-----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, RYyAmqshWTb+3x3QGgepTiCVJpZNIDeImi51vvvLNl4l+vo5DB7oZOK3FDsEAdYh aUG9iSA9xGVyJ5if9FdbLw== 0000922907-02-000402.txt : 20021204 0000922907-02-000402.hdr.sgml : 20021204 20021204135653 ACCESSION NUMBER: 0000922907-02-000402 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20021204 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: 02848380 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: AQUILA INC CENTRAL INDEX KEY: 0000066960 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] 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: -- CITY: KANSAS CITY STATE: MO ZIP: 64105-1711 BUSINESS PHONE: 8164216600 MAIL ADDRESS: STREET 1: 20 WEST NINTH STREET CITY: KANSAS CITY STATE: MO ZIP: 64105-1711 FORMER COMPANY: FORMER CONFORMED NAME: MISSOURI PUBLIC SERVICE CO DATE OF NAME CHANGE: 19850516 FORMER COMPANY: FORMER CONFORMED NAME: UTILICORP UNITED INC DATE OF NAME CHANGE: 19920703 SC 13D/A 1 sched13da_120302.htm SCHEDULE 13D/A Schedule 13D/A for Aquila, Inc. and Quanta Services, Inc. 


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 Schedule 13D/A
                    Under the Securities Exchange Act of 1934
                                (Amendment No.30)

                              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
 ---------------------------------------------------------------------------------------
                 Aquila, Inc. (formerly, 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)

                                December 2, 2002
             (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
- --------------------- ----------------------------------------------------------
         1            NAMES OF REPORTING PERSONS
                      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities
only)

                      Aquila, Inc. (formerly, UtiliCorp United Inc.) #440541877
- --------------------- ----------------------------------------------------------
         2            CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP'
                      (See Instructions)  (a) (b) X
- --------------------- ----------------------------------------------------------
         3            SEC USE ONLY
- --------------------- ----------------------------------------------------------
         4            SOURCE OF FUNDS (See Instructions)
- --------------------- ----------------------------------------------------------
         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
 BY EACH REPORTING                 11,631,579
    PERSON WITH
                      ------------ ---------------------------------------------
                           8       SHARED VOTING POWER
                                   None*
                      ------------ ---------------------------------------------
                           9       SOLE DISPOSITIVE POWER
                                   11,631,579
                      ------------ ---------------------------------------------
                          10       SHARED DISPOSITIVE POWER
                                   None
- --------------------- ----------------------------------------------------------
         11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                      11,631,579
- --------------------- ----------------------------------------------------------
         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)
                      13.57%**
- --------------------- ----------------------------------------------------------
         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, originally filed on October 4, 1999, Aquila 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. Aquila 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 85,691,444
     shares as the denominator (in accordance with Rule 13d-3(d)(1)(i)(B)). This
     denominator includes: (a) 68,466,639 shares of Issuer's issued and
     outstanding Common Stock (as indicated as outstanding as of October 31,
     2002 in Issuer's Form 10-Q filed on November 14, 2002), (b) 1,190,000
     shares of Common Stock which Aquila converted from 238,000 shares of
     Issuer's Series A Convertible Preferred Stock; (c) 11,337,905 shares of
     Common Stock into which Issuer's Series A Convertible Preferred Stock held
     by Aquila is convertible, and (d) 4,696,900 shares of Common Stock into
     which Issuer's Series A Convertible Preferred Stock held by First Reserve
     Fund IX L.P. is convertible. Also note that the percentage of Common Stock
     owned by Aquila on a partially diluted basis is approximately


                                       2

     12.97%. This percentage is obtained by using 89,938,590 shares as the
     denominator, which includes (a) the 85,691,444 shares discussed above, (b)
     1,083,750 shares of Limited Vote Common Stock (as indicated as outstanding
     as of October 31, 2002 in Issuer's Form 10-Q filed on November 14, 2002),
     and (c) 3,163,396 shares of Common Stock into which the Issuer's
     Convertible Subordinated Notes can be converted (as indicated in the
     Issuer's Form 10-Q filed on November 14, 2002). Aquila'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.




                                       3


                               AMENDMENT NO. 30 TO
                            STATEMENT ON SCHEDULE 13D

INTRODUCTION

         All information herein with respect to Aquila, Inc. (formerly known as
UtiliCorp United Inc.), a Delaware corporation ("Reporting Person" or "Aquila"),
and the common stock, par value $0.00001 per share (the "Common Stock"), of
Quanta Services, Inc., a Delaware corporation ("Issuer" or "Quanta"), is correct
to the best knowledge and belief of Aquila. The Schedule 13D originally filed on
October 4, 1999 on behalf of Aquila (the "Original Schedule 13D") and
twenty-nine 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, May 23, 2001, October 1,
2001, October 4, 2001, October 11, 2001, October 19, 2001, October 30, 2001,
November 13, 2001, November 28, 2001, February 8, 2002, February 25, 2002, March
7, 2002, March 12, 2002, March 21, 2002, March 26, 2002, May 22, 2002, July 31,
2002, August 27, 2002 and October 17, 2002 respectively, on behalf of Aquila are
incorporated by reference and amended as follows.

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER.

            On November 25, 2002, Aquila instructed the Issuer to convert
238,000 shares of the Issuer's Series A Convertible Preferred Stock owned by
Aquila into 1,190,000 shares of Common Stock. Between November 25, 2002 and
December 3, 2002, 2002, Aquila sold 1,190,000 shares of Common Stock through its
broker UBS PaineWebber on the open market for aggregate sale proceeds of
$4,311,975, net of commission and/or fees. The details of these sales are as
follows:

- ----------------------------- ----------------------------- --------------------------
         Trade Date                   Shares Sold                 Average Price
- ----------------------------- ----------------------------- --------------------------
         11/25/2002                     248,500                       $3.72
- ---------------------------- ----------------------------- --------------------------
         11/26/2002                     189,100                       $3.63
- ----------------------------- ----------------------------- --------------------------
         11/27/2002                     308,500                       $3.59
- ----------------------------- ----------------------------- --------------------------
         12/02/2002                     118,000                       $3.76
- ----------------------------- ----------------------------- --------------------------
         12/03/2002                     325,900                       $3.71
- ----------------------------- ----------------------------- --------------------------

            The shares of Common Stock that were sold as indicated above
represent 1.39% of Issuer's outstanding securities (calculated in accordance
with Rule 13d-3(d)(1)(i)(B)), or 1.32% on a partially diluted basis. In the
aggregate, Aquila beneficially owns 11,631,579 shares of Issuer's Common Stock,
which represent 13.57% of Issuer's outstanding securities (calculated in
accordance with Rule 13d-3(d)(1)(i)(B)), or 12.97% on a partially diluted basis.








                                       4




                                    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:   December 4, 2002              Aquila, Inc.

                                       By: /s/ Leslie J. Parrette, Jr.
                                          -------------------------------------
                                       Name:   Leslie J. Parrette, Jr.
                                       Title:  Senior Vice President,
                                               General Counsel and
                                               Corporate Secretary
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