculated in accordance
with Rule 13(d)3(d)(1)(i)(D)), or [1.18+]% on a diluted basis. In the aggregate,
UtiliCorp beneficially owns [27,444,779 + new purchases on 9/27] shares of
Issuer's Common Stock, which represent [36.15+]% of Issuer's outstanding
securities (calculated in accordance with Rule 13(d)3(d)(1)(i)(D)), or [35.39+]%
on a diluted basis.
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